TERMS OF SERVICE

 

This Project Management and Construction Services Agreement (the "Contract" or "Agreement") made as of (“Effective Date”) is by and between (“Customer”) of (“Address”), (“City/State/Zip), and Dai Technologies Corporation (“DaiTechCorp”), a corporation organized in the State of Maryland, whose premises is 4301 50th Street, NW, Suite 300-2024 Washington, DC 20016 (the “ Parties”).

DaiTechCorp desires to provide “Project Management and Construction Services” to Customer as expressed in a previously submitted “Proposal” Project No. __________________ and Customer desires to obtain such services from DaiTechCorp.

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

1. DESCRIPTION OF SERVICES. Beginning on Effective Date, DaiTechCorp will provide to Customer the Project Management and Construction Services described in the attached Exhibit A (collectively, the "Services ").

2. SCOPE OF WORK (“SOW”). DaiTechCorp will provide all related Project coordination, project management services, and furnish professional services for labor and materials related to DaiTechCorp’s construction and installation of an Electrical Vehicle Charging Station as described in the Proposal submitted by DaiTechCorp and accepted by the Customer on the Effective Date.

3. PLANS, SPECIFICATIONS AND CONSTRUCTION DOCUMENTS.

a. When Applicable, Customer will supply hardcopies and/or give digital access to DaiTechCorp all “As-Built Drawings”, which are defined as “Existing Conditions” of the Worksite that are expressed in existing plans, specifications, drawings, and similar construction documents necessary for DaiTechCorp to provide the Services described herein. Any such materials shall remain the property of Customer or “Project Owner” herein defined in

Section 5. DaiTechCorp will promptly return all such materials to the same upon completion of the Services.

b. Additionally, when applicable and required by governing authorities, DaiTechCorp shall furnish “Project Construction Documents” required for the work and permitting related to the SOW.

4. COMPLIANCE WITH LAWS. DaiTechCorp shall provide the Services in a workmanlike manner, and in compliance with all applicable federal and local jurisdiction laws and regulations, including, but not limited to provisions of the Fair Labor Standards Act, the Americans with Disabilities Act, and the Federal Family and Medical Leave Act.

5. WORK SITE. Customer warrants it is the “Project Owner” who owns the property herein and described above. Or in cases where the Customer does not own the property, the Customer warrants that through a separate agreement with the Property Owner, the Customer is authorized to enter into this contract for Services with DaiTechCorp. Prior to the start of construction, Customer shall provide an easily accessible building site, which meets all zoning requirements for the structure.

6. MATERIALS AND/OR LABOR PROVIDED.

c. DaiTechCorp may substitute materials only with the express written approval of Customer, provided that the substituted materials (“Substitutions”) are no lesser quality than those previously agreed upon by Customer and DaiTechCorp. d. DaiTechCorp’s Project Pricing is subject to increase (“Revised Pricing”) based on the availability of specified materials, Substitutions agreed upon by Customer, or Change Orders directed by the Customer. The increase amount between the Project Pricing and the Revised Pricing and cost thereof shall be included and reconciled as part of the scheduled Payment to DaiTechCorp under this Contract.

e. DaiTechCorp may subcontract professional and trade services to licensed and registered professionals (“Licensed Subcontractors”) authorized to practice in the Work Site Jurisdiction.

i. For typical installation of EVCE’s, Licensed Subcontractors participating on the Project shall include electrical trades. However, if EVCE installation requires construction upgrades, Licensed Subcontractors may include and will not be limited to survey and engineering services, site work/excavation, concrete work, and carpentry.

ii. DaiTechCorp represents that it has made commercially reasonable efforts to verify the credibility, experience, licensing, and insurance of all of its subcontractors prior to Customer’s approval of the Licensed Subcontractors and execution of this agreement.

