ANNUAL MAINTENANCE CONTRACT (FOR VENDORS PROVIDING PREVENTIVE, ON SITE MAINTENANCE ON AN ANNUAL BASIS)

THIS ANNUAL MAINTENANCE CONTRACT ("Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] ("Customer") and [_____________], a [_____________] corporation with an address at [_____________] ("Contractor").

The parties agree as follows:

1. MAINTENANCE SERVICES. Contractor shall provide Customer with the following maintenance services:

a. Preventive Maintenance Site Visits: At a minimum, these site visits will be quarterly in the first year of operations following the Completion Date and annually thereafter, and shall include:

i. System testing (string voltage/amperage).

ii. System visual inspection.

iii. Routine system maintenance to include correction of loose electrical connections, ground connections, replacement of defective modules found during testing, other minor maintenance repair work and field service repair. Landscaping works are not included.

iv. Routine maintenance to include sensor calibration and data integrity check.

v. Routine sensor calibration.

b. Customer Service Support.  Support consists of a technical support line ([_____________]  a.m. to [_____________] p.m, local M-F)

c. Reporting. An annual performance report with anual updates to all applicable documentation.

d. Other System Services.

i. Facility staff training one time.

ii. Management of Customer's long term service and warranty agreements.

2. COVERED ITEMS. Contractor shall provide these maintenance services for the following items:

[_____________]

3. FEES. The Customer shall pay Contractor an annual fee of $[_____________] as follows: [_____________].

4. GENERAL. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Customer in whole or in part without the prior written consent of Contractor. Any transfer, assignment, delegation or sublicense by Customer without such consent is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party

CUSTOMER

By: __________________________________
Print Name: ___________________________
Title: ________________________________

CONTRACTOR

By: __________________________________
Print Name: ___________________________
Title: ________________________________