Our business relationships with our customers shall be based on our General Terms and Conditions of Sale, as defined below:
Contractor is providing a "turn key" system which includes all applicable standard hardware, materials, supplies and services required to provide a fully-operational system.
All work shall be completed in a workmanship like manner and in compliance with all building codes and other applicable laws.
To the extent required by law all work shall be performed by individuals duly licensed and authorized by law to perform said work.
Contractor may at its discretion engage subcontractors to perform work hereunder, provided Contractor shall fully pay said subcontractor and in all instances remain responsible for the proper completion of this Contract.
The Contractor and Customer recognize that Contractor`s original cost and time estimates may prove too low due to unforeseen events, or to factors unknown to the Contractor when the contract was made;
Customer may desire a mid-job change in the specifications that would add time and cost to the specified work possibly inconvenience the Contractor; or Other provisions of the contract may be difficult to carry out because of unforeseen events, such as a materials shortage or a labor strike. If these or other events beyond the control of the parties reasonable require adjustments to this contract, the parties shall make a good faith attempt to agree on all necessary particulars. Such agreements shall be put in writing, signed by the parties and added to this contract. Failure to reach agreement shall be deemed a dispute to be resolved as agreed herein.
Contractor warrants it is adequately insured for injury to its employees and others incurring loss or injury as a result of the acts of Contractor or its employees and subcontractors.
Contractor shall at its own expense obtain all permits necessary for the work to be performed.
Unless otherwise indicated, no taxes are included in the prices. Customer agrees to pay any taxes which are paid or payable, or assessed in connection with this Work.In the event Customer shall fail to pay any periodic or installment payment due, Contractor may cease work without breach pending payment or resolution of any dispute.
All disputes hereunder shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
Contractor shall not be liable for any delay due to circumstances beyond its control including strikes, casualty or general unavailability of materials. Any starting or completion dates stated by Contractor shall be subject to clarification of all technical details. Moreover, Contractor`s obligation to meet any deadlines shall be based on the punctual and proper fulfillment of the customer`s obligations. In the event of strikes, lockouts, Force Majeure, delayed shipments by suppliers or subcontractors or other causes hindering punctual Completion for reasons that Contractor are not accountable for, Contractor shall be entitled to extend the Completion date(s) by a reasonable amount of time.
All materials shall be new, in compliance with all applicable laws and codes, and shall be covered by a manufacturer`s warranty if appropriate.
The work specified herein shall be considered completed upon approval by Customer, provided that Customer`s approval shall not be unreasonably withheld. Except for any "retainage amount" (not to exceed 10%), substantial performance of the specified work in a workmanlike manner shall be considered sufficient grounds for Contractor to require final payment by Customer, except as provided in Liens and Waiver of Liens clause herein. Project is considered completed once the system is operational. Project completion does not constitute completion of any third party building,electric utility inspections. Project completion does not constitute the completion of a utility "net-meter" if applicable.
Contractor will complete the specified work in a substantial and workmanlike manner according to standard practices prevalent in Contractor`s trade. The specified work will comply with all applicable building codes and regulations.
Major equipment as supplied by third-party(ies) manufacturer(s) shall be warranted in accordance to that manufacturer`s 25 year performance guarantee & labor warranty.
Contractor disclaims any liability for direct or indirect damages due to improper modifications, alterations or repair attempts, inappropriate use or operation, insufficient ventilation of electrical equipment, non-compliance with relevant safety standards or regulations, flood, lightning, overvoltage, storm, fire (acts of nature).
Contractor will not be liable for any direct, indirect or consequential damages, losses, costs or expenses however arising in contract or tort, including without restriction any economic losses of any kind, any loss or damage to property, any personal injury, any damage or injury arising from or as a result of misuse or abuse, or the incorrect operation of the equipment.
Contractor agrees to be bound by the following conditions when performing the specified work: At the end of each day`s work, Contractor agreement to clean all debris from the work area and leave all appliances and facilities in good working order
Customer may cancel this Contract within five (5) days after signature by notifying Contractor of such in writing. Customer will be responsible for any and all incurred by the contractor prior to the cancellation.
You Save Green warranties that there will be no intrusion from natural water into any installed penetrations for 25 years following the completion of the installation. You Save Green will be responsible for repairing the intrusion area only, by means of waterproofing and damage repair. The Customer agrees age of the existing roofing should be recognized before installation and that You Save Green is not responsible for existing conditions. Detection of any leaking areas (PV array penetrations) must be reported immediately to You Save Green. Any areas affected by the intrusion will be assessed by our staff only.