7. PAYMENT. Payments shall be remitted through digital platforms that facilitate electronic payments. Customer will be notified about the platform(s) designated by Dai Technologies Corporation, c/o S.E. Ponds.

a. Customer agrees and shall to remit within of the payment to DaiTechCorp according to the Payment Schedule listed below:

50% (“Deposit”)- Upon Acceptance of the Proposal and Terms of this agreement (Materials & Equipment procurement, and Permitting) as evidence by their approval and electronic submission of their Invoice

50% (“Balance”) - Upon completion of installation, which will be evidenced by: i) energizing specified equipment; ii) completing a a walkthrough & equipment activation with Customer; iii) pinpointing equipment to connect with Original Equipment Manufacturer’s (“OEM’s”)network (when applicable); iv) and/or the meter in their electric automobile indicates a positive connection to the charging station

b. Customer payments are due upon receipt of invoice. If any invoice is not paid within in 30 days of invoice date, interest will be added to and payable on all overdue amounts at the greater of 1-1/2% per month compounding monthly until paid, or the maximum percentage allowed per year under applicable laws, whichever is less. Customer shall pay all costs of collection, including without limitation, reasonable attorney fees.

c. In addition to any other right or remedy provided by law, if Customer fails to pay for the Services when due, DaiTechCorp has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Agreement and/or seek all legal remedies.

8. TERM. DaiTechCorp shall initiate “Permitting” which shall be completed performed within (5) business days of receiving Proposal acceptance and Deposit. Project work shall commence and continue to completion on the date(s) agreed upon (“Project Schedule”) by DaiTechCorp and the Customer. Project Schedule is subject to Force Majeur and Customer Delays.

9. PERMITS. DaiTechCorp shall apply for and obtain any other necessary permits and licenses required by the local municipal/county government to complete the SOW, the cost thereof shall be included as part of the Payment to DaiTechCorp under this Contract. DaiTechCorp shall maintain receipt of such permit and is available to the customer for review upon request.

10. INSURANCE. Upon request, before work begins under this Contract, DaiTechCorp shall furnish certificates of insurance (“COI”) to Customer substantiating that DaiTechCorp has placed in force valid insurance coverage.

11. WORK PRODUCT OWNERSHIP. Any copyrightable images, works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by DaiTechCorp in connection with the Services will be the exclusive property of DaiTechCorp. Upon request, Customer will execute all documents necessary to confirm or perfect the exclusive ownership of DaiTechCorp to the Work Product.

12. CONFIDENTIALITY. DaiTechCorp, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of DaiTechCorp, or divulge, disclose, or communicate in any manner, any information that is proprietary to Customer. DaiTechCorp and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.

Upon expiration or termination of this Contract, DaiTechCorp will return to Customer all records, notes, documentation and other items that were used, created, or controlled by DaiTechCorp during the term of this Contract.

13. WARRANTIES.

DaiTechCorp Warranties

a. DaiTechCorp shall install any and all furnished/and or install Original Equipment listed in the SOW according to the specifications documented to the OEM’s specifications:

i. Subject to the limitations below, the DaiTechCorp warrants all turnkey installations to be free from defects in workmanship, provided, however, the DaiTechCorp’s liability under such warranty shall be limited to repair or replacement of materials which the DaiTechCorp’s inspection shall disclose to have been defective. Warranties do not apply to any equipment or work, which have been subjected to abuse, mishandling, or improper use. All electrical work is warranted for one (1) year from final completion and acceptance of installation. All electrical service and EVCE installed are subject to the OEM’swarranty for repairs and replacement.

ii. IN NO EVENT WILL THE DAITECHCORP BE LIABLE FOR SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES. NO OTHER EXPRESS WARRANTY IS GIVEN AND NO AFFIRMATIVE OF THE DAITECHCORP OR ITS REPRESENTATIVES BY

WORK OR ACTION SHALL CONSTITUTE A WARRANTY.

iii. OTHER THAN WARRANTY OF TITLE, NO IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS, APPLY IN RESPECT TO PRODUCTS MANUFACTURED BY OEM’s OTHERS. THERE ARE NO WARRANTIES, WHICH EXTEND BEYOND THE PRODUCT DESCRIPTION.

iv. Further, Customer agrees to indemnify DaiTechCorp from all liabilities related to the malfunctioning of the Original Equipment for any reason not caused by DaiTechCorp’s gross negligence that causes hurt, harm, danger, and/or even death to the Project Owner’s employees visitors, agents and or representatives.

