Energy Savings Mass Save Documents

ENERGY SAVINGS AGREEMENT — MASS SAVE DOCUMENTS

Parties

Recitals

WHEREAS, Customer is the owner or authorized occupant of the premises located at (the "Premises") and seeks to implement energy efficiency measures that may qualify for incentives under the Mass Save program and related utility-administered energy efficiency initiatives.

WHEREAS, Contractor is engaged in the business of providing energy efficiency services and represents that it possesses the requisite training, certifications, licenses and program qualifications to install, service and verify energy-saving measures at the Premises; and

WHEREAS, the Parties desire to set forth the terms under which Contractor will perform the work described below and Customer will pay for such work and cooperate with program requirements.

Scope of Work

Contractor shall provide labor, materials, equipment and services necessary to perform the energy savings measures at the Premises. Specific tasks, equipment specifications, expected energy savings and acceptance criteria shall be described below.

Payment Terms

The total contract price for the Scope of Work shall be $. Payment shall be made in accordance with the schedule set forth below.

Invoices are due and payable within days of invoice receipt. Late payments shall incur a late fee of on the unpaid balance, compounded monthly to the maximum extent permitted by law.

Incentives and rebates provided by the Mass Save program or other third-party sources shall be applied as follows:

Assign incentives to Contractor as payment toward the contract price.

If incentives are assigned to Contractor, estimated incentive amount: $. Final incentive amounts are subject to program verification and may be applied upon receipt by Contractor.

Term and Termination

This Agreement commences on the Start Date: and, unless earlier terminated in accordance with this Agreement, expires on the End Date: .

Either Party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Either Party may terminate for material breach if the breaching Party fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Upon termination, Contractor shall be entitled to payment for services performed and materials properly procured up to the effective date of termination, subject to setoffs for defects, nonconformance or unfulfilled obligations.

Confidentiality

Each Party shall treat as confidential all non-public information disclosed by the other Party in connection with this Agreement, including but not limited to technical, financial and energy consumption data ("Confidential Information"), and shall not disclose such information to any third party except as required by law or as necessary to perform the Scope of Work. Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) was rightfully in the receiving Party's possession prior to disclosure by the disclosing Party, or (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

Indemnification and Liability

Contractor shall indemnify, defend and hold harmless Customer from and against claims, liabilities, losses and expenses arising from Contractor's negligent acts, omissions or willful misconduct in performing the Scope of Work. Except for indemnification obligations and willful misconduct, neither Party shall be liable to the other for consequential, incidental or special damages. The Parties' aggregate liability for direct damages under this Agreement shall not exceed the Contract Price paid by Customer.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement; Amendment

This Agreement, together with any attachments, exhibits and program forms executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Contractor may assign to an affiliate or to the extent necessary to effectuate financing, provided the assignee assumes Contractor's obligations hereunder.

Acknowledgement of Program Requirements

Customer acknowledges that certain work, incentive payments and final payments are contingent on program eligibility, inspections and verification by program administrators or their designees. Contractor shall cooperate with such verification activities and will provide documentation reasonably required by the program.

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