Exhibit 10.5
*** Confidential Treatment Requested
PHI SERVICE COMPANY - SILVER SPRING NETWORKS
TERMS AND CONDITIONS FOR SUPPLY AND
INSTALLATION OF SMART GRID SYSTEM
*** Certain omitted portions of this exhibit have been filed with the Securities
and Exchange Commission pursuant to a request for confidential treatment under
Rule 24b-2 promulgated under the Securities Exchange Act of 1934.
PHI SERVICE COMPANY- SILVER SPRING NETWORKS
TERMS AND CONDITIONS FOR
SUPPLY AND INSTALLATION OF SMART GRID SYSTEM
TABLE OF CONTENTS
SECTIONS
PAGE
1.
DEFINITIONS.
1
2.
AGREEMENT, EXHIBITS, CONFLICTS
6
3.
RESPONSIBILITIES OF OWNER.
6
4.
RESPONSIBILITIES OF SUPPLIER.
6
5.
COVENANTS, REPRESENTATIONS AND WARRANTIES
7
6.
PRICES AND PAYMENT
8
7.
COMMENCEMENT AND SCHEDULING OF THE WORK
9
8.
EXCUSABLE DELAY.
10
9.
SUBCONTRACTORS AND VENDORS
10
10.
LABOR RELATIONS
11
11.
INSPECTION; EFFECT OF REVIEW AND COMMENT
12
12.
RESERVED
12
13.
COMPLETION
12
14.
LIQUIDATED DAMAGES AND RETENTION.
13
15.
CHANGES IN THE WORK.
13
16.
WARRANTIES
14
17.
EQUIPMENT IMPORTATION; ORDERING; TITLE.
15
18.
INTELLECTUAL PROPERTY RIGHTS.
15
19.
DEFAULT.
16
20.
EARLY TERMINATION
17
21.
SUSPENSION.
17
22.
INSURANCE.
17
23.
COMPLIANCE WITH LAWS AND PHI REQUIREMENTS.
18
24.
INDEMNIFICATION
18
25.
PATENT INFRINGEMENT AND OTHER INDEMNIFICATION RIGHTS.
19
26.
PROCEDURE FOR INDEMNIFCATION UNDER SECTIONS 24 or 25
20
27.
TREATMENT OF CONFIDENTIAL INFORMATION.
20
28.
LICENSE TO USE PROPRIETARY INFORMATION.
21
29.
ACCEPTANCE.
23
30.
UPGRADES AND FUTURE PACKAGE OPTIONS.
24
31.
OWNER'S RIGHT TO COPY AND TO FORM UPDATED WORKS
24
32.
DOCUMENTATION.
24
33.
CLAIMS.
24
34.
RELEASE OF LIENS.
25
35.
NOTICES AND COMMUNICATIONS
25
36.
LIMITATIONS OF LIABILITY AND REMEDIES.
26
37.
AUDIT
26
38.
DISPUTES.
26
39.
MISCELLANEOUS
27
ii
TABLE OF EXHIBITS
EXHIBIT A - Safety
EXHIBIT B - Statement of Work (SOW)
EXHIBIT C - Software License Agreement
EXHIBIT D - Third-Party Software Deliverables and Terms
EXHIBIT E - Maintenance Agreement
EXHIBIT F - Supplier's Final Release of Liens Certificate
EXHIBIT G - Subcontractor's Release of Liens Certificate
EXHIBIT H - Contract Change Authorization Form
EXHIBIT I - NOT USED
EXHIBIT J - Description of SSN Equipment, Software, and System
EXHIBIT K - Pricing and Payment Schedule
EXHIBIT L - ***
EXHIBIT M - Source Code and Manufacturing Know-How Escrow Agreement
iii
PHI SERVICE COMPANY - SILVER SPRING NETWORKS
STANDARD TERMS AND CONDITIONS
FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM
THIS PHI SERVICE COMPANY STANDARD TERMS AND CONDITIONS FOR SUPPLY AND
INSTALLATION OF SMART GRID SYSTEM (this "Contract") is made and entered into as
of this [__] day of [______________], 2009 (the "Effective Date"),
by and
between PHI Service Company, for itself, and/or as agent for any of its
affiliate(s) either identified on the front of the Purchase Order, owned by or
under common control with PHI Service Company, or receiving possession of the
Work done (as defined below) (hereinafter, "Owner"), and Silver Spring Networks,
Inc., a Delaware corporation,
(hereinafter, "Supplier"). Each entity is
sometimes individually referred to herein as a "Party" and are sometimes