Retrofit Document Template

RETROFIT AGREEMENT

This Retrofit Agreement ("Agreement") is entered into as of by and between Client Name: (Client) and Contractor Name: (Contractor).

WHEREAS

WHEREAS, Client desires that specified improvements, energy-efficiency upgrades, structural retrofits, and associated installations (collectively, the "Work") be performed at the retrofit location: ;

WHEREAS, Contractor represents that it possesses the skill, experience, licenses, and personnel necessary to perform the Work in a professional and workmanlike manner in accordance with applicable law, codes, and standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform the Work and Client will compensate Contractor.

SCOPE OF WORK

Contractor shall perform the Work described below. The Work shall include labor, materials, equipment, supervision, permits, testing, commissioning, and all items specified in this Agreement and any attached change orders. Contractor shall perform the Work in conformance with applicable building codes, manufacturer's instructions, and industry standards.

PAYMENT TERMS

Client shall pay Contractor for satisfactory completion of the Work the contract sum specified below, subject to adjustments for approved change orders. All payments shall be made in U.S. Dollars.

Late payments shall bear interest at the rate of % per month (or the maximum allowed by law, if less), calculated from the date payment is due until paid in full. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Contractor to collect overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period of days after receipt of written notice specifying the breach. Contractor may suspend performance for nonpayment after providing seven (7) days' written notice. Termination shall not relieve Client of its obligation to pay for Work performed prior to termination, including reasonable demobilization costs.

CONFIDENTIALITY

Each party acknowledges that, in performing under this Agreement, it may receive or have access to Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (i) maintain Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination of this Agreement for a period of .

Parties acknowledge and agree to be bound by the confidentiality provisions set forth above.

PERMITS, COMPLIANCE, INSURANCE, AND INDEMNIFICATION

Contractor shall obtain and pay for all permits, inspections, and approvals required for the performance of the Work unless otherwise agreed in writing. Contractor shall comply with applicable laws, ordinances, codes, and regulations. Contractor shall maintain insurance customary for this type of work and shall provide evidence of insurance upon request. Contractor agrees to indemnify, defend and hold harmless Client from and against claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) to the extent caused by Contractor's negligence or willful misconduct in performing the Work.

CHANGES; CHANGE ORDERS

Any changes to the Scope of Work, Contract Amount, or schedule shall be made only by a written change order signed by authorized representatives of both parties. Change orders shall set forth the change in scope, any adjustment to the Contract Amount, and any change to the schedule.

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. Venue for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located in that state.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any executed change orders and attachments, constitutes the entire agreement between the parties and supersedes all prior negotiations, proposals, and agreements, whether written or oral, relating to the subject matter hereof. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

EXECUTION

The individuals signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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