Business PPA Document

BUSINESS PPA AGREEMENT

Parties

Recitals

WHEREAS, Seller is engaged in the business of generating and supplying electrical energy and related services;

WHEREAS, Buyer desires to purchase, and Seller agrees to sell, energy and associated services from the facility located at (the "Facility") under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to record their respective rights and obligations regarding quantity, quality, price and delivery of electric energy to be supplied by Seller to Buyer.

Scope of Work

Seller will design, construct (if applicable), commission and operate the Facility and shall deliver generated electrical energy to Buyer at the agreed delivery point. Seller's obligations include metering, routine maintenance, and compliance with applicable interconnection and safety requirements as set forth below. Buyer will accept and pay for energy delivered in accordance with the Metering and Payment Terms.

Payment Terms

Buyer shall pay Seller for delivered electrical energy (the "Purchase Price") and any ancillary services in accordance with the rates and schedule set forth below. All monetary amounts are in United States dollars unless otherwise specified.

Payment shall be due within days of receipt of an undisputed invoice. Seller will deliver invoices to Buyer's billing contact designated above.

Late payments shall incur interest at the lesser of (a) % per month on the overdue amount, compounded monthly, or (b) the maximum rate permitted by applicable law. In addition, Buyer shall be liable for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date and continue for the Initial Term specified below unless earlier terminated in accordance with this Agreement.

Effective Date: . Initial Term End Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may terminate without cause upon providing days' prior written notice to the other party.

Confidentiality

Each party shall hold in confidence and shall not disclose to any third party Confidential Information of the other party, and shall use such Confidential Information only for purposes of performing its obligations under this Agreement. "Confidential Information" means non-public information 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.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly known through no breach by the receiving party; (b) was in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information. The confidentiality obligations shall survive termination or expiration of this Agreement for a period of .

Indemnification and Liability

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's gross negligence, willful misconduct, or material breach of its obligations under this Agreement.

Except for liability arising from gross negligence, willful misconduct or indemnification obligations, neither party's aggregate liability for direct damages arising under this Agreement shall exceed the total Purchase Price paid or payable to Seller under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Force Majeure

Neither party shall be liable for failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, fire, flood, earthquake, storm, war, terrorism, labor disputes, or governmental action ("Force Majeure Event"). The affected party shall give prompt notice to the other and shall use commercially reasonable efforts to mitigate the effects of such event.

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 law principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration in accordance with the commercial arbitration rules mutually agreed upon by the parties.

Assignment

Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that either party may assign this Agreement, without consent, to an affiliate or in connection with a sale of all or substantially all of its assets or a change of control, provided that the assignee assumes all obligations hereunder.

Entire Agreement

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

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the party's address set forth above or to such other address as either party may designate by notice in accordance with this section. Notices shall be deemed given upon personal delivery, three (3) business days after deposit in the mail by certified mail, return receipt requested, or upon confirmed delivery by overnight courier.

Additional Provisions

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