v. DaiTechCorp shall not be liable for repairs or replacement of faulty and /or defective Original Equipment that are subject to the OEM’s warranty.

vi. When the Customer is directly referred by an EV Charging OEM, the Original Equipment warranty for repairs and replacement shall be subject to the Customer’s agreement with the OEM.

b. DaiTechCorp 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 DaiTechCorp's community and the DMV region, and will provide a standard of care equal to, or superior to, care used by service providers similar to DaiTechCorp on similar projects.

c. DaiTechCorp shall construct the structure(s) and install all equipment and material in conformance with the plans, specifications, and any breakdown and binder receipt signed by DaiTechCorp, its Subcontractors, and Customer. DaiTechCorp shall not be liable for changes required by the Customer or Project Owner that are deemed unacceptable or deficient with respect to standard industry practices for the Washington Metropolitan region and local building codes. In these situations, the Customer and Project Owner agree to indemnify DaiTechCorp and signing documentation expressing DaiTechCorp’s indemnity with respect to the matter.

d. For warranty agreements between the Customer and Project owner that are greater than 1 year (“Extended Warranty”) after the Project completion date the, DaiTechCorp and the Customer shall sign an addendum (“Warranty Addendum”). The signed Warranty Addendum shall be an exhibit attached to this Contract. The Warranty Addendum shall define the terms of the Extended Warranty and the pricing and the costs thereof that are payable to DaiTechCorp for its role and fulfillment of the Extended Warranty.

Customer Warranties

a. Customer warrants that its electrical service infrastructure and systems (“Electrical Service”) meet or exceed local electrical or codes or IEEE industry standards. Further, prior to initiating the project Customer agrees to allow DaiTechCorp to inspect and verify the fitness of the Customer’s Electrical Service for the specific use of the Equipment.

b. Customer warrants that its Internet WiFi signal has the bandwidth required for the Equipment to communicate with Customer’s mobile devices and computer located at the Address.

c. In the event that DaiTechCorp determines that Electrical Service oand/r WiFi are not fit for use w/rt the Equipment. DaiTechCorp shall submit a proposal addendum (Addendum) that reflects work required: i) for Electrical Service to meet code; and/or ii) to enhance/boost WiFi signal to communicate w/rt Equipment use. Moreover, Customer agrees that the Project will NOT commence until Customer and DaiTechCorp reach agreement to the revised SOW, pricing and schedule expressed in the addendum.

14. FREE ACCESS TO WORKSITE.

a. Customer will allow or obtain permission from the Project Owner on behalf of DaiTechCorp to ensure DaiTechCorp’s free access to work areas for its “Workers” herein defined as direct employees and its Subcontractors and their vehicles.

b. Customer will allow or obtain permission from the Project Owner on behalf of DaiTechCorp for areas for the storage of materials and debris. Driveways will be kept clear for the movement of vehicles during work hours. DaiTechCorp will make reasonable efforts to protect driveways, lawns, shrubs, and other vegetation.

c. DaiTechCorp also agrees to keep the Worksite clean and orderly and to remove all debris as needed during the hours of work in order to maintain work conditions which do not cause health or safety hazards.

d. If Customer or Project Owner does not allow DaiTechCorp or DaiTechCorp is not permitted to discard refuse into the Work Site’s waste management containers, waste handling costs shall be subject to transport and dumping/recycling charges (“Refuse Costs”) incurred by DaiTechCorp. The reimbursement of Refuse Costs shall be included in the scheduled payment that coincides with the activity and project reconciliation documents. The payments of the Refuse Costs shall be payable to DaiTechCorp.

15. UTILITIES.

a. Customer with the Project Owner’s written approval shall permit DaiTechCorp to use, at no cost, any electrical power and water use (“Utility Usage”) necessary to carry out and complete the work. The Utility Usage approval shall be released to DaiTechCorp on or before release of Notice to Proceed.

