National Grid Service Contract

NATIONAL GRID SERVICE CONTRACT

This National Grid Service Contract (the "Agreement") is entered into as of by and between Company Name: , a organized under the laws of , with principal place of business at ("Company"), and Service Provider Name: , a organized under the laws of , with principal place of business at ("Provider").

RECITALS

WHEREAS, Company operates and maintains electrical transmission and distribution systems and requires specialized services relating to inspection, maintenance, repair, or installation of assets on the national grid ("Services"); and

WHEREAS, Provider represents that it possesses the expertise, personnel, equipment, licensing and insurance necessary to perform the Services in a safe and workmanlike manner consistent with industry standards and applicable law; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the Services for Company.

NOW, THEREFORE

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means all tangible and intangible outputs, reports, drawings, data, software and other materials produced by Provider in the performance of the Services.

1.2 "Confidential Information" means non-public information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential given the nature and circumstances of disclosure.

2. SCOPE OF SERVICES

Provider shall perform the Services described in the Scope of Services below and shall supply all labor, supervision, materials, tools, equipment and permits necessary to perform the Services unless otherwise agreed in writing.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. COMPENSATION; INVOICING; PAYMENT

4.1 Fees. Company shall pay Provider the fees set forth in the payment schedule below for performance of the Services. Any change to fees must be agreed in writing by authorized representatives of both parties.

4.2 Payment Terms. Company shall pay undisputed invoices within days of receipt. Disputes regarding invoice items shall be raised in good faith and resolved promptly; undisputed amounts shall remain payable.

5. PERFORMANCE STANDARDS; ACCEPTANCE

Provider shall perform Services in a diligent, workmanlike manner consistent with applicable industry standards and all applicable laws, codes and regulations. Provider shall maintain qualified personnel and shall be responsible for the supervision, direction and control of its employees and subcontractors.

If Deliverables fail to conform to the requirements of this Agreement, Company may require Provider, at Provider's expense, to correct or reperform the nonconforming Services. If Provider fails to cure within a reasonable period, Company may obtain substitute performance and charge Provider for the reasonable cost of such substitute performance.

6. ACCESS, SAFETY AND COMPLIANCE

Provider shall comply with Company's site access procedures, safety rules and applicable regulatory requirements. Provider shall ensure that all personnel receive required safety training and personal protective equipment. Provider shall immediately notify Company of any incident, injury or unsafe condition.

7. CONFIDENTIALITY

Each party shall protect Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed except to those employees, agents or subcontractors with a need to know and who are bound to confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination of this Agreement for five (5) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

8. INTELLECTUAL PROPERTY

8.1 Ownership of Preexisting Materials. Each party retains ownership of its preexisting intellectual property. No license is granted except as expressly set forth in this Agreement.

8.2 Ownership of Deliverables. Except as expressly agreed in writing, Provider hereby assigns to Company all right, title and interest in and to the Deliverables created for Company under this Agreement upon full payment for such Deliverables. Provider shall execute documents reasonably necessary to effectuate such assignment.

9. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Company and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Provider's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights, provided that Company gives Provider prompt written notice of any claim and reasonable cooperation in the defense of the claim.

Company shall indemnify Provider for claims arising solely from Company's gross negligence or willful misconduct.

10. INSURANCE

Provider shall maintain, at its expense, insurance coverages customary for the Services and adequate to cover the liabilities under this Agreement, including commercial general liability, automobile liability, employer's liability, and workers' compensation where applicable. Provider shall furnish certificates evidencing such insurance upon request.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as either party may designate by written notice to the other.

12. AMENDMENTS; WAIVER

Any amendment or modification to this Agreement shall be in writing and signed by authorized representatives of both parties. No waiver of any provision or breach shall be effective unless in writing and signed by the waiving party; a waiver of any breach shall not constitute a waiver of subsequent breaches.

13. COUNTERPARTS; ASSIGNMENT

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a sale of substantially all of its assets.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising hereunder.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS PROVISIONS

16.1 Relationship of the Parties. Provider is an independent contractor and not an employee, agent or partner of Company. Provider shall be solely responsible for employment taxes, benefits and related obligations for its personnel.

16.2 Subcontracting. Provider shall not subcontract material portions of the Services without Company's prior written consent. Where subcontracting is permitted, Provider shall remain fully responsible for the performance and acts of subcontractors.

16.3 Records; Audit. Provider shall maintain books and records relating to performance and charges under this Agreement for a period of three (3) years and shall permit Company to audit such records upon reasonable notice and during normal business hours.

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