Plans, Specifications, and Construction Documents
Efficient Electric Company will make available to the client all plans, specifications, drawings, blueprints, and similar construction documents necessary to provide the Services described herein. Any such materials shall remain the property of Efficient Electric Company until complete payment has been made.
Compliance with Laws
Efficient Electric Company shall provide the Services in a workmanlike manner, and in compliance with all applicable federal, state, and local laws and regulations, including, but not limited to all provisions of the Fair Labor Standards Act, the Americans with Disabilities Act, the federal Family and Medical Leave Act, the California Labor Code, the California Fair Employment and Housing Act, and the California Family Rights Act.
Work Site
The client certifies they own the property herein described, free and clear of any liens and encumbrances. Prior to the start of construction, the client shall provide an easily accessible building site, which meets all zoning requirements for the structure.
Change Order
The client may make changes to the scope of the work from time to time during the term of this Contract. However, any such changes or modifications shall only be made in a written "Change Order Form" which is signed and dated by both parties. Such Change Orders shall become part of this Contract. The Contractee agrees to pay any increase in the cost of the Construction work as a result of any written, dated, and signed Change Order. In the event the cost of a Change Order is not known at the time a Change Order is executed, Efficient Electric Company shall estimate the cost thereof and the client shall pay the actual cost whether this cost is over the estimated cost.
Permits
Efficient Electric Company shall obtain all necessary building, electrical, and/or solar permits and the Contractee agrees that the cost for anything except permits directly related to the scope of work outlined herein shall be reimbursed to Efficient Electric Company. I.E. Unforeseen service upgrade permits, ground inspections outside the normal scope of work, unpermitted structures resulting in delays, etc.
Inspection
The client shall have the right to inspect all work performed under this Contract. All work that needs to be inspected or tested and certified by an engineer as a condition of any government department or other state agency, or inspected and certified by the local health officer, shall be done at each necessary stage of construction and before further construction can continue. All 3rd party inspections and certifications will be done at the client's expense. If Authority Having Jurisdiction inspects and approves the project, Efficient Electric Company is not required to make any changes or modifications to the job site upon 3rd party inspectors’ findings.
Payment
If any invoice is not paid when due, interest will be added to the payable on all overdue amounts at 18 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. The client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if the client fails to pay for the Services when due, Efficient Electric Company has the option to treat such failure to pay as a material breach of Contract and may cancel this Contract and/or seek legal remedies. Efficient Electric Company shall, upon request, provide the client with proof of complete payment to vendors/suppliers for material before requesting additional payment from the client.
Proof of payment from vendors/suppliers/sub-contractors may be an email or letter stating Efficient Electric Company has paid, in full, all invoices associated with this project.
Roof and Liability Disclaimer
Age of Roof Disclaimer
If upon inspection the Contractor finds the current roof to be older than the lifespan of the solar system, in rough condition, or otherwise an unusable “work area” for solar installation, the Contractor will present the client options to repair or replace the roof as an added service prior to the solar system installation.
If the roof’s lifespan (35 - 50 years) is found to be less than the solar system’s lifespan (10 years), Efficient Electric Company will not be held responsible if the client declines to replace old roofing tiles and roofing materials prior to solar system installation.
No “Work Area” Limitations of Liability
In addition to the above, Efficient Electric Company’s roof warranty is only subjected to “work areas.” Areas not included within the “work area” will not be subjected to the roof warranty. “Work areas” are subjected to and include roof areas that have solar panels installed, in-wall wiring and attic work (if applicable to the home), and service panel boxes.
Efficient Electric Company, will not be liable for any indirect, special, incidental, exemplary, punitive, or consequential damages of any kind or nature, including without limitation, business interruption, removal, reinstallation, goodwill, failure, or malfunction, even if advised of the possibility of such damages that are unrelated to “work areas.” Liabilities not excused by Force Majeure or otherwise shall be limited to direct actual damages (i.e., work areas).
Energy Estimate Consumption Disclaimer
Efficient Electric Company creates estimates based on the client’s energy consumption history. For the most accurate energy estimate, 12-month history energy will be used to size the system.