16. INSPECTION.

a. Customer and/or the Project Owner and the appropriate local government officials representing the permitting agencies (“Building/Trade Inspectors”) shall have the right to inspect all work performed under this Contract upon reaching specific and agreed upon milestones called out in the Project Schedule.

b. All defects and uncompleted items shall be reported immediately. All work that needs to be inspected or tested and certified by an engineer as a condition of any government departments 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 inspections and certifications will be obtained by DaiTechCorp at the Customer's expense.

20. ENTIRE AGREEMENT. This Contract contains the entire Agreement of the parties, and there are no other promises or conditions in any other contract or agreement whether oral or written concerning the subject matter of this Agreement. Any amendments must be in writing and signed by each party. This Agreement supersedes any prior written or oral agreements between the parties.

21. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

22. INTENTIONALLY DELETED

23. GOVERNING LAW. This Agreement shall be construed in accordance with, and governed by the laws of the State of Maryland without regard to any choice of law provisions of Customer or any other jurisdiction.

24. NOTICE. Any legal notice or communication required (“Notices”)or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing. All Project related communications other than Notices may be delivered via email, or utilization of a digital application that is agreed upon and licensed by both parties.

27. INDEMNITY:

a. Customer agrees to indemnity and hold DaiTechCorp harmless for any expense or loss arising out of or resulting from the faulty or negligent installation service, maintenance or repair of the equipment by the Customer or other vendor/service provider not that is not a DaiTechCorp employee, agent or representative, or by the failure of the Customer or other contractors to install service, maintenance or repair the same according to any written instructions furnished by the Customer.

b. Customer further agrees to indemnity and hold the DaiTechCorp harmless for any expense or loss, including expense or loss to third parties, arising out of or resulting from the failure to maintain, modify, or replace the equipment in accordance with federal, state, local, or municipal codes, regulations, or ordinances governing the the equipment, its installation, or maintenance.

c. Customer agrees to indemnity and hold DaiTechCorp harmless in situations when DaiTechCorp is not negligent and shall not be liable in the event respective Subcontractor, and/or its employees, agents or representatives, performs or behaves in a manner that is uncharacteristic and/or unprofessional to an extent that the performance or behavior compromises Workers’ and equipment safety at the worksite, Project safety, overall schedule of the Project, and/or create hurt harm and danger to Customer/Project Owner employees, visitors, and or representatives. In the cases of the compromises listed above DaiTechCorp shall make all commercially reasonable efforts to cure the deficiencies and if necessary dismiss the Subcontractor from the Project.

28. TAXES. The Customer agrees to pay any tax, however designated, levied or based on the sales price or payable by the DaiTechCorp in respect thereto.

29. LIABILITY. DaiTechCorp shall not be liable for loss or damage of any kind resulting from delay or inability to deliver on account of “Force Majeure” herein defined as Acts of God, fire, labor troubles, accidents, acts of civil or military authorities, fuel, labor, or materials shortages, or other such conditions beyond DaiTechCorp’s control.

30. GENERAL. This contract is subject, and shall be interpreted according, to the laws of the State of Maryland, and all rights and remedies of DaiTechCorp hereunder are cumulative and are in addition to every remedy now or hereafter given or existing at law or in equity or by statute. Any provision of this contract prohibited by the law of the state shall, as to such state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of the contract. DaiTechCorp shall not be bound by statements or promises made by any representative of the DaiTechCorp which are not stated in part of this contract.

31. ASBESTOS. It is the full responsibility of the Property Owner or Customer to provide a workplace free and clean of asbestos or other harmful environmental agents. The Customer shall be fully responsible for the complete removal of any harmful substance.

32. SAFETY PLAN AND PROCEDURES (“Safety Program”) Shall comply with all rules and regulations of the Work Site’s jurisdiction. The a written Safety Program document will be released to the Customer and Project Owner five (5)business days prior to the commencing Mobilization.

