Business SGIP Document

BUSINESS SGIP DOCUMENT

Parties

Effective Date:    Agreement Number:

Recitals

WHEREAS, Participant seeks to procure energy storage or distributed generation services and related interconnection and incentive administration under the Self-Generation Incentive Program program framework for the site identified in this Agreement; and

WHEREAS, Provider represents that it is duly qualified and authorized to design, procure, install and commission the equipment described in the Scope of Work and will coordinate program-required documentation and testing as necessary to secure incentive eligibility and payment; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and the responsibilities of the parties in connection with the project described herein.

Scope of Work

Provider shall perform the work necessary to deliver, install, connect, and commission equipment and services at the Participant site. Specific tasks include design, procurement, permitting support, interconnection support, testing, commissioning, and submission of program documentation.

Payment Terms

Participant agrees to pay Provider the fees for goods and services as set forth below. All dollar amounts are US dollars unless otherwise indicated.

Deposit:    Payment upon Completion:

Late Payment: Unpaid amounts shall incur interest at a rate of from the due date until paid. Participant shall also be responsible for reasonable collection costs and any attorney fees incurred by Provider in enforcing payment.

Term and Termination

Term: This Agreement commences on the Effective Date and continues until completion of the Scope of Work and final acceptance, unless earlier terminated as provided herein.

Contract Start Date:    Contract End Date (if applicable):

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party provided days prior written notice. Termination for Cause: Either party may terminate for material breach if the breach is not cured within days after receipt of written notice specifying the breach.

Upon termination, Participant will pay Provider for work performed and materials ordered through the effective date of termination and any non-cancellable commitments incurred by Provider. Termination shall not relieve either party of obligations that reasonably survive termination, including confidentiality and indemnity obligations.

Confidentiality

Each party agrees that, during the term of this Agreement and for a period of three (3) years following termination, it shall hold in confidence and not disclose to any third party any Confidential Information of the other party except as required by law or as necessary to perform under this Agreement. Confidential Information includes all non-public technical, business, financial and program-related information disclosed by a party and marked confidential or that should reasonably be understood to be confidential.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon request, Confidential Information (and copies) shall be returned or securely destroyed.

Indemnification

Provider agrees to indemnify, defend and hold harmless Participant from and against claims, liabilities, losses and expenses arising from Provider's negligence or willful misconduct in performing the Scope of Work. Participant agrees to indemnify, defend and hold harmless Provider from and against claims arising from Participant's breach of this Agreement or willful misconduct.

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. Venue for any dispute shall lie in the courts of that state.

Representations and Warranties

Each party represents that it has the authority to enter into this Agreement and that performance will not violate other agreements or applicable law. Provider warrants that installed equipment will conform to applicable manufacturer specifications and industry standards for a period of months from final acceptance, subject to standard exclusions.

Entire Agreement

This Agreement, including all attachments, exhibits and referenced documents executed contemporaneously, 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. Any amendment must be in writing and signed by authorized representatives of both parties.

Acknowledgements

Each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by them. Provider acknowledges its obligation to assist Participant in preparing and submitting any required program documentation, and Participant acknowledges that program incentive payments, if any, are subject to the program's rules and third-party approval processes over which Provider has no final control.

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