If the client has less than 12 months of energy consumption history, that data will be used to create an estimate, but the estimate will not be as accurate as a full 12-month history. By signing this Contract, the Contractee acknowledges that an estimate made with less than a 12-month energy bill, will not portray the most accurate data of how much a solar system can save the customer energy. This may result in the system being oversized (excess credits) or undersized (still using grid energy).
If Efficient Electric Company has been provided a 12-month history of energy consumption by the client and has sized the system appropriately based on site conditions. The client understands the system generates a fixed amount of energy and there may be a residual utility bill if they increase consumption.
NON-DISCLOSURE AGREEMENT:
By agreeing to the terms and conditions, you are agreeing to the following.
THIS AGREEMENT (the "Agreement”) is entered into on this day of (when the project was submitted) by and between Efficient Industries, LLC (dba E-fficient Solar Design), having its principal place of business at 23963 Five Tribes Trl., Murrieta, CA ( the” Disclosing Party”), and (Client/you) having its principal place of business at (Client's/your place of business) (the “Recipient” or the “Receiving Party”). The Recipient hereto desires to participate in discussions and business activities regarding the design and engineering of photovoltaic plan sets and other consulting services provided by the company. These plan sets are considered sensitive material and shall not be shared with anyone who is not directly involved with the project or involved with the "Recipient's" company.
(The “Transaction”). During these discussions, Disclosing Party may share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Definition of Confidential Information
(a) For purposes of this Agreement, “Confidential Information” means any data or Information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable, or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party, and that Disclosing Party regards all of its Confidential Information as trade secrets
(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality;
(c) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement;
(d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and
(e) is or has been independently developed by employees, consultants, or agents of the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information.
2. Disclosure of Confidential Information
From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will:
(a) limit disclosure of any Confidential Information to its directors, officers, employees, agents, or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose;
(b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth 2 in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). Each party shall be responsible for any breach of this Agreement by any of their respective Representatives.
3. Use of Confidential Information
The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties' Existing agreement that Federal Rule of Evidence 408 governs their discussions in furtherance of a potential business relationship.
4. Compelled Disclosure of Confidential Information
Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information under any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request, or similar method, provided that the Receiving Party promptly notifies, the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedies to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request concerning the Receiving Party’s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with a such request provided the Receiving Party give (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.
5. Term
Efficient Electric Company shall commence the work to be performed on the Contract date and shall complete the work on or before 365 days from the Effective Date. Work shall be completed in a timely manner. The client shall be notified of any major delays in construction as soon as information is made available to Efficient Electric Company.
6. Remedies
Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.
7. Return of Confidential Information
Receiving Party shall immediately return and redeliver to the other all tangible material embodying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts, or derivative information deriving therefrom and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).
8. Notice of Breach
Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, or any other breach of this Agreement by Receiving Party or its Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.
9. No Binding Agreement for Transaction
The parties agree that neither party will be under any legal obligation of any kind
whatsoever with respect to a Transaction under this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.
10. Warranty
Efficient Electric Company shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Efficient Electric Company's community and region and will provide a standard of care equal to, or superior to, care used by service providers similar Efficient Electric Company on similar projects. Efficient Electric Company shall complete electrical and/or solar construction in conformance with the plans and specifications. All solar panels and inverters are covered under their manufacturer’s warranties. Efficient Electric Company offers a 10-year workmanship warranty, covering the assembly of the materials.
In addition to any additional warranties agreed to by the parties, Efficient Electric Company warrants that the work will be free from faulty materials; constructed according to the standards of the building code applicable for this location; constructed in a skillful manner and fit for habitation or appropriate use. The warranty rights and remedies outlined in the California Uniform Commercial Code apply to this contract.
11. Miscellaneous
(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought. (b) The validity, construction, and performance of this Agreement shall be governed and construed in accordance with the laws of California applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in California shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement. (c) Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. (d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten, or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten, or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included. (e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addresses as may be furnished by a party per this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing. (f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns, and designees. (g) The receipt of Confidential Information according to this Agreement will not prevent or in any way limit either party from: (i) developing, making, or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other. (h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
Efficient Electric Company will make available to the client all plans, specifications, drawings, blueprints, and similar construction documents necessary to provide the Services described herein. Any such materials shall remain the property of Efficient Electric Company until complete payment has been made.
