Professional Lighting Agreement

PROFESSIONAL LIGHTING AGREEMENT

This Professional Lighting Agreement ("Agreement") is made and entered into as of Date: by and between Client Name: , Entity Type: Individual Corporation LLC , Address: ; and Lighting Provider Name: , Entity Type: Individual Corporation LLC , Address: .

RECITALS

WHEREAS, Client desires the design, supply, installation and commissioning of professional lighting fixtures and related services at the Client premises described above; and

WHEREAS, Provider is duly qualified and experienced to perform lighting design, equipment supply, installation and testing and represents that it has the skill, personnel and insurance required to perform the Work; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform the services described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

1.1 Provider shall perform the work described in the Scope of Work, which includes lighting design, supply of fixtures, installation, integration with building controls, testing and commissioning (collectively, the "Work"). Provider shall supply all labor, materials, equipment and supervision necessary to complete the Work in accordance with this Agreement and accepted industry standards.

2. SCHEDULE

2.1 Provider shall commence the Work on or about Start Date: and shall achieve Substantial Completion by Completion Date: , subject to adjustments for approved Change Orders or Force Majeure as set forth in this Agreement.

3. FEES AND PAYMENT

3.1 Client shall pay Provider for the Work the total fee set forth below and according to the Payment Schedule. Unless expressly stated, all fees are exclusive of taxes.

3.2 Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. Provider may suspend Work if Client fails to pay undisputed amounts after ten (10) days' written notice.

4. CHANGE ORDERS

4.1 All changes to the Scope of Work shall be documented in a written Change Order signed by both parties. Provider shall not be obligated to proceed with changed work until a Change Order setting forth scope, price and schedule impacts has been executed.

5. ACCEPTANCE; TESTING

5.1 Provider shall perform testing and commissioning in accordance with industry standards. Client shall have a period of five (5) business days following completion of testing to provide written notice of non-conformities. Failure to timely object constitutes acceptance.

6. WARRANTIES

6.1 Provider warrants that materials supplied under this Agreement shall be new (unless otherwise specified) and free from material defects in workmanship and materials for Warranty Period following Substantial Completion. Provider will, at its option, repair or replace defective items discovered during the warranty period, provided defects are reported in writing promptly after discovery.

6.2 THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

7.1 Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against all third-party claims, liabilities, losses and expenses arising out of Provider's negligence or willful misconduct in connection with the performance of the Work, except to the extent caused by Client's negligence or breach.

7.2 Client shall indemnify Provider for claims arising out of Client-supplied equipment, materials or directions that cause damage or delay.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT.

9. INSURANCE

9.1 During performance of the Work, Provider shall maintain insurance customary in the industry, including commercial general liability and workers' compensation in amounts not less than the minimums set forth below. Provider shall provide certificates of insurance upon Client request.

10. TERMINATION

10.1 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Cure Period days following written notice: .

10.2 Client may terminate for convenience upon providing Provider with thirty (30) days' prior written notice and payment for all Work performed and committed costs through the effective date of termination.

11. NOTICES

11.1 All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as the parties may designate in writing).

12. AMENDMENTS; WAIVER

12.1 No amendment to this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No waiver of any provision shall be valid unless in writing and signed by the party granting the waiver.

13. GOVERNING LAW; JURISDICTION

13.1 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 disputes arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement, together with all attachments and executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Force Majeure: Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, labor disputes, shortage of materials, governmental actions, riots, or natural disasters, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

15.2 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. Electronic signatures shall be binding.

SIGNATURES

The parties, intending to be legally bound, have executed this Agreement by their authorized representatives as of the date first written above.

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