Electric Services Agreement

Electric Services Agreement

This Electric Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: , Entity Type: Individual Corporation LLC, with principal place of business at , and Client Name: , Entity Type: Individual Corporation LLC, with principal place of business at . Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider is duly authorized and is in the business of supplying, delivering and managing electric energy, ancillary services, and related operational services; and

WHEREAS, Client desires Provider to supply electric service at the Service Location and to perform the services described in this Agreement, and Provider is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the provision, metering, billing and payment for electric services.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Agreement, the Parties agree as follows:

1. DEFINITIONS

Unless otherwise defined herein, capitalized terms shall have the following meanings: "Services" means the generation, transmission coordination, distribution and related services described in Section 2; "Service Location" means the premises where electric service is provided as set forth in Section 2.2; "Meter" means the device used to measure electric consumption; "Billing Cycle" means the recurring period for invoices as set forth in Section 4.

2. SCOPE OF SERVICES

2.1 Provider shall supply and deliver electric energy and ancillary services to Client in accordance with applicable law, industry practice, and the terms of this Agreement. Provider's obligations include procurement, scheduling, metering oversight and billing for electric consumption.

2.2 Service Location:

2.3 Equipment: Client shall provide safe, adequate space and access for Provider's Meter and related equipment. A list of equipment to be provided or maintained by the Parties is attached as Special Conditions:

3. TERM AND TERMINATION

3.1 Term: The term of this Agreement shall commence on Service Commencement Date: and shall continue for an initial period of months (the "Initial Term"), unless earlier terminated as provided herein.

3.2 Termination for Convenience: Either Party may terminate this Agreement without cause upon days' prior written notice to the other Party, subject to payment of all amounts due through the effective date of termination.

3.3 Termination for Cause: Either Party may terminate immediately if the other Party materially breaches this Agreement and fails to cure the breach within days after written notice specifying the breach.

4. RATES, BILLING AND PAYMENT

4.1 Rates: Client shall pay Provider the charges for electric energy, capacity, ancillary services and any other applicable charges at the rates and charges set forth below or as otherwise agreed in writing. Base Rate (per kWh): . Other charges:

4.2 Billing Cycle and Payment Terms: Billing Frequency: . Invoices shall be due and payable within days of invoice date. Late payments shall bear interest at the rate of or the maximum rate permitted by law, whichever is less.

4.3 Meter Disputes: If Client disputes any bill, Client shall notify Provider in writing within days of receipt of the invoice. The Parties will cooperate to investigate and resolve the dispute in good faith. Failure to timely notify waives the dispute right.

5. METERING, MEASUREMENT AND ACCESS

5.1 Metering: The Meter shall be the sole and conclusive measurement of energy delivered, except in the case of manifest error. Provider or its authorized agent shall install, maintain, and, when necessary, replace the Meter. Meter ownership:

5.2 Access: Client grants Provider and its representatives reasonable access to the Service Location and Meter at all reasonable times for inspection, maintenance, reading and replacement. Provider shall provide advance notice for non-emergency access of at least business days.

6. PERFORMANCE STANDARDS; INTERRUPTIONS

6.1 Provider will exercise commercially reasonable efforts to provide continuous service in accordance with industry standards. Provider does not guarantee uninterrupted service and shall not be liable for interruptions caused by scheduled maintenance, system emergencies, events of force majeure, or the acts or omissions of third parties.

6.2 Scheduled Outages and Maintenance: Provider will use commercially reasonable efforts to provide advance written notice to Client of any scheduled outage impacting the Service Location at least days in advance, except where impracticable due to emergency conditions.

7. TAXES, FEES AND REGULATORY CHARGES

Client shall be responsible for all taxes, duties, fees, levies, assessments and other governmental charges attributable to the Services, other than taxes imposed on Provider's income. Charges assessed by governmental or regulatory authorities affecting Provider's cost of providing Services may be passed through to Client.

8. REPRESENTATIONS AND WARRANTIES

8.1 Provider represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that Services shall be provided in a professional and workmanlike manner in accordance with applicable laws and industry standards.

8.2 Client represents and warrants that it has authority to receive Services at the Service Location, that the Service Location is safe and suitable for Provider's Meter and equipment, and that Client will comply with applicable laws and utility rules.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Indemnification: Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (collectively, the "Indemnified Party") from and against any third party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's negligence, willful misconduct, or material breach of this Agreement.

9.2 Limitation of Liability: Except for liability arising from a Party's gross negligence or willful misconduct, in no event shall either Party be liable to the other for special, incidental, consequential, punitive or indirect damages. The aggregate liability of either Party for any and all claims arising out of this Agreement shall not exceed the total amounts paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

10. INSURANCE

Provider shall maintain, at its expense, commercial general liability insurance and worker's compensation insurance in amounts consistent with industry practice. Client shall maintain property insurance covering Client's facilities and any equipment not owned by Provider. Minimum insurance limits and additional insured requirements, if any, shall be set forth in Insurance Rider:

11. CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose to any third party any non-public information of the other Party received in connection with this Agreement, except as required by law or regulatory authority. Confidential information shall be used solely for the performance of obligations under this Agreement.

12. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at their respective notice addresses set forth below (or such other address as a Party designates by notice to the other). Notice to Provider:

Notices are effective upon receipt if delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier; electronic delivery is effective upon confirmation of receipt if sent to an address previously designated by the receiving Party in writing.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No waiver of any right or remedy under this Agreement shall be effective unless in writing and signed by the Party granting the waiver. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state of Governing State: , without regard to principles of conflicts of law. This Agreement, including any attachments and exhibits, constitutes the entire agreement between the Parties with respect to the Services and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS PROVISIONS

15.1 Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a sale of substantially all of its assets or in connection with a merger or consolidation.

15.2 Force Majeure: Neither Party shall be liable for failure to perform its obligations to the extent such failure is caused by an event beyond its reasonable control, including acts of God, war, terrorism, strikes, labor disputes, governmental actions, or failures of third party transmission providers, subject to prompt notice and reasonable efforts to resume performance.

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