Community Solar Agreement

COMMUNITY SOLAR AGREEMENT

This Community Solar Agreement (the "Agreement") is made and entered into as of by and between Provider Name: with principal place of business at ("Provider"), and Subscriber Name: residing at ("Subscriber"). Provider and Subscriber are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider develops, owns and operates a community solar generating facility located at (the "Project") and has available output and renewable energy credits for allocation to off-site subscribers; and

WHEREAS, Subscriber desires to subscribe for a portion of the Project's solar energy output and related utility bill credits pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, Provider agrees to allocate to Subscriber a share of the Project's generation and to administer billing and crediting consistent with applicable utility and regulatory requirements, subject to the terms of this Agreement.

SCOPE OF WORK

Provider shall (a) allocate to Subscriber a subscription share equal to of Project output; (b) register the allocation with the applicable utility; (c) meter and calculate Subscriber's monthly production credits; and (d) issue Subscriber monthly account statements reflecting energy production, applied credits, and amounts due. Provider's performance is subject to available interconnection, utility procedures, force majeure, and regulatory requirements.

PAYMENT TERMS

Payments are due as set forth above. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Subscriber shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment obligations. Provider may offset Subscriber's billed credits against amounts owed for subscription fees, subject to applicable law.

TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after written notice. Provider may suspend service immediately upon occurrence of nonpayment by Subscriber. Termination shall not relieve either Party of obligations accrued prior to termination.

CONFIDENTIALITY

Each Party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, financial, technical, and customer information disclosed in any form. Receiving Party shall 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. Confidential Information shall not include information that is (a) publicly available through no fault of the receiving Party; (b) known to the receiving Party prior to disclosure; or (c) rightfully obtained from a third party without breach of an obligation of confidentiality.

LIMITATION OF LIABILITY; INDEMNITY

Except for willful misconduct or gross negligence, neither Party shall be liable to the other for consequential, incidental, special, punitive or indirect damages, including lost profits. Subscriber shall indemnify and hold harmless Provider from and against all third-party claims arising from Subscriber's breach of this Agreement, negligent acts, or willful misconduct, subject to applicable law.

ASSIGNMENT; AMENDMENT

Subscriber may not assign this Agreement without Provider's prior written consent, which shall not be unreasonably withheld. Provider may assign this Agreement to an affiliate or to a purchaser of the Project or Provider's interest in the Project upon notice to Subscriber. Any amendment to this Agreement must be made in writing and signed by both Parties.

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-law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and schedules attached hereto, 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 oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations hereunder, that execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

MISCELLANEOUS PROVISIONS

If either Party fails to enforce any right or remedy under this Agreement, such failure shall not be deemed a waiver of such right or remedy. The Parties agree to cooperate and execute any further documents reasonably necessary to effectuate the purposes of this Agreement.

Subscriber acknowledges that allocation of credits is subject to utility and regulatory approval and that credits applied to Subscriber's utility account may vary month to month based on actual Project generation and utility procedures. Provider does not guarantee a specific monthly credit amount.

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