Legal CESC Agreement

LEGAL CESC AGREEMENT

This Legal CESC Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client operates or controls the facility or premises located at Service Address: and desires to obtain comprehensive energy services and conservation measures;

WHEREAS, Service Provider represents that it is qualified to provide energy services, equipment installation, performance monitoring, and related maintenance described in this Agreement (the "Services") and will implement measures to achieve energy performance objectives set forth herein;

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the Services, performance guarantees, payments, and remedies.

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

1. DEFINITIONS

1.1 "Agreement" means this Legal CESC Agreement, including all schedules, exhibits and appendices incorporated by reference. 1.2 "Baseline Energy Use" means the documented energy consumption level established for the Premises prior to implementation of the Services, as set forth in Schedule A: Baseline and Savings Calculation. 1.3 "Guaranteed Savings" means the quantified reduction in energy consumption or cost, expressed in units and/or currency, that Service Provider warrants will be achieved during the Term as described in Section 5.

2. SCOPE OF SERVICES

2.1 Services. Service Provider shall furnish all labor, materials, equipment, supervision, and permits necessary to perform the Services described in Schedule B: Scope of Work. A summary description of key Services is set forth here:

2.2 Changes. Any material modification of the Scope of Services shall be made only by written change order signed by authorized representatives of both Parties. Change orders shall include any adjustments to price, schedule, and performance guarantees.

3. TERM; TERMINATION

3.1 Term. The initial term of this Agreement shall commence on Commencement Date: and shall continue for Term (years): years unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for a period of Cure Period (days): days after receipt of written notice describing the breach with reasonable particularity.

3.3 Termination for Convenience. Client may terminate this Agreement for convenience upon providing Termination Notice (days): days' prior written notice and payment of any undisputed sums owed for Services performed to the effective date of termination.

4. COMPENSATION; PAYMENT

4.1 Fees. Client shall pay Service Provider Fees: $ in consideration for the Services, payable in accordance with the Payment Schedule. All amounts are payable in United States dollars unless otherwise agreed in writing.

4.2 Payment Terms. Invoices shall be submitted monthly in arrears and are due Net (days): days from invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5. PERFORMANCE GUARANTEE

5.1 Guaranteed Savings. Service Provider guarantees Guaranteed Savings: relative to the Baseline Energy Use during each Contract Year.

5.2 Measurement and Verification. Measurement and verification protocols shall follow the methodology set forth in Schedule C: M&V Protocols. Adjustments for weather, occupancy, and operational variance shall be made as specified therein.

5.3 Remedies for Shortfall. If actual savings fall short of the Guaranteed Savings for any Contract Year, Service Provider shall reimburse Client an amount equal to the deficient portion of the guaranteed amount calculated in accordance with Schedule C, provided Client has fulfilled its payment and cooperation obligations.

6. WARRANTIES; REPRESENTATIONS

6.1 Mutual Representations. Each Party represents and warrants that it has full authority to enter into this Agreement and that execution and performance do not violate any law, contractual obligation, or court order.

6.2 Provider Warranty. Service Provider warrants that all equipment and workmanship furnished under this Agreement will be free from material defects for Warranty Period (months): from installation and that Services will be performed in a professional and workmanlike manner consistent with industry standards.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification by Provider. Service Provider shall indemnify, defend and hold harmless Client and its affiliates, officers, directors and employees from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of Service Provider's negligence, willful misconduct, or breach of this Agreement.

7.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or Provider's indemnification obligations set forth in Section 7.1, neither Party shall be liable to the other for consequential, special, incidental, punitive or indirect damages, and aggregate liability for claims arising under or related to this Agreement shall not exceed the total Fees paid or payable under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

8. INSURANCE

Service Provider shall maintain insurance coverages customary for the industry, including commercial general liability, employer's liability, and commercial automobile insurance, with limits no less than those set forth in Schedule D: Insurance Requirements. Certificates evidencing such insurance shall be provided to Client upon request.

9. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable federal, state, and local laws, regulations, codes and ordinances in carrying out its obligations under this Agreement, including, without limitation, environmental, health and safety requirements.

10. ASSIGNMENT

Neither Party may assign this Agreement or any of its rights or obligations without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization to an affiliate so long as the assignee assumes the assigning Party's obligations hereunder.

11. CONFIDENTIALITY

Each Party shall treat as confidential all proprietary or non-public information disclosed by the other Party and shall not disclose such information to third parties except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

12. NOTICES

All notices under this Agreement shall be in writing and shall be delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested). Notices shall be effective upon receipt.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any term or condition shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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. This Agreement, together with all Schedules and Exhibits expressly referenced, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. 15.2 Force Majeure. Neither Party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, governmental action, strikes, or shortages of materials, provided the affected Party gives prompt notice and uses commercially reasonable efforts to avoid and mitigate the event.

ENTITY TYPE

Client Entity Type: Individual Corporation LLC Partnership Other

Service Provider Entity Type: Individual Corporation LLC Partnership Other

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