To ensure compliance with requirements imposed by the IRS, please be advised that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used or relied upon, and cannot be used or relied upon, for the purpose of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.
You Save Green`s direct return on investment calculations are based on industry standards, we make no guarantees for projected savings based on this proposal, and advises customers to consult their own investment professional to calculate return on investment.
1.1 - This NDA shall come into effect on the date as specified in the signature block below.
1.2 - The parties wish to evaluate a potential business transaction (the "Purpose").
1.3 - A party or any of its group companies ("Discloser") may disclose to the other party or any of its group companies ("Recipient") information of a confidential or proprietary nature relating to the Purpose (the "Confidential Information").
2.1 - Recipient shall
(a.) - Not disclose the Confidential Information save as permitted in this NDA;
(b.) - Use the Confidential Information only for the Purpose;
(c.) - Keep the Confidential Information in a safe and secure place and use reasonable measures to prevent unauthorised access, destruction, corruption or loss;
(d.) - Only share Confidential Information with its group companies, employees, agents or third-party contractors (or those of its group companies) (collectively, "Representatives") who need to know it in connection with the Purpose and who have been informed of its confidential nature; and
(e.) - Be liable for any failure of its Representatives to comply with the terms of this NDA.
2.2 - Confidential Information does not include information that
(a.) - was known to Recipient without restriction before disclosure by Discloser;
(b.) - is publicly available through no fault of Recipient;
(c.) - is rightfully received by Recipient from a third party without a duty of confidentiality; or
(d.) - is independently developed by Recipient.
2.3 - Recipient may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to Discloser (to the extent legally permissible).
3.1 - No party acquires any intellectual property rights under this NDA except the limited rights necessary to use the Confidential Information for the Purpose.
3.2 - Discloser warrants that it has the right to disclose the Confidential Information but does not warrant its accuracy or completeness.
3.3 - Discloser shall not be liable for any damage or loss resulting from the use of the Confidential Information, which is provided "as is".
3.4 - Upon Discloser's written request, Recipient shall immediately destroy the Confidential Information. Recipient may retain copies of Confidential Information as required by law or that is automatically stored by backup systems and which are not accessible in the normal course of business. The Confidential Information shall continue to be subject to the terms of this NDA for so long as such material is retained.
3.5 - Neither party shall export or transfer any Confidential Information without complying with any applicable export control legislation.
4.1 - A party may terminate this NDA with 30 days prior written notice, but this NDA's provisions will survive as to Confidential Information that is disclosed before termination.
4.2 - Unless the parties otherwise agree in writing, Recipient's duty to protect a piece of Confidential Information expires three years from its disclosure.
4.3 - This NDA imposes no obligation to proceed with any business transaction.
4.4 - This NDA does not create any agency or partnership relationship.
4.5 - This NDA is not assignable or transferable by either party without the prior written consent of the other party.
4.6 - This NDA is the parties’ entire agreement on this topic, superseding any prior or contemporaneous agreements.
4.7 - Any amendments to this NDA must be in writing and signed by both parties.
4.8 - Only Discloser and Recipient and their respective group companies have any rights under this NDA. The parties may terminate or amend this NDA without the consent of such group companies.
4.9 - This NDA and any dispute, claim or controversy arising under or in connection with this NDA, shall be governed by the laws of England.
4.10 - The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any claim that arises out of or in connection with this NDA (including non-contractual disputes or claims).
4.11 - This NDA is executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.
