Business REC Confirm

BUSINESS REC CONFIRM

This Business REC Confirm (the Agreement) is entered into as of (Effective Date) by and between:

Seller Name:    Seller Address:

Buyer Name:    Buyer Address:

RECITALS

WHEREAS, Seller generates, owns or has lawful title to certain Renewable Energy Certificates (RECs) representing proof of generation of renewable electricity, and desires to transfer specified RECs to Buyer on the terms set forth herein;

WHEREAS, Buyer desires to acquire the specified RECs for compliance, voluntary retirement or resale subject to the warranties, payment obligations and delivery procedures established in this Agreement; and

WHEREAS, the parties intend by this Agreement to confirm the quantities, vintage, price and transfer mechanics for the RECs described below and to allocate risk, payment obligations and remedies between them.

SCOPE OF WORK

REC DETAILS

PAYMENT TERMS

Purchase Price per REC: $    Total Contract Price: $

Payment Method:

Late Payment Fee: % per month on overdue amounts, subject to a minimum late fee of $. Interest and late fees accrue from the first calendar day following the due date until payment in full.

TERM AND TERMINATION

Term Start Date:    Term End Date:

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any Proprietary Information of the other party (the Disclosing Party) received in connection with this Agreement, except as expressly permitted herein. Proprietary Information includes trade secrets, pricing, bid terms, REC registry account details, and nonpublic commercial terms.

The obligations of confidentiality do not apply to information that (a) is or becomes publicly available other than through a breach of this Agreement, (b) was lawfully in the Receiving Party’s possession prior to disclosure, (c) is independently developed without use of the Disclosing Party’s Proprietary Information, or (d) is required to be disclosed by law, regulation or binding order of a court or regulatory authority, provided that the Receiving Party gives prompt notice to the Disclosing Party where legally permitted.

Acknowledgement:   Parties acknowledge and agree to the confidentiality obligations set forth above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any action arising under this Agreement.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Seller represents and warrants that it has good and marketable title to the RECs described herein, that the RECs are free and clear of liens and third-party claims, and that Seller has the right to transfer such RECs. Buyer represents that it has the authority and capacity to accept and pay for the RECs in accordance with this Agreement.

Each party shall indemnify and hold harmless the other from and against losses, liabilities and expenses arising from any breach of its representations, warranties or covenants set forth in this Agreement, except to the extent caused by the indemnitee’s gross negligence or willful misconduct.

NOTICES

ENTIRE AGREEMENT

This Agreement, including its recitals and any attachments or schedules executed 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 and communications, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

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