Power Panel Services Agreement

POWER PANEL SERVICES AGREEMENT

This Power Panel Services Agreement (the Agreement) is entered into as of by and between Client Name: with principal address: (Client), and Service Provider Name: with principal address: (Provider). Client and Provider are each a Party and together the Parties.

RECITALS

WHEREAS, Provider is engaged in the business of supplying, installing, maintaining, and repairing electrical distribution panels, power panels, and associated components; and

WHEREAS, Client desires to retain Provider to perform periodic maintenance, emergency repairs, inspections, and related services for the power panels located at the Client premises identified above; and

WHEREAS, Provider represents that it has the personnel, experience, licenses, and insurance required to perform the services described in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

"Services" means the inspection, preventive maintenance, testing, emergency response, repair, replacement, and other work on power panels and associated electrical equipment as described in Section 2. "Work Order" means a written or electronic document issued by Client or Provider authorizing Services under this Agreement. "Applicable Law" means all federal, state, and local laws, codes, regulations and standards applicable to the performance of the Services.

2. SCOPE OF SERVICES

Provider shall perform the Services described in the Scope of Work attached hereto or set forth in Work Orders issued during the Term. Services shall include, at a minimum: (a) scheduled preventive inspections and testing; (b) prompt diagnosis and repair of faults; (c) replacement of worn or defective components with parts meeting manufacturer specifications; and (d) documentation of actions taken, test results, and recommendations for corrective action.

3. TERM

The initial term of this Agreement shall commence on the Effective Date and continue for a period of years, unless earlier terminated as provided herein. Thereafter this Agreement shall automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

4. FEES; PAYMENT

Client shall pay Provider the fees set forth in each Work Order or in the pricing schedule below. Unless otherwise agreed in writing, Provider shall invoice Client monthly for Services performed and materials supplied. Invoices are due and payable within days from invoice date. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law.

5. CHANGE ORDERS

Any change to the scope, schedule, or price for Services must be documented in a written change order signed by authorized representatives of both Parties. Provider shall not be obligated to perform changed work absent such written authorization.

6. RESPONSE TIMES; EMERGENCIES

Provider shall respond to emergency service requests in accordance with the response times agreed in the applicable Work Order. For emergency events presenting an imminent hazard to life or property, Provider shall use commercially reasonable efforts to respond immediately and commence repairs as necessary to mitigate risk.

7. WARRANTIES

Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards and in compliance with Applicable Law for a period of days following completion of the Services. Provider's sole obligation under this warranty shall be to re-perform nonconforming Services at no additional charge. EXCEPT AS EXPRESSLY PROVIDED ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR PROVIDER'S FAILURE TO MAINTAIN REQUIRED INSURANCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and agents from and against third-party claims arising from Provider's negligent acts or omissions in performance of the Services, provided Client gives prompt written notice of any claim and permits Provider to control the defense. Client shall indemnify Provider for claims arising from Client's negligence or failure to disclose hazards or accurate facility information.

10. INSURANCE

During the Term, Provider shall maintain insurance coverages including commercial general liability, workers' compensation, and automobile liability in amounts customary for the industry. Upon request, Provider shall furnish certificates of insurance evidencing such coverage.

11. CONFIDENTIALITY

Each Party shall maintain as confidential non-public information disclosed by the other Party in connection with this Agreement and shall not use such information except as necessary to perform its obligations. Confidential information does not include information that is or becomes public without breach, is rightfully received from a third party, or is independently developed.

12. TERMINATION

Either Party may terminate this Agreement for cause if the other Party materially breaches any obligation and fails to cure within days after written notice. Either Party may terminate for convenience upon days' written notice. Upon termination, Client shall pay Provider for all Services performed and materials delivered through the effective date of termination.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and 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 a Party may designate by notice in accordance with this Section.

14. COMPLIANCE WITH LAWS

Provider shall perform the Services in compliance with Applicable Law, industry codes, and electrical safety standards. Provider shall obtain and maintain all licenses, permits, and certifications required to perform the Services.

15. ASSIGNMENT

Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

16. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No waiver shall be effective unless in writing and signed by the waiving Party. A waiver of a breach shall not constitute a waiver of any subsequent breach.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles.

18. ENTIRE AGREEMENT; SEVERABILITY

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

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding and admissible.

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