Energy Usage Waiver

ENERGY USAGE WAIVER

Parties and Recitals

Provider Name:

Participant Name:

Effective Date:

WHEREAS, Provider operates, maintains, or procures energy supply, metering, and related infrastructure and, in connection with the Participant’s use of premises, equipment, or services, energy consumption may exceed expected levels or incur charges that the Participant agrees to assume; and

WHEREAS, Participant desires to engage Provider for the limited scope of services described below and is willing to accept certain risks and billing adjustments related to energy usage, peak demand, and meter access as a condition of Provider’s performance; and

WHEREAS, the parties intend by this Energy Usage Waiver to allocate responsibility for energy consumption, billing adjustments, and related liabilities and to memorialize the Participant’s express waiver and indemnity obligations with respect thereto.

Scope of Work

Provider will perform the services described below at the location(s) specified by the Participant. The description must include the equipment, activities, and any known sources of incremental energy consumption.

Payment Terms

Participant agrees to pay Provider for services and any incremental energy charges as set forth below. All amounts are payable in U.S. dollars unless otherwise specified.

Late Fee: Participant shall be liable for a late fee of per month on overdue amounts after a grace period of days.

Waiver, Release and Indemnification

Participant expressly waives and releases any claim against Provider for change in energy consumption, unexpected utility charges, demand charges, or adjustments made by utility companies resulting from the Participant’s use of equipment or the services described in this Agreement, except to the extent such damages arise from Provider’s gross negligence or willful misconduct.

Participant shall indemnify, defend and hold harmless Provider, its officers, agents, and employees from and against any and all claims, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Participant’s energy usage, alteration of metering equipment, failure to provide accurate information, or failure to comply with reasonable Provider procedures for limiting energy consumption.

Metering, Adjustments and Audit Rights

Provider may rely on existing meters, submeters, estimates, or third-party billing to determine energy consumption. Participant authorizes Provider and utility representatives to access meters and related equipment at reasonable times to verify usage. Provider’s invoice adjusted on the basis of audited meter data shall be binding if supported by meter readings or third-party billing records.

Term and Termination

Term Start Date:     Term End Date (if any):

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Termination shall not relieve Participant of its obligation to pay for energy consumed or services rendered prior to termination, including any billing adjustments or audit reconciliations.

Confidentiality

For the term of this Agreement and for a period of three (3) years thereafter, each party shall hold in confidence and not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, including metering data, billing details, and technical specifications, but excludes information that is (a) already known to the receiving party without restriction, (b) becomes publicly known through no wrongful act of the receiving party, or (c) is rightfully received from a third party without restriction.

Limitation of Liability

EXCEPT FOR CLAIMS ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE AGGREGATE LIABILITY OF PROVIDER FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY PARTICIPANT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration if mutually agreed, or otherwise in the state or federal courts located in the foregoing state.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

Acknowledgment

By signing below, Participant acknowledges that they have read this Energy Usage Waiver, understand its terms, have had the opportunity to ask questions, and voluntarily accept the allocation of risk, waiver, and indemnity obligations set forth herein.

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