Business Consumption Calculator

Business Consumption Calculator and Services Agreement

Parties

Recitals

WHEREAS, Client requires analysis of ongoing business consumption of utilities and materials for purposes of budgeting, cost-allocation, and efficiency improvements; and

WHEREAS, Service Provider has expertise and resources necessary to measure, calculate and report consumption metrics and to provide related advisory services under the terms set forth herein; and

WHEREAS, the Parties desire to memorialize the scope of services, payment terms, confidentiality obligations, and governing law applicable to their agreement.

Consumption Calculator — Input Data

Reporting period start:

Reporting period end:

Calculated Summary (enter or compute)

Estimated total energy cost:

Estimated total water cost:

Estimated total material cost:

Estimated total period cost:

Scope of Work

Service Provider shall perform the following services during the term of this Agreement. The services shall include measurement, data collection from specified meters and invoices, calculation of consumption by category, preparation of a consumption report with recommendations, and reasonable consultation with Client personnel to review results.

Payment Terms

Client shall pay Service Provider for services and any agreed deliverables in accordance with the amounts and schedule set forth below. All payments shall be in lawful currency and payable within the period specified.

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, computed from the due date until paid. Client shall also be responsible for reasonable collection costs and attorneys’ fees incurred by Service Provider to enforce payment obligations.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the End Date specified below, unless earlier terminated in accordance with this section.

Effective Date:

End Date:

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for the notice period specified above. Termination shall be without prejudice to either Party’s rights accrued prior to termination.

Confidentiality

Each Party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, operational, technical, pricing and financial information disclosed in tangible or intangible form. The receiving Party shall: (a) use Confidential Information solely for the purposes of performing this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as required by law or with the disclosing Party's prior written consent.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties below. The Parties agree to attempt to resolve disputes in good faith through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration or in the courts specified below as elected by the Parties.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments incorporated by reference, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties.

Representations and Certifications

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Client certifies that the consumption data provided to Service Provider is accurate to the best of Client's knowledge at the time of submission. Service Provider warrants that services will be performed in a professional manner consistent with industry practice.

Acknowledgement

By signing below, the Parties acknowledge that they have read, understood and agree to be bound by all terms and conditions of this Agreement and confirm that the consumption figures and payment terms recorded above reflect the Parties’ mutual understanding.

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