Energy Usage Calculator

ENERGY USAGE CALCULATION AGREEMENT

This Energy Usage Calculation Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: . Agreement Date:

WHEREAS

WHEREAS, Client requires professional measurement, estimation and advisory services related to electrical energy consumption for facilities and assets described below; and

WHEREAS, Service Provider possesses the technical expertise, methods and tools to perform energy usage measurement and to prepare energy usage calculations and cost estimates (collectively, "Calculations") and is willing to provide such services under the terms set forth in this Agreement.

SCOPE OF WORK

Service Provider will perform the following services: prepare energy usage calculations, compile an itemized equipment inventory as provided by Client, estimate periodic energy consumption and cost under stated tariff assumptions, and deliver a written report of findings and recommendations.

ENERGY USAGE CALCULATOR

Use the fields below to assemble an equipment inventory and estimate energy consumption. Service Provider will use Client-provided or measured inputs to produce final Calculations. Monthly and annual energy values should be completed by Service Provider in the final report; client may provide initial estimates here.

Utility Rate (per kWh): $    Billing Period:

Equipment Inventory (up to 5 entries)

Item 1 Description:  Qty:  Wattage: W

Hours per day:  Days per year:  Estimated Monthly kWh:  Estimated Annual kWh:  Estimated Cost:

Item 2 Description:  Qty:  Wattage: W

Hours per day:  Days per year:  Estimated Monthly kWh:  Estimated Annual kWh:  Estimated Cost:

Item 3 Description:  Qty:  Wattage: W

Hours per day:  Days per year:  Estimated Monthly kWh:  Estimated Annual kWh:  Estimated Cost:

Item 4 Description:  Qty:  Wattage: W

Hours per day:  Days per year:  Estimated Monthly kWh:  Estimated Annual kWh:  Estimated Cost:

Item 5 Description:  Qty:  Wattage: W  Hours per day:  Days per year:

Total Estimated Monthly kWh:  Total Estimated Annual kWh:  Total Estimated Annual Cost:

PAYMENT TERMS

Client agrees to pay Service Provider for services rendered under this Agreement in accordance with the following terms.

Late payment shall accrue interest at % per month on unpaid balances, or the maximum permitted by applicable law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

TERM AND TERMINATION

The term of this Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the intended termination date. Termination for material breach shall be effective immediately if the breaching party fails to cure within 15 days of receipt of written notice describing the breach.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, including data, reports, calculations, methodologies, business plans, financial information and client lists. Each party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, was rightfully in the receiving party's possession prior to disclosure, or is required to be disclosed by law; provided the receiving party gives prompt notice to the disclosing party and cooperates in any lawful effort to limit or resist such disclosure.

LIMITATION OF LIABILITY

Service Provider's total liability for any claim arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid by Client under this Agreement in the 12 months preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified below. The parties agree that any dispute arising under this Agreement shall first be subject to good faith negotiation between senior executives. If negotiation does not resolve the dispute within 30 days, the parties shall submit the dispute to binding arbitration administered according to the commercial arbitration rules mutually agreed by the parties. Governing law for interpretation of this Agreement shall be:

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attached exhibits or statements of work and any written change orders signed by both 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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or legal authority to enter into and perform its obligations under this Agreement. Service Provider represents that the services shall be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

MISCELLANEOUS

If any provision of this Agreement is held 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 to a successor in interest in connection with a merger, acquisition or sale of substantially all assets.

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