Business MicroGrid Document

BUSINESS MICROGRID AGREEMENT

This Business Microgrid Agreement ("Agreement") is made and entered into as of the Effective Date: by and between Provider Name: with principal place of business at , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Provider designs, engineers, supplies and commissions distributed energy resources and microgrid control systems tailored to commercial facilities, and possesses expertise and personnel necessary to implement a business microgrid solution; and

WHEREAS, Client owns or operates the Premises located at and desires to procure a microgrid system to improve resilience, energy cost management, and grid-interaction capabilities; and

WHEREAS, the parties wish to set forth the scope, pricing, schedule and allocation of risks for design, procurement, installation, testing, and handover of the Microgrid System upon the terms and conditions contained in this Agreement.

SCOPE OF WORK

Provider shall perform the tasks necessary to design, procure, install, integrate, test and commission the Microgrid System (the "Work") at the Project Location in accordance with industry standards, applicable codes and the functional specifications attached as Exhibit A (if any). The Work includes system design; equipment procurement; civil, electrical and control integration; factory acceptance testing; on-site commissioning; and operator training.

PAYMENT TERMS

Contract Price (total, inclusive of labor and equipment, unless stated otherwise):

Initial Payment / Deposit: due upon execution of this Agreement.

Progress Payments: Payments shall be due within days of invoice; final payment shall be payable upon Final Acceptance testing and issuance of Final Completion Certificate by Provider.

Late Fee: Overdue amounts shall bear interest at or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable costs of collection.

TERM AND TERMINATION

Term Commencement Date: . Anticipated Substantial Completion Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice specifying the breach. Either party may terminate for convenience upon days prior written notice, with payment for Work performed up to effective termination date and reasonable demobilization costs.

CONFIDENTIALITY

Each party shall maintain in strict confidence and shall not disclose to any third party any Confidential Information obtained from the other party in connection with this Agreement. "Confidential Information" includes non-public technical, commercial, financial or strategic information and proprietary specifications related to the Microgrid System. Confidential Information does not include information that: (a) is rightfully in the receiving party's possession without restriction prior to disclosure; (b) is or becomes publicly known through no breach of this Agreement; or (c) is independently developed without reference to the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to its affiliates, employees, contractors and consultants on a need-to-know basis provided such persons are bound to confidentiality obligations no less protective than those herein. Upon request or termination, the receiving party shall return or destroy Confidential Information as directed by the disclosing party, except where retention is required by applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration conducted in the county of the governing state under commercial arbitration rules, unless the parties agree otherwise in writing.

INDEMNIFICATION; LIMITATION OF LIABILITY

Provider shall indemnify and hold harmless Client from third-party claims arising from Provider's negligent acts or omissions in performing the Work. Client shall indemnify Provider from third-party claims arising from Client's negligence, breach of this Agreement, or misrepresentations. Except for willful misconduct or gross negligence, neither party's aggregate liability to the other under or relating to this Agreement shall exceed the total Contract Price paid by Client to Provider under this Agreement.

INSURANCE; PERMITS

Provider shall maintain commercial general liability, workers' compensation, and professional liability insurance adequate for performance of the Work and shall provide certificates of insurance upon Client's reasonable request. Client shall secure and maintain any site access approvals, permits, utility interconnection agreements and rights necessary for installation and operation of the Microgrid System unless otherwise agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including specified exhibits and any written change orders executed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, proposals and other agreements, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: Provider is an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, or agency between the parties.

Notices: Notices shall be made in writing and delivered to the addresses provided above, or to such other address as a party designates by written notice. Notices are effective upon delivery by hand, courier, or verified receipt by certified mail.

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