 

Exhibit A

Customer Accepted Proposal (“Statement of Work/SOW”)

Exhibit B

Project Roles and Responsibilities (when applicable)

Customer:

DaiTechCorp: (Project Management and Coordination)

Subcontractors:

A. Civil Engineering

B. Electrical Engineering

C. Electrician

D. Excavation & Site Work

E. Signage

F. Pavement Striping

G. Waste Removal

H. Heavy Equipment (hoisting/lifting)

This Project Management and Construction Services Agreement (the "Contract" or "Agreement") made as of (“Effective Date”) is by and between (“Customer”) of (“Address”), (“City/State/Zip), and Dai Technologies Corporation (“DaiTechCorp”), a corporation organized in the State of Maryland, whose premises is 4301 50th Street, NW, Suite 300-2024 Washington, DC 20016 (the “ Parties”).

DaiTechCorp desires to provide “Project Management and Construction Services” to Customer as expressed in a previously submitted “Proposal” Project No. __________________ and Customer desires to obtain such services from DaiTechCorp.

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

1. DESCRIPTION OF SERVICES. Beginning on Effective Date, DaiTechCorp will provide to Customer the Project Management and Construction Services described in the attached Exhibit A (collectively, the "Services ").

2. SCOPE OF WORK (“SOW”). DaiTechCorp will provide all related Project coordination, project management services, and furnish professional services for labor and materials related to DaiTechCorp’s construction and installation of an Electrical Vehicle Charging Station as described in the Proposal submitted by DaiTechCorp and accepted by the Customer on the Effective Date.

3. PLANS, SPECIFICATIONS AND CONSTRUCTION DOCUMENTS.

a. When Applicable, Customer will supply hardcopies and/or give digital access to DaiTechCorp all “As-Built Drawings”, which are defined as “Existing Conditions” of the Worksite that are expressed in existing plans, specifications, drawings, and similar construction documents necessary for DaiTechCorp to provide the Services described herein. Any such materials shall remain the property of Customer or “Project Owner” herein defined in

Section 5. DaiTechCorp will promptly return all such materials to the same upon completion of the Services.

b. Additionally, when applicable and required by governing authorities, DaiTechCorp shall furnish “Project Construction Documents” required for the work and permitting related to the SOW.

4. COMPLIANCE WITH LAWS. DaiTechCorp shall provide the Services in a workmanlike manner, and in compliance with all applicable federal and local jurisdiction laws and regulations, including, but not limited to provisions of the Fair Labor Standards Act, the Americans with Disabilities Act, and the Federal Family and Medical Leave Act.

5. WORK SITE. Customer warrants it is the “Project Owner” who owns the property herein and described above. Or in cases where the Customer does not own the property, the Customer warrants that through a separate agreement with the Property Owner, the Customer is authorized to enter into this contract for Services with DaiTechCorp. Prior to the start of construction, Customer shall provide an easily accessible building site, which meets all zoning requirements for the structure.

6. MATERIALS AND/OR LABOR PROVIDED.

c. DaiTechCorp may substitute materials only with the express written approval of Customer, provided that the substituted materials (“Substitutions”) are no lesser quality than those previously agreed upon by Customer and DaiTechCorp. d. DaiTechCorp’s Project Pricing is subject to increase (“Revised Pricing”) based on the availability of specified materials, Substitutions agreed upon by Customer, or Change Orders directed by the Customer. The increase amount between the Project Pricing and the Revised Pricing and cost thereof shall be included and reconciled as part of the scheduled Payment to DaiTechCorp under this Contract.

e. DaiTechCorp may subcontract professional and trade services to licensed and registered professionals (“Licensed Subcontractors”) authorized to practice in the Work Site Jurisdiction.

i. For typical installation of EVCE’s, Licensed Subcontractors participating on the Project shall include electrical trades. However, if EVCE installation requires construction upgrades, Licensed Subcontractors may include and will not be limited to survey and engineering services, site work/excavation, concrete work, and carpentry.

ii. DaiTechCorp represents that it has made commercially reasonable efforts to verify the credibility, experience, licensing, and insurance of all of its subcontractors prior to Customer’s approval of the Licensed Subcontractors and execution of this agreement.

