Energy Holdings Agreement

Energy Holdings Agreement

This Energy Holdings Agreement (the Agreement) is made and entered into as of Effective Date: by and between:

Parties

LLC Corporation Individual

LLC Corporation Individual

Recitals

WHEREAS, Holder is the legal owner of certain energy-related interests, assets, and contractual rights identified in Schedule A attached hereto (the Holdings); and

WHEREAS, Operator has expertise in management, development, operation, and disposition of energy assets and desires to act as manager and operator with respect to such Holdings in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Holder and Operator desire to set forth the respective rights and obligations of the parties with respect to the management, operation, financing and potential disposition of the Holdings.

Scope of Work

Operator shall perform all management, operational, commercial and administrative services reasonably necessary for the preservation, operation, enhancement and, where directed by Holder, disposition of the Holdings. Services shall include, without limitation: oversight of operations, contracting and procurement, regulatory compliance monitoring, revenue collection, budgeting and accounting, capital improvements management, and reporting to Holder.

Payment Terms

As consideration for Operator's services, Holder shall pay Operator the Total Consideration described below in accordance with the schedule and conditions set forth in this section.

Initial Payment: due on or before .

Late Payment: Unpaid amounts shall accrue a late fee of on the unpaid balance, and Holder shall be responsible for all reasonable collection costs, including attorneys' fees.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice of termination to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach, or immediately if the breach is incapable of cure.

Confidentiality

Each party (the Receiving Party) shall protect and keep confidential all nonpublic information disclosed by the other party (the Disclosing Party) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information includes, without limitation, commercial terms, financial data, technical information, trade secrets, customer data and pricing.

The Receiving Party shall not use Confidential Information except as reasonably necessary to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party other than to its employees, agents or permitted advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement, except to the extent applicable law requires disclosure.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform its obligations under this Agreement. Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages and expenses arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement; provided, however, that neither party shall be liable to the other for incidental or consequential damages except to the extent such damages arise from gross negligence or willful misconduct.

Allocation of Risk and Limitation of Liability

Except for liability arising from gross negligence, willful misconduct or indemnity obligations, the aggregate liability of each party arising out of or related to this Agreement shall be limited to direct damages not to exceed the total fees paid or payable to Operator under this Agreement during the twelve (12) month period immediately preceding the event giving rise to liability.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand delivery, nationally recognized overnight courier, certified mail (return receipt requested) or email with confirmation of receipt as provided below.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The parties shall seek to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If the parties are unable to resolve a dispute within sixty (60) days after written notice of such dispute, either party may pursue any remedy available at law or in equity.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that Holder may assign to an affiliate or to a purchaser of substantially all of its assets related to the Holdings.

Amendments; Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to exercise any right shall not constitute a waiver of that right.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be interpreted so as reasonably to effect the intent of the parties.

Entire Agreement: This Agreement, together with all schedules and exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, agreements and understandings, whether written or oral.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

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