Green Service Contract

GREEN SERVICE CONTRACT

This Green Service Contract ("Contract") is made and entered into as of Effective Date: by and between Service Provider: , a organized under the laws of , with principal address , and Client: , a organized under the laws of , with principal address . Service Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Service Provider specializes in the provision of environmentally sustainable operations, maintenance, installation and consulting services, including but not limited to renewable energy systems, sustainable landscaping, waste reduction and recycling programs, energy efficiency improvements, and related green building practices (collectively, the "Services"); and

WHEREAS, Client desires to retain Service Provider to perform the Services at the Client's facilities described herein, and Service Provider is willing to perform such Services under the terms and conditions set forth in this Contract; and

WHEREAS, the Parties intend that the Services shall be performed in a manner that minimizes environmental impact and complies with all applicable environmental laws and accepted green industry standards.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the work described in Section 2 and in the Scope of Services attached hereto and incorporated herein. "Work Product" means all reports, designs, specifications, data and other deliverables prepared by Service Provider in connection with the Services. "Environmental Requirements" means applicable environmental laws, regulations, permits and industry standards pertaining to sustainability and environmental protection applicable to the performance of the Services.

2. SCOPE OF SERVICES

2.1 Services to Be Performed. Service Provider shall perform the Services described below and in any written appendices executed by the Parties. Service Provider shall provide personnel, equipment, materials and supervision necessary for the proper performance of the Services in a professional and workmanlike manner consistent with prevailing industry standards for green services.

2.2 Changes. Any material change in the scope, budget or schedule shall be made only by written amendment signed by authorized representatives of both Parties. Service Provider shall not be obligated to perform work beyond the agreed scope without a written change order specifying adjustments to fees and schedule.

3. TERM; TERMINATION

3.1 Term. The term of this Contract shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either Party may terminate this Contract for material breach by the other Party if the breaching Party fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the breach.

3.3 Termination for Convenience. Client may terminate this Contract for convenience upon written notice to Service Provider. If Client terminates for convenience, Client shall pay Service Provider for Services performed and costs incurred through the effective date of termination, together with any reasonable demobilization costs.

4. FEES AND PAYMENT

4.1 Compensation. Client shall pay Service Provider fees in the amount set forth below. Payment shall be due within Payment Terms (days): days of Client's receipt of an invoice.

4.2 Invoices. Invoices shall itemize Services performed, hours (if applicable), materials and reasonable reimbursable expenses. Client shall notify Service Provider of any disputed invoice items within ten (10) days of receipt; undisputed amounts shall remain payable.

5. ENVIRONMENTAL STANDARDS AND COMPLIANCE

5.1 Compliance. Service Provider shall perform the Services in compliance with all Environmental Requirements and shall procure and maintain all permits and approvals required for the Services unless otherwise agreed in writing. Service Provider shall notify Client promptly of any actual or threatened regulatory action that may materially affect Service Provider's ability to perform.

5.2 Green Practices. Service Provider shall use commercially reasonable efforts to employ sustainable materials, minimize waste, manage hazardous materials in accordance with law, and implement energy-efficient practices consistent with accepted green industry standards.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party agrees to maintain in confidence and not disclose any non-public information marked or identified as confidential or that by its nature should reasonably be understood to be confidential, including technical data, pricing, and business plans ("Confidential Information"), except as required by law.

6.2 Exceptions. Confidential Information does not include information that is or becomes publicly available without breach, was known to receiving Party prior to disclosure, is independently developed, or is obtained from a third party without breach of obligation.

7. INSURANCE AND INDEMNITY

7.1 Insurance. Service Provider shall maintain commercial general liability insurance, professional liability insurance (if applicable), and workers' compensation coverage in amounts sufficient to cover its obligations under this Contract. Minimum commercial general liability coverage shall be at least .

7.2 Indemnity. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses arising out of Service Provider's negligent acts, omissions or willful misconduct in performing the Services, except to the extent caused by Client's negligence or breach of this Contract.

8. WARRANTIES; REMEDIES

8.1 Warranty. Service Provider warrants that Services will be performed in a professional manner consistent with industry standards and will conform to the agreed Scope of Services for Warranty Period (days): days from substantial completion. Service Provider shall, at its option, re-perform deficient Services discovered within the warranty period at no additional cost.

8.2 EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR BODILY INJURY OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS CONTRACT. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS CONTRACT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS CONTRACT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. NOTICES

10.1 Manner. All notices required or permitted under this Contract shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. No amendment, modification or supplement of this Contract shall be effective unless made in writing and signed by authorized representatives of both Parties.

11.2 Waiver. No waiver by either Party of any breach or default shall be deemed a waiver of any subsequent breach or default.

11.3 Counterparts. This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic image shall be binding.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the state or jurisdiction of Governing Law: , without regard to its conflicts of law principles.

12.2 Entire Agreement. This Contract, together with any appendices and executed change orders, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

12.3 Severability. If any provision of this Contract is held to be invalid or unenforceable, the remainder of this Contract shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

13.1 Relationship of Parties. The Parties are independent contractors. Nothing in this Contract shall create an employment, partnership, joint venture or agency relationship between the Parties.

13.2 Subcontracting. Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the performance of such subcontractors and for compliance with this Contract.

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