Energy Purchase Contract

ENERGY PURCHASE CONTRACT

This Energy Purchase Contract ("Agreement") is entered into as of Effective Date: by and between Client Name: , Client Address: , and Supplier Name: , Supplier Address: .

RECITALS

WHEREAS, Buyer desires to purchase and receive electrical energy and, if applicable, associated environmental attributes from Seller; and

WHEREAS, Seller is engaged in the generation and sale of electrical energy and is willing to sell and deliver such energy to Buyer on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the purchase and sale of energy for the Term defined below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Unless otherwise defined in this Agreement, capitalized terms used herein shall have the meanings set forth below. "Agreement" means this Energy Purchase Contract and its schedules and exhibits. "Business Day" means any day other than a Saturday, Sunday or statutory federal holiday. "Delivery Point" means the point(s) at which title and risk of loss pass from Seller to Buyer as specified in Section 5. "MWh" means megawatt-hour.

2. TERM

The term of this Agreement (the "Term") shall commence on Commencement Date: and shall continue until Termination Date: , unless earlier terminated in accordance with this Agreement.

3. PURCHASE AND SALE

3.1. Quantity. Subject to the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, up to Contract Quantity: per Contract Period as measured and adjusted in accordance with Section 6.

3.2. Product. The product to be delivered hereunder consists of electrical energy and associated attributes, including Renewable Energy Certificates where specified herein.

4. PRICE AND PAYMENT

4.1. Price. Buyer shall pay Seller a price of Price per MWh: USD per MWh for energy delivered under this Agreement, subject to adjustments expressly provided herein.

4.2. Billing and Payment. Seller shall render invoices to Buyer on a Monthly basis for deliveries in the preceding Month. Buyer shall remit payment within Payment Days: days of receipt of an undisputed invoice. Payments shall be made in United States Dollars to the remittance instructions provided by Seller.

5. DELIVERY AND TITLE

Delivery shall be at Delivery Point: . Title and risk of loss shall pass to Buyer at the Delivery Point. Seller shall be responsible for arranging and paying for any necessary metering at the Delivery Point unless otherwise agreed in writing.

6. METERING AND MEASUREMENT

All deliveries shall be measured by the applicable meter(s) at the Delivery Point. Metering shall be installed, tested, maintained and read in accordance with Good Utility Practices. Where meter data are disputed, the parties shall cooperate to inspect, test and, if necessary, replace the meter. Adjustments for metering errors shall be made to the nearest commercially reasonable settlement period.

7. TAXES AND CHARGES

All taxes, fees, charges or assessments imposed by governmental authorities directly on the sale or transfer of energy shall be borne by Buyer, unless such taxes are imposed on Seller's income. Each party shall provide reasonable documentation to support any claimed exemption from taxes.

8. REPRESENTATIONS AND WARRANTIES

8.1. Seller represents and warrants that: (a) it has all requisite corporate power and authority to execute, deliver and perform this Agreement; (b) the energy delivered hereunder will conform to material industry standards for transmission and deliverability at the Delivery Point; and (c) delivery of energy hereunder will not violate any applicable law or third-party agreement, except as disclosed in writing to Buyer.

8.2. Buyer represents and warrants that it has the authority to enter into this Agreement and that its performance will not conflict with any other agreement or law to which it is subject.

9. FORCE MAJEURE

Neither party shall be liable for failure or delay in performing its obligations (except for payment obligations) if such failure or delay is caused by Force Majeure. The affected party must promptly notify the other and use commercially reasonable efforts to mitigate the effects. Force Majeure includes acts of God, war, terrorism, strikes, embargoes, governmental actions and major transmission interruptions, but not financial incapacity.

10. DEFAULT AND REMEDIES

10.1. An Event of Default shall include failure to pay undisputed amounts when due, material breach of delivery obligations, or insolvency. The non-defaulting party may provide written notice and, if the default is not cured within Cure Period: days, pursue remedies available at law or equity, including specific performance or damages.

10.2. The remedies provided in this Agreement are cumulative and not exclusive.

11. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses arising out of the indemnifying party's breach of representations, negligence, willful misconduct, or failure to perform its obligations under this Agreement, except to the extent caused by the indemnitee's negligence or willful misconduct.

12. CONFIDENTIALITY

Each party shall maintain as confidential all non-public information received from the other party marked confidential or that reasonably should be understood to be confidential. Confidential information may be disclosed to affiliates, counsel and advisors on a need-to-know basis, provided such recipients are bound by comparable confidentiality obligations.

13. NOTICES

Notices shall be in writing and shall be effective upon receipt when delivered personally, by nationally recognized overnight courier, by certified mail return receipt requested, or by electronic transmission where receipt is confirmed.

14. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that either party may assign this Agreement without consent to an affiliate or to a successor by merger or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations hereunder.

15. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. Failure or delay to enforce any right shall not constitute a waiver of that right, unless such waiver is in writing and signed by the waiving party.

16. GOVERNING LAW

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

17. ENTIRE AGREEMENT

This Agreement, including all 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 and understandings, whether written or oral.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be interpreted so as to give effect to the intent of the parties as reflected herein.

19. COUNTERPARTS

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 deemed original signatures for all purposes.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

Sign Now