Business CESC Document

BUSINESS CESC DOCUMENT

This Business CESC Document ("Agreement") is made and entered into by and between Client Name: and Service Provider Name: . Effective Date:

Recitals

WHEREAS, Client requires certain commercial energy services, technical assessments, equipment commissioning, and related consulting services described herein; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and authority to perform the services and deliverables set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services under the terms and conditions contained in this Agreement.

1. Parties and Contact Information

2. Scope of Work

Service Provider shall perform the services, deliverables, and tasks described below. Deliverables shall meet the acceptance criteria specified herein and any attachments incorporated by reference.

3. Payment Terms

Client shall pay Service Provider the compensation set forth below in consideration for performance of the Scope of Work. All amounts are in U.S. Dollars unless otherwise indicated.

Late Payment: Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs, including attorneys' fees.

4. Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

5. Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial and operational information disclosed by a 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.

Obligations: Receiving party shall (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions and Duration: Confidential Information does not include information that is (i) publicly known through no fault of the receiving party, (ii) rightfully received from a third party without restriction, or (iii) independently developed. The obligations of confidentiality shall continue for years following termination or expiration of this Agreement.

6. Intellectual Property and Work Product

Ownership: Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains ownership of pre-existing intellectual property and tools; Client receives no rights to underlying methodologies, templates, or proprietary software except as expressly licensed herein.

7. Indemnification; Limitation of Liability

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from its negligent acts, willful misconduct, or breach of this Agreement, subject to the indemnifying party's obligations and limitations set forth in this section.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for any claim arising out of this Agreement shall exceed the total amount paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided below by hand, overnight courier, or certified mail, return receipt requested.

9. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, the parties agree to submit disputes to binding arbitration in the governing state, subject to the arbitration rules mutually agreed in writing.

10. Entire Agreement; Amendments

Entire Agreement: This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Amendments: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11. Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets, provided that the assignee assumes the assignor's obligations. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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