Power Supply Backup Agreement

POWER SUPPLY BACKUP AGREEMENT

Parties

Recitals

WHEREAS, Provider is engaged in the business of supplying electrical power backup systems, ancillary equipment, and related services and possesses the technical capacity to provide temporary or supplemental electrical power ("Backup Power") to Client; and

WHEREAS, Client desires to procure Backup Power and related services from Provider on the terms set forth in this Agreement to ensure continuity of Client's operations in the event of utility interruption or scheduled maintenance; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions

"Backup Event" means any unplanned interruption of primary utility power or any planned interruption for which Client requests Provider activation. "Equipment" means generators, switchgear, cabling, fuel systems, monitoring devices, and associated components provided by Provider under this Agreement. "Service Site" means the Client Address or any location identified in writing by Client where Provider will deploy Equipment.

2. Scope of Work

Provider shall supply, install (if agreed), commission, maintain, and operate Equipment as necessary to provide Backup Power at the Service Site during Backup Events in accordance with the requirements set forth below and any attachments or change orders executed by the parties.

3. Payment Terms

Client shall pay Provider the fees set forth below. All fees are exclusive of applicable taxes, duties, and applicable fuel or consumable charges unless otherwise indicated. Provider shall invoice Client in accordance with the agreed schedule. Payments are due within the specified payment term.

4. Term and Termination

This Agreement commences on the Effective Date and continues until the End Date unless earlier terminated in accordance with this Section.

Effective Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above, provided that termination for non-payment shall be effective after fifteen (15) days' written notice and failure to cure. Termination shall not relieve Client of obligations to pay fees accrued through the effective date of termination.

5. Confidentiality

Each party agrees to hold in strict confidence all non-public, proprietary, or commercially sensitive information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is lawfully received from a third party without restriction; (c) was known to the receiving party prior to disclosure; or (d) is independently developed by the receiving party without use of Confidential Information.

A receiving party may disclose Confidential Information to its employees, agents, subcontractors, or advisers on a need-to-know basis provided those recipients are bound by confidentiality obligations no less protective than those herein. A receiving party may disclose Confidential Information to the extent required by law, regulation, or valid court order, provided it gives the disclosing party prompt written notice and cooperates to seek an appropriate protective order.

6. Warranties; Limitation of Liability

Provider warrants that Equipment provided under this Agreement will be in good working order at the time of delivery and, if installation is provided, will be installed in a workmanlike manner. The warranty period and remedy for breach shall be as set forth in any attached statement of work. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

7. Insurance

Provider shall maintain at its expense commercial general liability insurance and, where applicable, equipment liability and workers' compensation coverage with limits reasonably customary for Provider's operations. Provider shall provide certificates of insurance upon Client's reasonable request.

8. Compliance; Permits

Each party shall comply with all applicable laws, codes, regulations and permitting requirements in the performance of its obligations. Provider shall be responsible for obtaining any permits or approvals required for Provider's Equipment and operations unless otherwise expressly allocated in writing.

9. Governing Law

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.

10. Entire Agreement; Amendments

This Agreement, including any statements of work, attachments or executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. No modification shall be effective unless set forth in a written amendment signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of Provider's assets.

Sign Now