7. PAYMENT. Payments shall be remitted through digital platforms that facilitate electronic payments. Customer will be notified about the platform(s) designated by Dai Technologies Corporation, c/o S.E. Ponds.

a. Customer agrees and shall to remit within of the payment to DaiTechCorp according to the Payment Schedule listed below:

50% (“Deposit”)- Upon Acceptance of the Proposal and Terms of this agreement (Materials & Equipment procurement, and Permitting) as evidence by their approval and electronic submission of their Invoice

50% (“Balance”) - Upon completion of installation, which will be evidenced by: i) energizing specified equipment; ii) completing a a walkthrough & equipment activation with Customer; iii) pinpointing equipment to connect with Original Equipment Manufacturer’s (“OEM’s”)network (when applicable); iv) and/or the meter in their electric automobile indicates a positive connection to the charging station

b. Customer payments are due upon receipt of invoice. If any invoice is not paid within in 30 days of invoice date, interest will be added to and payable on all overdue amounts at the greater of 1-1/2% per month compounding monthly until paid, or the maximum percentage allowed per year under applicable laws, whichever is less. Customer shall pay all costs of collection, including without limitation, reasonable attorney fees.

c. In addition to any other right or remedy provided by law, if Customer fails to pay for the Services when due, DaiTechCorp has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Agreement and/or seek all legal remedies.

8. TERM. DaiTechCorp shall initiate “Permitting” which shall be completed performed within (5) business days of receiving Proposal acceptance and Deposit. Project work shall commence and continue to completion on the date(s) agreed upon (“Project Schedule”) by DaiTechCorp and the Customer. Project Schedule is subject to Force Majeur and Customer Delays.

9. PERMITS. DaiTechCorp shall apply for and obtain any other necessary permits and licenses required by the local municipal/county government to complete the SOW, the cost thereof shall be included as part of the Payment to DaiTechCorp under this Contract. DaiTechCorp shall maintain receipt of such permit and is available to the customer for review upon request.

10. INSURANCE. Upon request, before work begins under this Contract, DaiTechCorp shall furnish certificates of insurance (“COI”) to Customer substantiating that DaiTechCorp has placed in force valid insurance coverage.

11. WORK PRODUCT OWNERSHIP. Any copyrightable images, works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by DaiTechCorp in connection with the Services will be the exclusive property of DaiTechCorp. Upon request, Customer will execute all documents necessary to confirm or perfect the exclusive ownership of DaiTechCorp to the Work Product.

12. CONFIDENTIALITY. DaiTechCorp, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of DaiTechCorp, or divulge, disclose, or communicate in any manner, any information that is proprietary to Customer. DaiTechCorp and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.

Upon expiration or termination of this Contract, DaiTechCorp will return to Customer all records, notes, documentation and other items that were used, created, or controlled by DaiTechCorp during the term of this Contract.

13. WARRANTIES.

DaiTechCorp Warranties

a. DaiTechCorp shall install any and all furnished/and or install Original Equipment listed in the SOW according to the specifications documented to the OEM’s specifications:

i. Subject to the limitations below, the DaiTechCorp warrants all turnkey installations to be free from defects in workmanship, provided, however, the DaiTechCorp’s liability under such warranty shall be limited to repair or replacement of materials which the DaiTechCorp’s inspection shall disclose to have been defective. Warranties do not apply to any equipment or work, which have been subjected to abuse, mishandling, or improper use. All electrical work is warranted for one (1) year from final completion and acceptance of installation. All electrical service and EVCE installed are subject to the OEM’swarranty for repairs and replacement.

ii. IN NO EVENT WILL THE DAITECHCORP BE LIABLE FOR SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES. NO OTHER EXPRESS WARRANTY IS GIVEN AND NO AFFIRMATIVE OF THE DAITECHCORP OR ITS REPRESENTATIVES BY

WORK OR ACTION SHALL CONSTITUTE A WARRANTY.

iii. OTHER THAN WARRANTY OF TITLE, NO IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS, APPLY IN RESPECT TO PRODUCTS MANUFACTURED BY OEM’s OTHERS. THERE ARE NO WARRANTIES, WHICH EXTEND BEYOND THE PRODUCT DESCRIPTION.

