Off-Grid Service Contract

OFF-GRID SERVICE CONTRACT

Parties

THIS OFF-GRID SERVICE CONTRACT (the Agreement) is entered into by and between Client Name: and Contractor Name: as of the Effective Date defined below.

WHEREAS

WHEREAS, Client desires to obtain design, installation, operation, or maintenance services for an off-grid energy system at the Service Location; and

WHEREAS, Contractor represents that it possesses the experience, licensing, personnel, and equipment necessary to perform off-grid energy services in accordance with industry standards and applicable law; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope of work, payment terms, confidentiality, and other matters set forth in this Agreement.

Service Location

Scope of Work

Contractor shall perform the work described below and in any attachments incorporated by written reference. Contractor shall furnish all labor, materials, equipment, tools, and supervision necessary to complete the work in a professional and workmanlike manner.

Payment Terms

Client shall pay Contractor the compensation and reimbursements described below in consideration of Contractor's performance. All monetary amounts are in U.S. dollars unless otherwise specified.

If any undisputed amount due under this Agreement is not paid within days after the due date, Client shall pay interest at the rate of per month on the unpaid balance until paid, plus reasonable collection costs.

Term and Termination

This Agreement commences on Effective Date and, unless earlier terminated in accordance with this section, continues until the completion of the Scope of Work or until the date specified below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice describing the breach. Client may terminate for convenience upon thirty (30) days' prior written notice and payment to Contractor for work performed and materials committed to as of the termination date.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and not disclose to third parties any Proprietary Information of the other party (the Disclosing Party) disclosed in connection with this Agreement. "Proprietary Information" includes system designs, performance data, technical specifications, pricing, and other nonpublic business information. Confidential information does not include information that is (a) publicly available through no fault of the Receiving Party, (b) rightfully received from a third party without restriction, or (c) independently developed by the Receiving Party without use of the Disclosing Party's Proprietary Information. The Receiving Party may disclose Proprietary Information to its employees, consultants, and subcontractors on a need-to-know basis subject to confidentiality obligations no less protective than those herein.

Insurance, Licenses and Compliance

Contractor shall maintain, at its expense, insurance coverages customary for off-grid energy work, including commercial general liability and workers' compensation where required, and shall provide evidence of such insurance upon request. Contractor shall perform work in compliance with all applicable laws, codes, and industry standards and shall procure any permits required for the work.

Warranties and Maintenance

Contractor warrants that materials furnished shall be new (unless otherwise specified) and that workmanship shall conform to industry standards for a period of months from the date of substantial completion. Remedies for breach of this warranty are limited to repair or replacement of defective items at Contractor's expense, provided Client gives prompt written notice of defects and allows Contractor reasonable opportunity to inspect and cure.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising out of that party's negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR CONTRACTOR'S BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF CONTRACTOR ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

Force Majeure

Neither party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond its reasonable control, including natural disasters, acts of government, pandemics, strikes, or supply chain disruptions (Force Majeure Event). The affected party shall provide prompt written notice and shall use commercially reasonable efforts to resume performance.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law rules. The parties shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, the parties agree that disputes shall be resolved by binding arbitration in accordance with the arbitration rules selected by mutual agreement; if the parties do not agree, disputes shall be decided in a court of competent jurisdiction located in the governing state.

Entire Agreement; Amendments

This Agreement, including any written attachments, exhibits, or change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three (3) days after deposit with the U.S. Postal Service, postage prepaid.

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