Business Energy Hub

BUSINESS ENERGY HUB SERVICE AGREEMENT

This Business Energy Hub Service Agreement (the Agreement) is made effective as of by and between:

Parties

Recitals

WHEREAS, Service Provider operates a Business Energy Hub platform that provides energy procurement advisory, meter data aggregation, energy efficiency recommendations, and implementation coordination tailored to commercial customers; and

WHEREAS, Client seeks to engage Service Provider to analyze Client's energy usage, identify cost-saving opportunities, and facilitate procurement and implementation of identified measures pursuant to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below (Services). Services include data collection, energy usage baseline analysis, procurement advisory, recommendations for energy efficiency measures, coordination with vendors, and monitoring and reporting as agreed. Detailed scope:

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are exclusive of applicable taxes unless otherwise specified.

Any undisputed amount not paid within days of the invoice due date shall accrue interest at percent per month (or the maximum lawful rate, if lower). Client shall also reimburse reasonable costs of collection, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice of such breach. Termination will not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether oral, written or electronic, including business plans, pricing, energy usage data, meter reads, models, technical specifications, vendor proposals, and financial information. Confidential Information does not include information that: (a) becomes generally available to the public through no fault of the Receiving Party; (b) was known to the Receiving Party without restriction prior to receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) 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 at least as protective as those contained herein.

The confidentiality obligations shall continue for years from the date of disclosure, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performance of this Agreement. Except for liability resulting from bodily injury, death, or a party's gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of each party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes arising under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

Entire Agreement and Miscellaneous

This Agreement, including any exhibits and written attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. The parties are independent contractors; nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

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