Utility Metering Agreement

UTILITY METERING AGREEMENT

Parties and Effective Date

This Utility Metering Agreement ("Agreement") is entered into by and between Meter Owner: and Service Recipient: on Effective Date: . The Meter Owner and Service Recipient are collectively referred to as the "Parties."

Recitals

WHEREAS, Meter Owner owns, installs, or otherwise controls the utility metering equipment described in this Agreement and is willing to install, maintain, and read such equipment for the Service Recipient under the terms set forth herein; and

WHEREAS, Service Recipient requires utility metering, data collection, and related services at the Premises and desires to obtain such services from Meter Owner in accordance with the Scope of Work and Payment Terms contained in this Agreement; and

WHEREAS, the Parties intend that the metering installation, operation, and data shall be governed by the terms and conditions set forth below.

Meter and Location

Installation Date: . Meter Owner warrants that the meter provided will meet industry standards for accuracy and will be installed in a location reasonably accessible for maintenance and reading.

Scope of Work

The Scope of Work includes but is not limited to: supply and installation of metering equipment, periodic calibration, scheduled and emergency maintenance, meter reading and data transmission, and removal of equipment upon expiration or termination in accordance with Section Term and Termination.

Payment Terms

Payments not received within days of the due date shall incur a late fee of per month on the outstanding balance, compounded monthly, until paid in full. Service Recipient shall also be responsible for reasonable collection costs and attorneys' fees incurred by Meter Owner in collecting overdue amounts.

Meter Access, Data and Billing

Meter Owner shall have reasonable access to the Premises for installation, inspection, calibration, maintenance, and removal of the meter upon reasonable notice to Service Recipient. Service Recipient shall not obstruct or tamper with the meter. Meter Owner shall be responsible for meter reading and shall provide usage data to Service Recipient according to the Payment Schedule. Data produced by the meter shall be the property of unless otherwise agreed in writing.

Term and Termination

Term Commencement Date: . Term Expiration Date: . Either Party may terminate this Agreement for convenience by providing days' prior written notice to the other Party. Termination for cause may be effected by the non-breaching Party if the breaching Party fails to cure a material breach within days after written notice specifying the breach.

Upon termination or expiration, Meter Owner shall, at Service Recipient's direction and at Meter Owner's expense unless otherwise agreed, remove the metering equipment and restore the Premises to substantially the same condition as prior to installation, reasonable wear and tear excepted.

Confidentiality

Each Party shall keep confidential and shall not disclose to any third party any non-public business, technical or operational information, including meter data and usage records ("Confidential Information"), provided by the other Party in connection with this Agreement. Confidential Information shall not include information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the disclosing Party's Confidential Information. A receiving Party may disclose Confidential Information to its employees, agents, contractors and professional advisors on a need-to-know basis provided that such persons are subject to confidentiality obligations no less protective than those set forth herein.

Liability and Indemnification

Except for willful misconduct or gross negligence, neither Party shall be liable to the other for incidental, consequential, special or punitive damages. Each Party shall indemnify, defend and hold harmless the other Party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying Party's negligence, willful misconduct, or breach of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction where the Premises are located, without regard to conflict of law principles.

Entire Agreement

This Agreement, including all attachments and written amendments executed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, representations or agreements, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

Notices

All notices required or permitted under this Agreement shall be delivered in writing to the addresses set forth above and shall be deemed given on the date of delivery if delivered personally, on the date of receipt if sent by certified mail, or on the date of transmission if sent by confirmed electronic transmission.

Remedies; Dispute Resolution

The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the Parties agree to submit the dispute to non-binding mediation before pursuing any other remedy. Nothing in this Section shall prevent either Party from seeking injunctive relief to protect its confidential information or intellectual property rights.

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