Powerwall Service Contract

POWERWALL SERVICE CONTRACT

This Powerwall Service Contract (the Contract) is made and entered into as of Date: by and between Service Provider Name: and Customer Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of maintaining, servicing and repairing residential battery energy storage systems commonly marketed as Powerwall and related equipment (the Equipment); and

WHEREAS, Customer owns or is the lawful operator of the Equipment located at Service Address: and desires to retain Service Provider to perform maintenance and repair services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services and Customer will pay for such services.

SCOPE OF WORK

Service Provider shall provide preventive maintenance, diagnostics, software updates, on-site repairs, and replacement of defective components for the Equipment, including routine inspection of hardware, inverter interface, battery health assessment, and remedial actions necessary to maintain safe and functional operation (collectively, the Services). Specific tasks, response-time commitments and exclusions are described below and in the detailed service plan.

PAYMENT TERMS

Customer shall pay Service Provider for the Services in accordance with the following payment terms.

All payments are due net of any taxes. If Customer disputes any portion of an invoice, Customer shall pay undisputed amounts when due and submit a written notice of dispute within 10 days specifying the disputed amounts and reason. Service Provider reserves the right to suspend Services for nonpayment after providing 7 days' written notice following a missed payment.

TERM AND TERMINATION

This Contract shall commence on Start Date: and shall continue in full force until End Date: unless sooner terminated as provided herein.

Either party may terminate this Contract without cause upon written notice delivered at least Notice Period (days): days prior to the intended termination date. Either party may terminate for cause upon a material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Customer of its obligation to pay for Services performed prior to termination.

CONFIDENTIALITY

For purposes of this Contract, Confidential Information means non-public technical, operational, financial or commercial information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) 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 excludes information that (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) is lawfully received from a third party without breach of obligation of confidentiality; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Contract, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care, and (iii) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. The Receiving Party shall promptly notify the Disclosing Party of any unauthorized use or disclosure.

INSURANCE AND LIABILITY

Service Provider shall maintain commercial general liability insurance and workers' compensation as required by law. Except for willful misconduct or gross negligence, each party's liability for direct damages under this Contract shall be limited to direct damages not to exceed the aggregate fees paid or payable by Customer under this Contract during the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for consequential, incidental, special or punitive damages.

NOTICES

All notices required or permitted under this Contract shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized overnight courier, and shall be deemed given upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Contract shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Except as otherwise provided herein, the parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Contract by negotiation between senior executives. If the dispute cannot be resolved by negotiation within 30 days, the parties agree to submit the dispute to binding arbitration in the county of the Customer's service address under the rules of a recognized arbitration body, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

ENTIRE AGREEMENT

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

The parties acknowledge that they have read and understand this Contract and enter into it voluntarily. Each person signing below represents and warrants that they are authorized to enter into this Contract on behalf of the party for whom they sign.

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