WHEREAS, the Parties possess information (“Proprietary Information”), including, but not limited to confidential electricity bills, tariff data, technical plans, technical specifications, data, drawings, sketches, and specifications which they consider proprietary and/or confidential relating to Photoelectric solar projects, Equipment efficiency, Carbon Credit and Photoelectric strategy in providing Solutions for Solar and Electrical & Electronics equipment efficiency and Manufactured products; and
WHEREAS, the Parties desire to disclose to each other, subject to the terms of this Agreement, some of such proprietary and/or confidential information; and
WHEREAS, the Parties wish to define their rights with respect to any information exchanged, and to protect any proprietary and/or confidential information and novel features contained therein in accordance with the terms of this Agreement; and
WHEREAS, the Parties wish to define their rights with respect to any design, plan, execution, Software Algorithm, Video, Mobile Application, Marketing material template design, prepared by 2nd party are proprietary and/or confidential information belongs to M/s Photoelectric Solar System Pvt Ltd; and
WHEREAS, the Parties wish to regulate how Proprietary Information (Photoelectric defined) is to be treated while in the possession or control of a Receiving Party (Photoelectric defined), so as to protect the interests therein of the Disclosing Party (Photoelectric defined); and
NOW, THEREFORE, in consideration of the premises, promises and covenants contained herein, the Parties agree as follows:
“Proprietary Information” includes, but is not limited to, all information, delivered
to the Receiving Party by the Disclosing Party before, on or after the Effective
Date in connection with the Purpose, not generally known to the public, in spoken,
printed, electronic, or any other form or medium, relating directly or indirectly to:
potential customers and the projects that the disclosing party is working on,
pricing models, business processes, practices, methods, policies, plans,
publications, documents, research, operations, services, strategies, techniques,
agreements, contracts, terms of agreements, transactions, potential transactions,
negotiations, pending negotiations, know-how, trade secrets, computer programs,
computer software, applications, operating systems, software design, web design,
work-in-process, databases, manuals, records, articles, systems, material, sources
of material, supplier information, vendor information, financial information,
results, accounting information, accounting records, legal information, marketing
information, advertising information, pricing information, design information,
payroll information, staffing information, personnel information, employee lists,
supplier lists, vendor lists, developments, reports, internal controls, security
procedures, graphics, drawings, sketches, market studies, sales information,
revenue, costs, formulae, notes, communications, algorithms, product plans,
audiovisual programs, inventions, unpublished patent applications, original works
of authorship, discoveries, experimental processes, experimental results,
specifications, customer information, customer lists, of a Party or its businesses or
of any other person or entity that has entrusted information to the Party in
However, information will not be considered to be Proprietary Information if:
(a.) - If such information was known to the Receiving Party, or otherwise in public domain, or publicly available prior to its receipt under this Agreement, or became lawfully known to the Receiving Party from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party; or
(b.) - If such information was disclosed to the Indian Government or others by the Disclosing Party as per Court ruling; or
(c.) - If such information was independently developed by the Receiving Party as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party’s Proprietary Information; or
(d.) - If such information is disclosed to the Receiving Party or to others on a non-restricted basis. “Disclosing Party” means a party that discloses Proprietary Information under this Agreement.
“Receiving Party” means a party that receives or acquires Proprietary Information directly or indirectly under this Agreement.
With regard to Proprietary Information disclosed by either Party, the Receiving Party agrees:
(a.) - Until five (5) years from the date of this Agreement, or until it is no longer Proprietary Information according to ARTICLE I above, whichever is earlier: (i) not to use (or permit to be accessed or used) Proprietary Information for purposes other than the Purpose defined above, and (ii) not to disclose Proprietary Information to persons other than its employees who have been determined to have a need to know to assist the necessary party in relation to the Purpose. Disclosure of Proprietary Information to any employee will be subject to each of the restrictions set forth herein; and
(b.) - Not to use Proprietary Information to benefit itself or to damage the Disclosing Party; and
(c.) - That such Proprietary Information will remain the property of the Disclosing party and is not to be mechanically or electronically copied or reproduced without the express written permission of the Disclosing Party. Except as required by applicable federal, state, or local law or regulation, or otherwise as mutually agreed in writing by the Parties, neither Party shall itself disclose, nor permit any of its representatives to disclose to any person:
Proprietary Information may only be disclosed by a Party to the other Party’s contact persons listed on Exhibit A hereto, unless otherwise direct by such a contact person in writing.
Neither party nor its advisors make any representations or warranties (express or implied) as to the accuracy or completeness of the Proprietary Information, and will have no liability to the other or any of the other’s advisors or affiliates regarding the same.
However, a Receiving Party will not be liable for:
(a.) - Disclosure of Proprietary Information pursuant to judicial action or Indian Governmental regulations or requirements, provided that the Receiving Party notifies the Disclosing Party, by registered mail, of the need for such disclosure within ten (10) calendar days after such need becomes known to the extent permitted by law; or
(b.) - Unauthorized disclosure of Proprietary Information by employees of the Receiving Party provided the Receiving Party protects such Proprietary Information to the extent normally used in safeguarding its own proprietary and/or confidential information, but in no event less than a reasonable degree of care; or
(c.) - Use or disclosure of Proprietaiy Information more than five (5) years after the date of this Agreement or after such Proprietary Information is no longer Proprietary Information in accordance with Article I above, whichever is earlier
No other rights or obligations other than those expressly recited herein are to be implied by this Agreement with respect to designs, pricing, terms of sale, inventions, copyrights, and Proprietary Information. Each Party hereby retains its entire right, title, and interest, including all intellectual property rights, in and to all of its Proprietary Information. Any disclosure of such Proprietary Information hereunder shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to the Receiving Party or any of its representatives. Unless specifically provided herein, this Agreement contains all the understandings and representations between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The Parties agree that neither Party shall be under any legal obligation of any kind whatsoever, or otherwise be obligated to enter into any business or contractual relationship, investment, or transaction, by virtue of this Agreement, except for the matters specifically agreed to herein.
