Renewable Energy Processing Agreement

RENEWABLE ENERGY PROCESSING AGREEMENT

This Renewable Energy Processing Agreement (the "Agreement") is entered into as of the Effective Date set forth below by and between the parties identified herein.

Parties

WHEREAS

WHEREAS, Processor has facilities, equipment and expertise to perform processing, testing, conditioning and related services for renewable energy materials and commodities (including, without limitation, biomass, biogas feedstock, spent catalytic materials, photovoltaic feedstock and related intermediate products) (collectively, "Materials");

WHEREAS, Client wishes to retain Processor to receive and process Client's Materials in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for Processor to perform such services on a non-exclusive basis subject to the scope, schedule and payment provisions set forth below.

Definitions

For purposes of this Agreement, "Processed Product" means the materials resulting from Processor's operations as described in the Scope of Work, and "Confidential Information" has the meaning set forth in the Confidentiality section below.

Scope of Work

Processor shall perform processing services for Client's Materials including receipt, inspection, sorting, testing, conditioning, processing, packaging and preparation for delivery of Processed Product in accordance with agreed specifications and industry practice.

Payment Terms

Client shall pay Processor the fees for processing services as set forth below. All fees are exclusive of taxes for which Client is responsible unless otherwise agreed in writing. Invoices shall be issued in accordance with the schedule below and are due within the Payment Period.

Payment Period: Client shall pay invoices within days of receipt of a properly documented invoice.

Late Fee: Unpaid amounts shall accrue interest at the rate of or the maximum rate permitted by applicable law, whichever is lower, plus all collection costs and reasonable attorneys' fees.

Taxes and Withholding: Client shall be responsible for all sales, use, excise or other taxes (excluding taxes based on Processor's net income) and for any required withholding, unless Client provides appropriate exemption documentation.

Term and Termination

Term: This Agreement shall commence on the Effective Date and continue until the End Date or until terminated earlier in accordance with this Section.

Effective Date: . Term End Date: .

Termination for Convenience: Either party may terminate this Agreement without cause upon days prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of notice.

Effect of Termination: Upon termination, Client shall pay Processor for all services performed and Materials processed up to the effective date of termination, and the parties shall return or destroy Confidential Information as provided herein.

Confidentiality

Each party agrees to hold in confidence and not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations under this Agreement. Confidential Information does not include information that (a) is or becomes publicly known other than through a breach of this Agreement; (b) is lawfully received from a third party without restriction; or (c) is independently developed without use of the other party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of unless a longer period is required by applicable law.

Intellectual Property and Ownership

Except as expressly provided herein, each party retains all right, title and interest in and to its pre-existing intellectual property. Client retains title to Materials it supplies to Processor. Processor shall retain title to any equipment, tooling or process improvements developed solely by Processor; however, Processed Product delivered to Client shall be transferred in accordance with the delivery terms set forth in this Agreement.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold the other harmless from third-party claims arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EXCEPT TO THE EXTENT ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. A party's AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROCESSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, strikes, labor disputes, acts of government, lack of transportation or inability to obtain materials. The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party may designate by notice in accordance with this provision. Notices shall be effective upon receipt.

Compliance with Laws; Environmental Requirements

Each party shall comply with all applicable laws, regulations and permits in the performance of its obligations under this Agreement, including those related to environmental protection, hazardous materials handling and health and safety. Client represents that Materials provided do not contain prohibited substances beyond agreed tolerances. Processor shall notify Client promptly if Materials received pose an unexpected environmental or safety risk.

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.

Entire Agreement

This Agreement, including any exhibits and written statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendments must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets. Subcontracting: Processor may subcontract portions of the services provided that Processor remains responsible for performance under this Agreement.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

Acknowledgment

The parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to consult counsel, and that the persons signing below are authorized to sign on behalf of their respective parties.

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