Miscellaneous Geofurnace Document

MISCELLANEOUS GEOFURNACE AGREEMENT

Parties

Client Name:    Client Entity Type: Individual Corporation Other

Provider Name:    Provider Entity Type: Individual Corporation Other

Recitals

WHEREAS, Client desires to engage Provider to supply geofurnace-related services and/or equipment relating to ground-source thermal systems and associated site work (the "Geofurnace Services") as described herein; and

WHEREAS, Provider represents that it has the expertise, licensing, and resources necessary to perform the Geofurnace Services and to deliver the deliverables set forth in this Agreement; and

WHEREAS, the parties agree that the terms and conditions set forth in this Agreement shall govern the performance of the Geofurnace Services effective as of the Effective Date:

Scope of Work

Provider shall perform the Scope of Work in a professional and workmanlike manner consistent with industry standards for geotechnical and thermal exchange installations. Any material changes to the Scope of Work must be documented in a written change order signed by both parties.

Payment Terms

Unpaid amounts shall accrue interest at a rate of % per month (or the maximum lawful rate, if lower) from the date due until paid. In addition, Client shall pay reasonable collection costs, including attorney fees, for any amounts not paid when due.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public technical, business, financial or other information 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 does not include information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was known to the Receiving Party prior to disclosure, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The parties acknowledge that monetary damages may be inadequate to remedy a breach and that the Disclosing Party may seek injunctive relief in addition to other remedies.

Representations; Insurance; Indemnity

Each party represents and warrants that it has the authority to enter into this Agreement. Provider shall maintain customary commercial general liability and professional liability insurance in amounts sufficient for the performance of the Scope of Work and shall provide certificates of insurance upon request.

Provider shall indemnify, defend and hold Client harmless from and against claims, liabilities, losses and expenses arising out of Provider's negligent acts or omissions in performing the Scope of Work, except to the extent caused by Client's negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement

This Agreement, together with any written change orders or attachments executed by both parties, constitutes the entire agreement between the parties concerning 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 will be effective unless in writing and signed by authorized representatives of both parties.

Notices

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