Battery NEM Agreement

Battery NEM Agreement

Effective Date:

Parties

Customer Name:    Provider Name:

Recitals

WHEREAS, Customer is the legal owner or lawful occupant of the premises located at: (the "Premises"); and

WHEREAS, Provider is engaged in the business of supplying, installing, commissioning, operating and maintaining battery energy storage systems and related equipment for participation in the utility Net Energy Metering program ("NEM"); and

WHEREAS, the parties desire to set forth the terms and conditions governing Provider's delivery, installation, operation, ownership allocation of NEM credits, payment, operation and maintenance of the battery energy storage system described below (the "Battery System").

Definitions

Battery System means the battery storage units, inverters, controllers, meters, wiring and monitoring equipment listed in this Agreement and installed at the Premises. NEM Credits means the monetary or bill-credit value assigned by the utility to exported energy under the applicable Net Energy Metering tariff.

Scope of Work

Provider shall design, procure, install, commission and interconnect the Battery System at the Premises in accordance with applicable codes, interconnection requirements and the terms of this Agreement. Installation shall include required permits, interconnection application support, and final commissioning tests.

Payment Terms

Total Project Price: $. Payments shall be made in accordance with the schedule below. All amounts are payable in lawful currency and exclusive of applicable taxes unless otherwise stated.

Deposit Amount: $. Balance Due on Completion: $ payable within days of invoice.

Late Payment: Unpaid amounts shall incur a late fee of and interest at the maximum rate permitted by law, calculated monthly.

Net Energy Metering Credits and Allocation

The parties agree that all NEM Credits generated by the Battery System shall be allocated as follows: Customer:    Provider: .

The allocation includes any utility bill credits, cash settlements, or other monetized benefits that arise from exported energy under the applicable NEM tariff. Provider shall calculate monthly allocation using Provider's monitoring system and shall deliver a statement to Customer within days after month end.

Any dispute regarding calculation of NEM Credits will be resolved pursuant to the Dispute Resolution provision of this Agreement.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon days' prior written notice. Provider may terminate immediately for Customer's material breach that remains uncured for days after written notice. Termination shall not relieve Customer of amounts due for services performed through the effective date of termination.

Operation, Maintenance and Warranty

Provider shall perform commissioning and provide monitoring and routine maintenance as set forth in the Scope of Work. Provider warrants that equipment supplied will be free from material defects and will conform to manufacturer warranties for a period of from commissioning. Warranty remedies shall be limited to repair or replacement at Provider's option.

Confidentiality

Each party shall treat as confidential all technical, commercial and financial information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (a) publicly available through no breach by the receiving party; (b) lawfully obtained by the receiving party from a third party without restriction; or (c) independently developed by the receiving party without use of, or reference to, the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for performance of this Agreement, shall restrict access to those employees or agents with a need to know, and shall return or destroy Confidential Information upon termination or written request. The confidentiality obligations hereunder shall survive termination for a period of years, except for trade secrets which shall remain protected as permitted by law.

Indemnification and Liability

Provider shall indemnify, defend and hold harmless Customer from claims arising from Provider's gross negligence or willful misconduct in the performance of installation or maintenance. Customer shall indemnify, defend and hold harmless Provider from claims arising from Customer's negligence, misuse, or unauthorized modification of the Battery System.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Dispute Resolution

The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, the parties agree to non-binding mediation. If mediation fails, either party may pursue any remedy available at law or in equity in the courts identified under Governing Law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Notices

Entire Agreement

This Agreement, including all exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendments must be in writing and signed by both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to a financing party for security purposes provided Customer's rights are not materially impaired. Severability: If a provision is held unenforceable, remaining provisions remain in effect.

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