Energy LLC Business Services Agreement

ENERGY LLC BUSINESS SERVICES AGREEMENT

Parties

Service Provider:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing energy consulting, procurement, and related business services and possesses the technical expertise, personnel, facilities and resources to perform the services described herein;

WHEREAS, Client desires to engage Service Provider to perform certain business and energy-related services for the benefit of Client, and Service Provider desires to provide such services on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend for this Agreement to set forth the complete understanding between them regarding the subject matter hereof effective as of the Effective Date set forth below.

Effective Date:

Scope of Work

Service Provider shall provide the described services using personnel reasonably qualified and experienced to perform the tasks. Service Provider shall perform services in accordance with industry standards and in compliance with applicable laws and regulations.

Payment Terms

Invoice Frequency:

Late Fee: — late payments shall accrue interest or fees as specified above and Client shall be responsible for reasonable collection costs and attorney fees for overdue amounts.

Term and Termination

Term Commencement Date: . Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party (i) materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach; or (ii) becomes insolvent or subject to bankruptcy or receivership proceedings.

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, limitation of liability, and governing law shall survive termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in written, electronic or oral form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall (i) hold Confidential Information in strict confidence and protect it from unauthorized disclosure using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a bona fide need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully in receiving party’s possession prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Remedies: Monetary damages may be inadequate to remedy breaches of confidentiality; accordingly, the disclosing party shall be entitled to seek injunctive relief in addition to all other remedies at law or in equity.

Indemnification and Limitation of Liability

Indemnification: Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys’ fees) to the extent arising from Indemnitor’s gross negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality or indemnification obligations, neither party shall be liable for indirect, incidental, consequential, punitive or special damages, and each party’s aggregate liability for direct damages shall be limited to the amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration administered in accordance with the rules mutually selected by the parties, or, if no agreement on rules is reached, by a commercially recognized arbitration forum in the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, including all schedules and attachments 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 or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

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