iv. Further, Customer agrees to indemnify DaiTechCorp from all liabilities related to the malfunctioning of the Original Equipment for any reason not caused by DaiTechCorp’s gross negligence that causes hurt, harm, danger, and/or even death to the Project Owner’s employees visitors, agents and or representatives.

v. DaiTechCorp shall not be liable for repairs or replacement of faulty and /or defective Original Equipment that are subject to the OEM’s warranty.

vi. When the Customer is directly referred by an EV Charging OEM, the Original Equipment warranty for repairs and replacement shall be subject to the Customer’s agreement with the OEM.

b. DaiTechCorp 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 DaiTechCorp's community and the DMV region, and will provide a standard of care equal to, or superior to, care used by service providers similar to DaiTechCorp on similar projects.

c. DaiTechCorp shall construct the structure(s) and install all equipment and material in conformance with the plans, specifications, and any breakdown and binder receipt signed by DaiTechCorp, its Subcontractors, and Customer. DaiTechCorp shall not be liable for changes required by the Customer or Project Owner that are deemed unacceptable or deficient with respect to standard industry practices for the Washington Metropolitan region and local building codes. In these situations, the Customer and Project Owner agree to indemnify DaiTechCorp and signing documentation expressing DaiTechCorp’s indemnity with respect to the matter.

d. For warranty agreements between the Customer and Project owner that are greater than 1 year (“Extended Warranty”) after the Project completion date the, DaiTechCorp and the Customer shall sign an addendum (“Warranty Addendum”). The signed Warranty Addendum shall be an exhibit attached to this Contract. The Warranty Addendum shall define the terms of the Extended Warranty and the pricing and the costs thereof that are payable to DaiTechCorp for its role and fulfillment of the Extended Warranty.

Customer Warranties

a. Customer warrants that its electrical service infrastructure and systems (“Electrical Service”) meet or exceed local electrical or codes or IEEE industry standards. Further, prior to initiating the project Customer agrees to allow DaiTechCorp to inspect and verify the fitness of the Customer’s Electrical Service for the specific use of the Equipment.

b. Customer warrants that its Internet WiFi signal has the bandwidth required for the Equipment to communicate with Customer’s mobile devices and computer located at the Address.

c. In the event that DaiTechCorp determines that Electrical Service oand/r WiFi are not fit for use w/rt the Equipment. DaiTechCorp shall submit a proposal addendum (Addendum) that reflects work required: i) for Electrical Service to meet code; and/or ii) to enhance/boost WiFi signal to communicate w/rt Equipment use. Moreover, Customer agrees that the Project will NOT commence until Customer and DaiTechCorp reach agreement to the revised SOW, pricing and schedule expressed in the addendum.

14. FREE ACCESS TO WORKSITE.

a. Customer will allow or obtain permission from the Project Owner on behalf of DaiTechCorp to ensure DaiTechCorp’s free access to work areas for its “Workers” herein defined as direct employees and its Subcontractors and their vehicles.

b. Customer will allow or obtain permission from the Project Owner on behalf of DaiTechCorp for areas for the storage of materials and debris. Driveways will be kept clear for the movement of vehicles during work hours. DaiTechCorp will make reasonable efforts to protect driveways, lawns, shrubs, and other vegetation.

c. DaiTechCorp also agrees to keep the Worksite clean and orderly and to remove all debris as needed during the hours of work in order to maintain work conditions which do not cause health or safety hazards.

d. If Customer or Project Owner does not allow DaiTechCorp or DaiTechCorp is not permitted to discard refuse into the Work Site’s waste management containers, waste handling costs shall be subject to transport and dumping/recycling charges (“Refuse Costs”) incurred by DaiTechCorp. The reimbursement of Refuse Costs shall be included in the scheduled payment that coincides with the activity and project reconciliation documents. The payments of the Refuse Costs shall be payable to DaiTechCorp.

15. UTILITIES.

a. Customer with the Project Owner’s written approval shall permit DaiTechCorp to use, at no cost, any electrical power and water use (“Utility Usage”) necessary to carry out and complete the work. The Utility Usage approval shall be released to DaiTechCorp on or before release of Notice to Proceed.