Compliance with Laws
Efficient Electric Company shall provide the Services in a workmanlike manner, and in compliance with all applicable federal, state, and local laws and regulations, including, but not limited to all provisions of the Fair Labor Standards Act, the Americans with Disabilities Act, the federal Family and Medical Leave Act, the California Labor Code, the California Fair Employment and Housing Act, and the California Family Rights Act.
Work Site
The client certifies they own the property herein described, free and clear of any liens and encumbrances. Prior to the start of construction, the client shall provide an easily accessible building site, which meets all zoning requirements for the structure.
Change Order
The client may make changes to the scope of the work from time to time during the term of this Contract. However, any such changes or modifications shall only be made in a written "Change Order Form" which is signed and dated by both parties. Such Change Orders shall become part of this Contract. The Contractee agrees to pay any increase in the cost of the Construction work as a result of any written, dated, and signed Change Order. In the event the cost of a Change Order is not known at the time a Change Order is executed, Efficient Electric Company shall estimate the cost thereof and the client shall pay the actual cost whether this cost is over the estimated cost.
Permits
Efficient Electric Company shall obtain all necessary building, electrical, and/or solar permits and the Contractee agrees that the cost for anything except permits directly related to the scope of work outlined herein shall be reimbursed to Efficient Electric Company. I.E. Unforeseen service upgrade permits, ground inspections outside the normal scope of work, unpermitted structures resulting in delays, etc.
Inspection
The client shall have the right to inspect all work performed under this Contract. All work that needs to be inspected or tested and certified by an engineer as a condition of any government department or other state agency, or inspected and certified by the local health officer, shall be done at each necessary stage of construction and before further construction can continue. All 3rd party inspections and certifications will be done at the client's expense. If Authority Having Jurisdiction inspects and approves the project, Efficient Electric Company is not required to make any changes or modifications to the job site upon 3rd party inspectors’ findings.
Payment
If any invoice is not paid when due, interest will be added to the payable on all overdue amounts at 18 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. The client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if the client fails to pay for the Services when due, Efficient Electric Company has the option to treat such failure to pay as a material breach of Contract and may cancel this Contract and/or seek legal remedies. Efficient Electric Company shall, upon request, provide the client with proof of complete payment to vendors/suppliers for material before requesting additional payment from the client.
Proof of payment from vendors/suppliers/sub-contractors may be an email or letter stating Efficient Electric Company has paid, in full, all invoices associated with this project.
Roof and Liability Disclaimer
Age of Roof Disclaimer
If upon inspection the Contractor finds the current roof to be older than the lifespan of the solar system, in rough condition, or otherwise an unusable “work area” for solar installation, the Contractor will present the client options to repair or replace the roof as an added service prior to the solar system installation.
If the roof’s lifespan (35 - 50 years) is found to be less than the solar system’s lifespan (10 years), Efficient Electric Company will not be held responsible if the client declines to replace old roofing tiles and roofing materials prior to solar system installation.
No “Work Area” Limitations of Liability
In addition to the above, Efficient Electric Company’s roof warranty is only subjected to “work areas.” Areas not included within the “work area” will not be subjected to the roof warranty. “Work areas” are subjected to and include roof areas that have solar panels installed, in-wall wiring and attic work (if applicable to the home), and service panel boxes.
Efficient Electric Company, will not be liable for any indirect, special, incidental, exemplary, punitive, or consequential damages of any kind or nature, including without limitation, business interruption, removal, reinstallation, goodwill, failure, or malfunction, even if advised of the possibility of such damages that are unrelated to “work areas.” Liabilities not excused by Force Majeure or otherwise shall be limited to direct actual damages (i.e., work areas).
Energy Estimate Consumption Disclaimer
Efficient Electric Company creates estimates based on the client’s energy consumption history. For the most accurate energy estimate, 12-month history energy will be used to size the system.
