Solar Energy Agreement

SOLAR ENERGY AGREEMENT

Parties

Recitals

WHEREAS, Provider is engaged in the business of designing, supplying, installing and commissioning photovoltaic solar energy systems and related equipment and services;

WHEREAS, Client desires to procure from Provider a solar photovoltaic system for the property located at (the "Site"), and Provider agrees to perform such services under the terms set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to design, installation, commissioning, payment and ongoing performance of the solar energy system.

Scope of Work

Provider shall furnish all labor, materials, equipment, supervision, permits, inspections and testing necessary to design, procure, install and commission a photovoltaic solar energy system at the Site in accordance with the specifications set forth below and in accordance with applicable codes, utility requirements and good industry practice.

System Specifications

System nameplate capacity: . Manufacturer and model of major equipment: . Estimated annual production: .

Payment Terms

Total contract price: $ (the "Contract Price"). Client shall pay Provider in accordance with the following schedule:

Late payment: Any undisputed amount not paid within days after the due date shall accrue interest at % per month (or the maximum permitted by law), and Provider may suspend work after providing days written notice.

Term and Termination

Commencement date: . Estimated completion date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon days written notice. Termination shall be without prejudice to any accrued rights or obligations.

Confidentiality

Each party shall keep confidential and not disclose to any third party any non-public technical, financial or business information disclosed by the other party in connection with this Agreement ("Confidential Information"), except to the extent required by law, court order, or necessary to perform the obligations hereunder. Confidential Information shall not include information that is or becomes publicly available through no breach of this Agreement or independently developed without reference to the disclosing party's Confidential Information. The obligations of confidentiality survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they retain trade secret status.

Permits, Approvals and Access

Provider shall obtain, at Provider's expense, all standard permits and inspections required for installation and interconnection, unless otherwise agreed in writing. Client shall provide access to the Site, including roof or ground area, and shall be responsible for any structural upgrades or conditions not readily visible at the time of contract that are required for safe installation; such upgrades shall be documented and priced as change orders.

Warranties, Maintenance and Performance

Provider warrants that equipment will be new and that installation will be performed in a workmanlike manner consistent with industry standards. Manufacturer warranties for modules, inverters and other equipment shall pass through to Client to the extent assignable. Provider's workmanship warranty: . Optional maintenance and monitoring services: .

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses or damages arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement. Provider's aggregate liability for claims arising out of or relating to this Agreement shall be limited to the Contract Price, except for liability arising from gross negligence, willful misconduct or indemnification obligations to third parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other addresses as may be designated by notice). Notices shall be deemed given when delivered by hand, three days after deposit in first-class mail, or upon confirmation of delivery by reputable overnight courier.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes not resolved by negotiation or mediation.

Entire Agreement

This Agreement, including any exhibits, attachments and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign this Agreement to an affiliate or lender for financing purposes.

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