16. INSPECTION.

a. Customer and/or the Project Owner and the appropriate local government officials representing the permitting agencies (“Building/Trade Inspectors”) shall have the right to inspect all work performed under this Contract upon reaching specific and agreed upon milestones called out in the Project Schedule.

b. All defects and uncompleted items shall be reported immediately. All work that needs to be inspected or tested and certified by an engineer as a condition of any government departments 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 inspections and certifications will be obtained by DaiTechCorp at the Customer's expense.

20. ENTIRE AGREEMENT. This Contract contains the entire Agreement of the parties, and there are no other promises or conditions in any other contract or agreement whether oral or written concerning the subject matter of this Agreement. Any amendments must be in writing and signed by each party. This Agreement supersedes any prior written or oral agreements between the parties.

21. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

22. INTENTIONALLY DELETED

23. GOVERNING LAW. This Agreement shall be construed in accordance with, and governed by the laws of the State of Maryland without regard to any choice of law provisions of Customer or any other jurisdiction.

24. NOTICE. Any legal notice or communication required (“Notices”)or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing. All Project related communications other than Notices may be delivered via email, or utilization of a digital application that is agreed upon and licensed by both parties.

27. INDEMNITY:

a. Customer agrees to indemnity and hold DaiTechCorp harmless for any expense or loss arising out of or resulting from the faulty or negligent installation service, maintenance, or repair of the equipment by the Customer or other vendor/service provider, not that is not a DaiTechCorp employee, agent or representative, or by the failure of the Customer or other contractors to install service, maintenance or repair the same according to any written instructions furnished by the Customer.

b. Customer further agrees to indemnity and hold the DaiTechCorp harmless for any expense or loss, including expense or loss to third parties, arising out of or resulting from the failure to maintain, modify, or replace the equipment in accordance with federal, state, local, or municipal codes, regulations, or ordinances governing the equipment, its installation, or maintenance.

c. Customer agrees to indemnity and hold DaiTechCorp harmless in situations when DaiTechCorp is not negligent and shall not be liable in the event respective Subcontractor, and/or its employees, agents or representatives, performs or behaves in a manner that is uncharacteristic and/or unprofessional to an extent that the performance or behavior compromises Workers’ and equipment safety at the worksite, Project safety, overall schedule of the project, and/or create hurt harm and danger to Customer/Project Owner employees, visitors, and or representatives. In the cases of the compromises listed above DaiTechCorp shall make all commercially reasonable efforts to cure the deficiencies and if necessary dismiss them, Subcontractor, from the Project.

28. TAXES. The Customer agrees to pay any tax, however, designated, levied, or based on the sales price or payable by the DaiTechCorp in respect thereto.

29. LIABILITY. DaiTechCorp shall not be liable for loss or damage of any kind resulting from delay or inability to deliver on account of “Force Majeure” herein defined as Acts of God, fire, labor troubles, accidents, acts of civil or military authorities, fuel, labor, or materials shortages, or other such conditions beyond DaiTechCorp’s control.

30. GENERAL. This contract is subject and shall be interpreted according, to the laws of the State of Maryland, and all rights and remedies of DaiTechCorp hereunder are cumulative and are in addition to every remedy now or hereafter given or existing at law or in equity or by statute. Any provision of this contract prohibited by the law of the state shall, as to such state, be ineffective to the extent of such prohibition without invalidating the remaining provisions of the contract. DaiTechCorp shall not be bound by statements or promises made by any representative of the DaiTechCorp which are not stated in part of this contract.

31. ASBESTOS. It is the full responsibility of the Property Owner or Customer to provide a workplace free and clean of asbestos or other harmful environmental agents. The Customer shall be fully responsible for the complete removal of any harmful substance.

32. SAFETY PLAN AND PROCEDURES (“Safety Program”) Shall comply with all rules and regulations of the Work Site’s jurisdiction. The written Safety Program document will be released to the Customer and Project Owner five (5)business days prior to the commencing Mobilization.