Legal Solar and Roofing Agreement

LEGAL SOLAR AND ROOFING AGREEMENT

This Solar and Roofing Agreement ("Agreement") is made as of between Client Name: with Address: and Contractor Name: , Contractor Address: .

RECITALS

WHEREAS, Client owns the real property located at (the "Property"); and

WHEREAS, Contractor is experienced in roofing services and the design, supply and installation of photovoltaic solar energy systems; and

WHEREAS, Client desires to engage Contractor to perform roof repair/replacement and to design, supply and install a solar photovoltaic system on the Property, and Contractor is willing to perform such work under the terms and conditions set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Work" means all roofing work and solar system design, materials, equipment, labor, testing, commissioning and other services to be provided by Contractor under this Agreement as more fully described in Section 2.

2. SCOPE OF WORK

2.1 Contractor shall perform roof repair/replacement and shall design, procure and install a solar photovoltaic system at the Property. The Work shall include, without limitation: site assessment, structural assessment, removal and replacement of identified roofing materials, installation of solar mounting hardware, solar modules, inverters, wiring, conduit, grounding, monitoring equipment and all associated flashings and roof penetrations required for the solar installation.

2.2 Detailed project specifications, product brands and model numbers, and a drawing of the proposed solar array are attached and incorporated into this Agreement as Exhibit A. If no separate Exhibit A is attached, Contractor shall supply solar modules and inverters of commercially reasonable quality appropriate for the system size described in this Agreement.

3. CONTRACT PRICE AND PAYMENT

3.1 Contract Price. Client shall pay Contractor the total contract price of $ (the "Contract Price") for completion of the Work in accordance with this Agreement.

3.2 Payment Schedule. Client shall pay Contractor as follows: Deposit of $ upon execution of this Agreement; Progress payment(s) of $ upon completion of roofing work; Balance of $ upon final commissioning and acceptance of the solar system.

3.3 Payments are due within days of invoicing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. SCHEDULE

4.1 Contractor shall commence the Work within days after receipt of the deposit and necessary permits, and shall substantially complete the Work by subject to extensions for Force Majeure or otherwise agreed in writing.

5. CHANGE ORDERS

5.1 Any changes to the Scope of Work shall be made only by written change order executed by both parties. The change order must describe the change, any adjustment to the Contract Price, and any change to the schedule. Contractor shall not be obligated to perform Work outside the Scope of Work without a signed change order.

6. PERMITS, INSPECTIONS AND UTILITIES

6.1 Contractor shall apply for and secure all permits, inspections and approvals required for the performance of the Work unless otherwise agreed. If Client elects to obtain permits, Client shall so notify Contractor in writing prior to permit application. Responsibility for permit fees shall be as follows:

Contractor responsible for permits: Client responsible for permits:

7. WARRANTIES

7.1 Roofing Warranty. Contractor warrants that roofing labor and materials provided by Contractor shall be free from defects in workmanship for a period of years from substantial completion. This warranty does not cover consequential damage, normal wear and tear, acts of nature beyond Contractor control, or failure due to Client modifications.

7.2 Solar Equipment Warranty. Solar modules and inverters are subject to manufacturers' warranties. Contractor shall assign to Client, to the extent assignable, any available manufacturer warranties and shall provide a workmanship warranty for solar installation for years.

8. INSURANCE, INDEMNITY AND LIABILITY

8.1 Insurance. Contractor shall maintain commercial general liability insurance with limits not less than $ per occurrence, worker's compensation as required by law, and automobile liability insurance. Upon request, Contractor shall provide certificates evidencing such insurance.

8.2 Indemnity. Contractor shall indemnify, defend and hold harmless Client and its agents from and against third-party claims arising out of Contractor's negligent performance of the Work, except to the extent caused by Client's negligence or willful misconduct.

9. SITE ACCESS, CONDITIONS AND SAFETY

9.1 Client shall provide Contractor reasonable access to the Property and shall remove or secure any personal property in the work area. Contractor shall comply with all applicable safety laws and exercise all reasonable precautions to protect persons and property.

10. TERMINATION

10.1 Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice. Upon termination, Client shall pay Contractor for Work performed and materials ordered prior to termination, together with any reasonable demobilization costs.

11. GOVERNING LAW; DISPUTE RESOLUTION

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to that state's choice of law principles.

11.2 Dispute Resolution. The parties agree to negotiate in good faith to resolve disputes. If not resolved within thirty (30) days, disputes may be resolved in the courts located in the county where the Property is situated. Each party hereby consents to the personal jurisdiction of such courts.

12. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or delivered by nationally recognized overnight courier, to the addresses set forth above or such other address as either party may designate by notice in accordance with this Section.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 This Agreement may be amended only by a written instrument signed by both parties. No waiver of any term or condition shall be effective unless in writing and signed by the party waiving compliance.

13.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, including any exhibits and written change orders, constitutes the entire agreement between the parties concerning the Work and supersedes all prior agreements, representations and understandings, whether written or oral.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that approximates the parties' original intent.

15. MISCELLANEOUS

15.1 Subcontractors. Contractor may engage subcontractors to perform portions of the Work provided Contractor remains responsible for the performance of such subcontractors. Contractor shall ensure that subcontractors comply with the terms of this Agreement.

15.2 Client Representations. Client represents that Client has authority to enter this Agreement for the Property and that there are no restrictions or covenants preventing the installation of solar equipment, other than those disclosed in writing to Contractor prior to execution.

CONTRACTOR ENTITY TYPE

Contractor is (select all applicable): Individual Corporation LLC Partnership Other:

ADDITIONAL PROVISIONS

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