If the client has less than 12 months of energy consumption history, that data will be used to create an estimate, but the estimate will not be as accurate as a full 12-month history. By signing this Contract, the Contractee acknowledges that an estimate made with less than a 12-month energy bill, will not portray the most accurate data of how much a solar system can save the customer energy. This may result in the system being oversized (excess credits) or undersized (still using grid energy).
If Efficient Electric Company has been provided a 12-month history of energy consumption by the client and has sized the system appropriately based on site conditions. The client understands the system generates a fixed amount of energy and there may be a residual utility bill if they increase consumption.
NON-DISCLOSURE AGREEMENT:
By agreeing to the terms and conditions, you are agreeing to the following.
THIS AGREEMENT (the "Agreement”) is entered into on this day of (when the project was submitted) by and between Efficient Industries, LLC (dba E-fficient Solar Design), having its principal place of business at 23963 Five Tribes Trl., Murrieta, CA ( the” Disclosing Party”), and (Client/you) having its principal place of business at (Client's/your place of business) (the “Recipient” or the “Receiving Party”). The Recipient hereto desires to participate in discussions and business activities regarding the design and engineering of photovoltaic plan sets and other consulting services provided by the company. These plan sets are considered sensitive material and shall not be shared with anyone who is not directly involved with the project or involved with the "Recipient's" company.
(The “Transaction”). During these discussions, Disclosing Party may share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Definition of Confidential Information
(a) For purposes of this Agreement, “Confidential Information” means any data or Information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable, or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party, and that Disclosing Party regards all of its Confidential Information as trade secrets
(b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality;
(c) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement;
(d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and
(e) is or has been independently developed by employees, consultants, or agents of the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information.
2. Disclosure of Confidential Information
From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will:
(a) limit disclosure of any Confidential Information to its directors, officers, employees, agents, or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose;
(b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth 2 in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). Each party shall be responsible for any breach of this Agreement by any of their respective Representatives.
3. Use of Confidential Information
The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties' Existing agreement that Federal Rule of Evidence 408 governs their discussions in furtherance of a potential business relationship.
4. Compelled Disclosure of Confidential Information
Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information under any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request, or similar method, provided that the Receiving Party promptly notifies, the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedies to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request concerning the Receiving Party’s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with a such request provided the Receiving Party give (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.
5. Term
Efficient Electric Company shall commence the work to be performed on the Contract date and shall complete the work on or before 365 days from the Effective Date. Work shall be completed in a timely manner. The client shall be notified of any major delays in construction as soon as information is made available to Efficient Electric Company.
6. Remedies
Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.
7. Return of Confidential Information
Receiving Party shall immediately return and redeliver to the other all tangible material embodying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts, or derivative information deriving therefrom and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).
8. Notice of Breach
Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, or any other breach of this Agreement by Receiving Party or its Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.
9. No Binding Agreement for Transaction
The parties agree that neither party will be under any legal obligation of any kind
whatsoever with respect to a Transaction under this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.
10. Warranty
Efficient Electric Company shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Efficient Electric Company's community and region and will provide a standard of care equal to, or superior to, care used by service providers similar Efficient Electric Company on similar projects. Efficient Electric Company shall complete electrical and/or solar construction in conformance with the plans and specifications. All solar panels and inverters are covered under their manufacturer’s warranties. Efficient Electric Company offers a 10-year workmanship warranty, covering the assembly of the materials.
In addition to any additional warranties agreed to by the parties, Efficient Electric Company warrants that the work will be free from faulty materials; constructed according to the standards of the building code applicable for this location; constructed in a skillful manner and fit for habitation or appropriate use. The warranty rights and remedies outlined in the California Uniform Commercial Code apply to this contract.
11. Miscellaneous
(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought. (b) The validity, construction, and performance of this Agreement shall be governed and construed in accordance with the laws of California applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in California shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement. (c) Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. (d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten, or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten, or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included. (e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addresses as may be furnished by a party per this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing. (f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns, and designees. (g) The receipt of Confidential Information according to this Agreement will not prevent or in any way limit either party from: (i) developing, making, or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other. (h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
