Green EV Business Document

GREEN EV BUSINESS AGREEMENT

This Green EV Business Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Company is engaged in the development, installation, and operation of electric vehicle charging infrastructure and related services, and desires to retain Partner to provide specified services in connection with the deployment and operation of Green EV projects; and

WHEREAS, Partner represents that it has the technical expertise, personnel, equipment, and regulatory knowledge necessary to perform the scope of work described in this Agreement and will perform such work in accordance with industry standards and applicable laws; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, payment, confidentiality, allocation of risk, and other matters as set forth herein.

SCOPE OF WORK

Partner shall perform the services described below in a professional and workmanlike manner consistent with prevailing industry standards. Services shall include design, procurement, installation, commissioning, testing, and any required training or documentation for Green EV charging systems, as applicable.

PAYMENT TERMS

Compensation for the services described in Section "Scope of Work" shall be as follows:

All payments are exclusive of applicable taxes unless otherwise stated. Partner shall submit itemized invoices that reference applicable milestones, deliverables, or purchase orders. Unless otherwise agreed in writing, payment shall be made in United States dollars.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice for material breach that remains uncured for 30 days after receipt of written notice of such breach, for insolvency, or for unlawful conduct material to the performance of this Agreement.

Upon termination, Partner shall deliver all work in progress and completed deliverables for which Company has paid, and Company shall pay Partner for all undisputed work performed through the effective date of termination in accordance with the payment terms herein.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, specifications, designs, pricing, customer lists, project plans, and any information relating to the development or operation of Green EV infrastructure.

Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without breach of obligation; or (iv) is independently developed without use of Confidential Information.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages may be inadequate, and each party shall be entitled to seek injunctive relief in addition to other remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in such state for disputes arising under this Agreement, subject to any applicable mandatory arbitration or administrative processes agreed in writing.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules, and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a joint venture, partnership, agency, or employment relationship. Each party is responsible for its own taxes and benefits for its employees.

Assignment: Neither party may assign or delegate this Agreement or its rights hereunder without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a sale of substantially all of its assets relating to the Green EV projects.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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