Professional LED Agreement

PROFESSIONAL LED AGREEMENT

This Professional LED Agreement (the "Agreement") is made as of Effective Date: by and between Provider: with principal place of business at , and Client: with principal place of business at .

RECITALS

WHEREAS, Provider is professionally engaged in the design, supply, installation and commissioning of LED lighting equipment and associated control systems suitable for commercial and industrial applications; and

WHEREAS, Client desires to procure from Provider certain LED fixtures, drivers, control components, and related installation and commissioning services as described in this Agreement; and

WHEREAS, Provider has represented that it possesses the experience, personnel and facilities necessary to perform the services and deliver the goods in accordance with the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants 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 "Work" means the goods, equipment, labor, installation, programming, commissioning, testing and related services to be provided by Provider under this Agreement as described in Section 2.

1.2 "Manufacturer Warranty" means the express warranty provided by the equipment manufacturer for LED fixtures and components as identified in the Equipment Schedule.

2. SCOPE OF WORK

Provider shall supply and install LED lighting equipment and perform commissioning services at the premises identified by Client. The Work shall include procurement of equipment, site preparation limited to discrete scope specified herein, installation labor, wiring to existing branch circuits, mounting, programing of controls, commissioning, and final cleanup.

3. DELIVERABLES, SCHEDULE AND MILESTONES

Provider shall deliver and install the Equipment in accordance with the schedule set forth below. Time is of the essence for milestones set forth in the Project Schedule. Provider shall notify Client in writing of any anticipated delay and shall use commercially reasonable efforts to mitigate such delay.

4. PRICE AND PAYMENT

Client shall pay Provider the total contract price for the Work as set forth below. Unless otherwise agreed in writing, all payments are due net thirty (30) days from invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider may suspend performance for nonpayment after ten (10) days' written notice.

5. CHANGE ORDERS

Any changes to the Work, including alterations in scope, equipment substitutions, or adjustments to the schedule, shall be made only by written change order signed by authorized representatives of both parties. Change orders shall set forth any price adjustments and any change in schedule or delivery obligations.

6. ACCEPTANCE; TESTING; FINAL PAYMENT

Upon completion of installation and commissioning, Provider shall notify Client that the Work is ready for acceptance testing. Client shall have a reasonable period, not to exceed ten (10) business days, to perform acceptance tests. If the Work fails to conform, Provider shall promptly correct nonconforming items. Final payment shall not be unreasonably withheld following successful acceptance.

7. WARRANTIES

Provider warrants that all installed equipment will be free from defects in materials and workmanship under normal use for a period equal to the Manufacturer Warranty and additional installation labor warranty of from the date of acceptance. This warranty does not apply to damage due to misuse, modification, improper maintenance, or acts beyond Provider's control.

8. TITLE; RISK OF LOSS

Title to equipment shall pass to Client upon full payment of the applicable invoice, except where otherwise agreed in writing. Risk of loss for equipment shall pass to Client upon delivery to the job site, unless Provider is responsible for shipment and installation under the applicable delivery terms.

9. CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is or becomes publicly available through no breach by the receiving party.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

Provider shall indemnify and hold Client harmless from and against claims, liabilities and expenses arising from Provider's negligent performance of the Work or breach of this Agreement, provided that Client promptly notifies Provider of such claim and cooperates in its defense. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

11. INSURANCE

Provider shall maintain insurance customary for the industry, including commercial general liability, workers' compensation, and automobile liability insurance covering the performance of the Work. Provider shall furnish certificates of insurance upon Client's reasonable request.

12. TERM; TERMINATION

This Agreement shall commence on the Effective Date and shall continue until completion of the Work unless earlier terminated as provided herein. Either party may terminate for material breach by the other party if the breach remains uncured for thirty (30) days following written notice. Upon termination for convenience by Client, Provider shall be entitled to payment for Work performed and reasonable demobilization costs.

13. NOTICES

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

14. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or to a successor by merger or acquisition provided that such assignee assumes Provider's obligations hereunder.

15. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to insist upon strict performance of any provision shall not be construed as a waiver of any subsequent default. 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.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. This Agreement, including all exhibits and documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS PROVISIONS

17.1 Relationship of the Parties. The parties are independent contractors and nothing in this Agreement shall create a joint venture, partnership, employment, or agency relationship.

17.2 Subcontractors. Provider may engage subcontractors to perform portions of the Work but shall remain responsible for their performance and compliance with this Agreement.

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