Project Acquisition Document

Project Acquisition Document

This Project Acquisition Document (the Agreement) is entered into by and between the parties set forth below as of the Effective Date stated herein.

Parties

Acquirer Name:

Project Owner Name:

WHEREAS

WHEREAS, Acquirer desires to purchase and Project Owner desires to sell or transfer the rights, assets, and obligations related to the project identified below (the Project), upon the terms and conditions set forth in this Agreement.

WHEREAS, the Project includes all tangible and intangible assets, contracts, permits, intellectual property, and related goodwill specifically listed in Schedule A (Project Assets) and described herein.

WHEREAS, the parties intend for this Agreement to allocate the rights, obligations, and consideration for the acquisition and to provide mechanisms for transition and indemnity following closing.

Project Identification

Scope of Work

The Project Owner shall transfer, and the Acquirer shall accept, all rights, title and interest in the Project Assets and shall assist with the orderly transition of the Project in accordance with the scope described below. The parties agree the following scope of work will govern transition activities, deliverables, and any operational handover:

Transition responsibilities shall include but are not limited to transfer of contracts, delivery of documentation, personnel transition assistance where applicable, and cooperation on any regulatory filings required to effectuate the transfer.

Payment Terms

Invoices shall be rendered in accordance with the payment schedule. Unless otherwise stated, amounts not paid within days of invoice due date shall accrue a late fee of % per month on the outstanding balance, compounded monthly.

Term and Termination

This Agreement shall be effective as of the Effective Date and shall continue in effect until completion of the obligations set forth herein or until earlier terminated in accordance with this Section.

Effective Date: . Anticipated Completion Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Termination for convenience by either party requires prior written notice in accordance with the notice period set forth above.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public, proprietary or business information disclosed by one party to the other in connection with the Project, whether oral, written, electronic or otherwise, including financial records, technical data, trade secrets, customer lists, pricing, and contract terms.

Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or authorized in writing, and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations and Warranties

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, that execution and delivery have been duly authorized, and that the Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

The Project Owner specifically represents that it has good and marketable title to the Project Assets to be transferred, free and clear of liens and encumbrances except as expressly disclosed in writing to the Acquirer prior to closing.

Indemnification

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of any representation, warranty, covenant or obligation under this Agreement, or from acts or omissions of the Indemnifying Party in connection with the Project prior to transfer.

Assignment

Neither party may assign or transfer its rights or 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 this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Entire Agreement; Amendments

This Agreement, together with any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties to be effective.

Notices

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent as closely as possible.

Headings are for convenience only and shall not affect interpretation. No waiver of any breach shall constitute a waiver of any subsequent breach.

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