Utility Service Contract

UTILITY SERVICE CONTRACT

This Utility Service Contract ("Agreement") is made effective as of by and between:

WHEREAS

WHEREAS, Provider is engaged in the business of supplying utility services, including but not limited to electricity, water, gas, and related infrastructure operation and maintenance, and possesses the technical capability and licensing to perform such services; and

WHEREAS, Client desires to retain Provider to deliver the utility services described in this Agreement at the Client premises located at the address set forth above in accordance with the terms and conditions contained herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Services

Provider shall provide the utility services, equipment, labor, materials and supervision necessary to supply, meter, monitor, operate and maintain the utility services at the Client premises. Specific services, deliverables and performance standards are described below and shall form an integral part of this Agreement.

Payment Terms

Client shall pay Provider for the services rendered according to the fees and schedule set forth below. All payments are due in U.S. dollars and are non-refundable except as expressly provided in this Agreement.

If any payment is not received by Provider within days after the due date, Client will pay a late fee of on the past due amount, plus any collection costs and reasonable attorneys' fees incurred by Provider.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential. Provider and Client agree: (a) to use Confidential Information solely to perform their obligations under this Agreement; (b) to protect Confidential Information with at least the same degree of care as each uses to protect its own confidential information, but in no event less than reasonable care; and (c) not to disclose Confidential Information to any third party except to employees, agents or contractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes generally known to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to the disclosure and not subject to restriction; (iii) is lawfully disclosed to the receiving party by a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or expiration of this Agreement, each receiving party shall return or destroy the disclosing party's Confidential Information as requested.

Limitation of Liability and Indemnification

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages, including lost profits. Provider's aggregate liability for claims arising out of or related to this Agreement shall be limited to the total amounts paid by Client to Provider under this Agreement in the twelve (12) month period preceding the claim.

Client shall indemnify, defend and hold harmless Provider and its affiliates, officers, directors and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's negligence, or Client's misuse of the utility services.

Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, strikes, labor disputes, pandemics, governmental actions, severe weather, or interruption of utilities or transportation; provided that the affected party provides prompt written notice and uses commercially reasonable efforts to resume performance.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. Any dispute arising out of or related to this Agreement shall be resolved in the state or federal courts located within that state.

Entire Agreement and Amendments

This Agreement, including any exhibits or scopes incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior written or oral agreements, proposals, representations and communications. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices delivered by certified mail, return receipt requested, or by nationally recognized overnight courier, shall be deemed given upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions will remain in full force and effect. The parties agree that remedies at law for a breach of confidentiality or proprietary rights would be inadequate and that injunctive relief may be sought in addition to any other remedies.

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