Energy Processing Agreement

ENERGY PROCESSING AGREEMENT

This Energy Processing Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: and Processor Name: with principal address: . The Client and the Processor are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client owns or controls certain energy feedstock, material, data or inputs and desires to engage Processor to perform processing services to convert such feedstock into energy products or otherwise perform energy processing as further defined herein; and

WHEREAS, Processor has the facilities, licenses, technical expertise and personnel necessary to perform the processing services in accordance with the specifications and standards set forth in this Agreement; and

WHEREAS, the Parties wish to set forth the terms and conditions governing Processor's acceptance, handling, processing, storage and return or disposition of Client's feedstock, energy products and related material and information.

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows.

1. Definitions

1.1 "Feedstock" means the raw materials, inputs or substances supplied by Client to Processor for the purpose of processing under this Agreement, including any associated documentation or data.

1.2 "Processed Product" means the energy output, by-product, intermediate product or other material resulting from Processor's treatment of Feedstock pursuant to the Processing Specifications.

1.3 "Processing Specifications" means the technical specifications, quality standards, acceptance criteria and testing protocols set forth in Section 2 and in Exhibit A: Processing Specifications (as completed by the Parties).

2. Scope of Services; Processing Specifications

2.1 Services. Processor shall receive, handle, store and process Feedstock delivered by Client in accordance with this Agreement and the Processing Specifications. Processor shall perform services using commercially reasonable skill and care, in compliance with Good Industry Practice and applicable laws.

2.2 Acceptance and Testing. Processor shall test incoming Feedstock and Processed Product pursuant to the agreed acceptance tests. If Feedstock or Processed Product fails acceptance, Processor shall notify Client promptly and shall hold non-conforming material pending Client's written directions.

3. Delivery; Title and Risk of Loss

3.1 Delivery Terms. Unless otherwise agreed in writing, deliveries of Feedstock shall be Ex Works to Processor's facility. Client shall provide advance written notice of each delivery in accordance with the delivery schedule.

3.2 Title and Risk. Title to Feedstock shall remain with Client until Processor accepts Feedstock at Processor's receiving dock. Risk of loss for Feedstock shall pass in accordance with the delivery terms set forth in this Agreement. Title to Processed Product transfers as specified in Exhibit A or as otherwise agreed in writing.

4. Fees, Invoicing and Payment

4.1 Fees. Client shall pay Processor the processing fees set forth below and in any applicable price schedule. Fees are exclusive of taxes unless otherwise stated.

5. Term and Termination

5.1 Term. The term of this Agreement commences on the Effective Date and continues for Term (months): unless earlier terminated in accordance with this Section.

5.2 Termination for Cause. Either Party may terminate upon material breach by the other Party if the breach remains uncured after Cure Period (days): days' written notice.

5.3 Termination for Insolvency. Either Party may terminate immediately upon written notice upon the other Party's insolvency, appointment of a receiver, assignment for the benefit of creditors or commencement of bankruptcy proceedings.

6. Confidentiality

6.1 Confidential Information. Each Party shall maintain in confidence and not disclose the other Party's Confidential Information, which includes business information, technical data, feedstock compositions, processing parameters and pricing, except as expressly permitted by this Agreement.

6.2 Use Limitation and Return. Processor shall use Confidential Information solely to perform obligations under this Agreement. Upon termination or expiration, Processor shall return or destroy Confidential Information at Client's direction and certify in writing the disposition.

7. Data Security and Environmental Compliance

7.1 Compliance with Laws. Processor shall comply with all applicable environmental, health and safety laws, permits, codes and regulations governing the handling, processing, storage and disposal of Feedstock and Processed Product.

7.2 Breach Notification. Processor shall notify Client of any unauthorized release, breach of containment or data/security incident pertaining to Client data or Feedstock within Breach Notice (days): days of discovery and cooperate in remediation.

8. Warranties; Disclaimers

8.1 Mutual Warranties. Each Party represents and warrants that it has authority to enter into this Agreement and that performance will not violate any agreement or law.

8.2 Processor Warranty. Processor warrants that services will be performed in a professional manner consistent with applicable industry standards and the Processing Specifications. Except as expressly set forth, Processor disclaims all other warranties, express or implied.

9. Indemnification and Limitation of Liability

9.1 Indemnification by Processor. Processor shall indemnify, defend and hold harmless Client from and against losses, claims, liabilities and expenses arising out of Processor's negligence, willful misconduct, or breach of law in performing the services.

9.2 Indemnification by Client. Client shall indemnify Processor for liabilities arising from Client-supplied Feedstock that is defective, hazardous beyond disclosed levels, or that otherwise breaches representations herein.

9.3 Limitation. Except for indemnification for third-party bodily injury or property damage and wilful misconduct, neither Party shall be liable for consequential, incidental or punitive damages.

10. Insurance

Processor shall maintain insurance customary for the industry, including commercial general liability, pollution liability and workers' compensation in amounts not less than the minimums specified below.

11. Audit Rights and Records

Client shall have the right, upon reasonable prior notice and during normal business hours, to inspect Processor's records related to the processing of Client Feedstock for the purpose of verifying compliance. Audit Notice (days): days.

12. Intellectual Property

All intellectual property rights existing prior to the Effective Date shall remain the sole property of the originating Party. New inventions or process improvements developed solely by Processor in the performance of services shall be owned by Processor, unless otherwise agreed in writing.

13. Notices

Notices must be in writing and delivered by certified mail, nationally recognized courier or hand delivery to the addresses below. Notice is effective upon receipt.

14. Amendments; Waiver; Counterparts

14.1 Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties.

14.2 Waiver. No waiver of any breach shall be effective unless in writing. No waiver shall constitute a waiver of any other breach.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which is an original and all of which constitute one agreement. Signatures transmitted by electronic means shall be deemed original.

15. Governing Law; Entire Agreement; Severability

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of State: without regard to conflicts of law principles.

15.2 Entire Agreement. This Agreement, together with any exhibits and schedules, constitutes the entire agreement between the Parties relating to the subject matter and supersedes all prior agreements and understandings.

15.3 Severability. If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the Parties shall negotiate in good faith a substitute provision.

16. Miscellaneous

16.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except to a successor in interest by merger or sale of substantially all assets.

16.2 Force Majeure. Neither Party shall be liable for delay or failure to perform caused by circumstances beyond its reasonable control, provided that the affected Party promptly notifies the other and uses reasonable efforts to resume performance.

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