Professional PPA Agreement

PROFESSIONAL PPA AGREEMENT

This Professional PPA Agreement (the Agreement) is made as of Effective Date: by and between Provider Name: with principal address: , and Purchaser Name: with principal address: .

RECITALS

WHEREAS, Provider develops, owns, operates and maintains the Professional Project described herein and holds the rights to produce, deliver and sell the Product generated by the Project; and

WHEREAS, Purchaser desires to purchase and receive, and Provider desires to sell and deliver, the Product produced by the Project on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding delivery, measurement, payment and related commercial and operational matters.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Professional PPA Agreement and all schedules and exhibits attached hereto. 1.2 "Product" means the professional service deliverable, energy output, or other specified commodity to be sold under this Agreement as described in Schedule A:

2. TERM

2.1 Term Commencement. The term of this Agreement shall commence on Term Start Date: and shall continue for a period of years unless earlier terminated in accordance with this Agreement.

2.2 Early Termination. Either party may terminate for material breach following thirty (30) days' prior written notice and failure to cure; except where specified cures require longer periods, such longer periods shall govern.

3. SALE AND PURCHASE OBLIGATIONS

3.1 Provider shall sell and deliver to Purchaser, and Purchaser shall purchase and accept from Provider, all Product produced by the Project up to Contract Capacity: units measured in accordance with Section 5.

3.2 Purchaser's purchase obligation is firm and binding subject only to Force Majeure and the terms specifically enumerated herein.

4. PRICE, PAYMENT AND BILLING

4.1 Price. The purchase price for Product shall be Price per Unit: payable in U.S. dollars unless otherwise agreed.

4.2 Billing. Provider shall issue invoices on a Billing Frequency: basis and Purchaser shall remit payment within days of receipt, subject to good faith dispute procedures.

5. METERING, DELIVERY AND ACCEPTANCE

5.1 Metering. The parties shall measure Product by metering equipment installed, owned, and maintained as set forth in Schedule B. Meter readings shall constitute conclusive evidence of quantity delivered absent manifest error.

5.2 Delivery Point. Delivery shall be made at Delivery Point: and risk of loss shall pass in accordance with the terms of Schedule B.

6. TAXES AND CHARGES

All taxes, duties, levies and assessments (other than taxes on Provider's net income) imposed by any governmental authority arising from the sale, delivery or use of Product shall be borne by the party legally obligated to pay such tax. Each party shall provide reasonable supporting documentation upon request.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual. Each party represents and warrants that it is duly organized, validly existing, and has full power and authority to enter into and perform this Agreement.

7.2 Provider. Provider represents that the Project will be operated in a professional manner in accordance with industry standards and applicable law, and that the Product sold hereunder will materially conform to the description in Schedule A.

8. INDEMNIFICATION

8.1 Each party shall indemnify, defend and hold harmless the other party and its officers, agents and employees from and against any claims, losses, liabilities or damages arising out of the indemnifying party's breach, negligence or willful misconduct in connection with this Agreement, except to the extent caused by the indemnified party's negligence or willful misconduct.

9. LIMITATION OF LIABILITY

Except for wilful misconduct, gross negligence or a party's indemnification obligations, neither party shall be liable for indirect, incidental, consequential, punitive or special damages, and aggregate liability shall be limited to the amount actually paid or payable by Purchaser under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

10. DEFAULT AND REMEDIES

Upon the occurrence of an Event of Default, the non-defaulting party shall have the right to suspend performance, pursue specific performance, seek damages, and exercise any other remedies provided at law or in equity. Monetary damages shall include proven direct damages and costs reasonably incurred in enforcing this Agreement.

11. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance caused by Force Majeure, which includes acts of God, governmental action, strikes, labor disputes, or other events beyond reasonable control. The affected party shall promptly notify the other and use commercially reasonable efforts to mitigate the effects.

12. CONFIDENTIALITY

Each party shall maintain as confidential all non-public business and technical information disclosed by the other party in connection with this Agreement and shall not disclose such information except to its employees, agents or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

13. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that either party may assign to an affiliate or in connection with a merger, sale of assets, or financing without consent provided notice is given.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail to the addresses set forth below (or such other address as a party may designate by notice):

15. GOVERNING LAW

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

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all schedules and exhibits hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by authorized representatives of each party. Waiver of any default or breach shall not constitute waiver of any subsequent default. This Agreement may be executed in counterparts, each of which shall be deemed an original.

18. ADDITIONAL PROVISIONS

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