No license of any kind is granted to the Receiving Party under any patent or patent application, by implication or otherwise, by conveying Proprietary Information to the Receiving Party and none of such Proprietary Information which may be transmitted or exchanged by the respective Parties will constitute any representation, warranty, assurance, or guarantee of inducement by either Party to the other with respect to the infringement of patents or to the rights of others.
Exchange of Proprietary Information by and between the Parties is contemplated throughout the term of this Agreement. All provisions herein relating to holding in confidence all Proprietary Information received from the other Party will remain in full force and effect for the period as specified under ARTICLE II (a) above.
This Agreement will terminate Five (5) years from the date first written above. Termination of this Agreement will not affect the rights and obligations contained herein with respect to Proprietary Information supplied hereunder prior to termination. Upon either termination or request of the Disclosing Party, the Receiving Party shall return or destroy all originals, recorded and unrecorded copies of Proprietary Information, information derived there from and portions thereof, that remain in the Receiving Party's possession (including Proprietary Information stored on tapes, computer discs, compact discs and other media). The Receiving Party shall certify in writing its return or destruction of the Proprietary Information to the Disclosing Party.
The persons executing this document for and on behalf of the Parties represent that they are fully authorized to do so for and on behalf of their respective principals as first set forth above. This document contains the entire agreement between the Parties, and supersedes any prior oral or written agreements, understandings or communications with respect to the subject matter of this Agreement. No agreements or understanding varying or extending the same will be binding upon either Party hereto unless in writing and signed by a duly authorized representative thereof. Unless superseded by substantially similar provisions on a subsequent teaming agreement, joint venture agreement, subcontract of other contractual document, the rights and obligations of the parties set forth herein shall remain in full force and effect and shall survive the execution of the subsequent agreement.
Each Party agrees to timely notify the other Party of any claim, dispute or cause of action arising under or related to this Agreement and to negotiate in good faith to resolve any such claim, dispute or cause of action. To the extent that such negotiations fail, the Parties agree that any lawsuit or cause of action brought by one Party against the other that arises out of or is related to this Agreement shall be filed and litigated only with a court of competent jurisdiction within Mumbai, India; and the Parties hereby consent and agree to the personal jurisdiction located within Mumbai with respect to any such claim, dispute or cause of action and waive any defense or objection to the exercise of personal jurisdiction and/or venue by any such court. The Parties to this Agreement also consent and agree that this Agreement and the obligations of the Parties hereunder shall be governed by, interpreted, construed and enforced in accordance with the laws of India.
The Receiving Party recognizes and agrees that the Proprietary Information is of a
special, unique and extraordinary character which gives it a peculiar value the loss of
which cannot be reasonably or adequately compensated in damages, and that a breach
of this Agreement will cause irreparable damage and injury to the Disclosing Party. The
Receiving Party, therefore, expressly agrees that the Disclosing Party shall be entitled to
injunctive and/or other equitable relief to prevent a breach of the provisions of this
Agreement, or any other part thereof, in addition to any other remedies available to the
Disclosing Party. All remedies available to the Disclosing Party hereunder are
cumulative, and may, to the extent permitted by law, be exercised concurrently or
separately. The exercise by the Disclosing Party of any one remedy shall not be deemed
to be an election of such remedy or to preclude the exercise of any other remedy.
No provision of this Agreement may be amended or modified unless the amendment or modification is agreed to in writing and signed by the waiving Party. No waiver by either Party of any breach of any condition or provision of this Agreement to be performed by the other Party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either Party in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise of any right, power, or privilege
Neither this Agreement nor any interest herein may be assigned, in whole or in part, by either party without the prior written consent of the other party, except that, without securing such prior consent, either party shall have the right to assign this Agreement to any successor of such party by way of merger or consolidation or the acquisition of substantially all of the assets of such party; provided, however, that such successor shall expressly assume all of the obligations of such assigning party under this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate as of the date first written above.
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