Solar Energy Proposal

SOLAR ENERGY PROPOSAL

This Solar Energy Proposal (the "Proposal") is made between the parties identified below for the design, supply and installation of a photovoltaic energy system pursuant to the terms set forth herein.

Parties and Proposal Details

Proposal Date:    Proposal No.:

WHEREAS

WHEREAS, Provider is engaged in the business of designing, supplying and installing photovoltaic (PV) systems and related electrical equipment and services; and

WHEREAS, Client desires to retain Provider to furnish a PV system and related work at the project location described below upon the terms set forth in this Proposal; and

WHEREAS, Provider has inspected or will inspect the proposed site and has prepared this Proposal describing scope, price, schedule and contractual terms.

Project Location and System Summary

Proposed System Size:    Estimated Annual Production:

Equipment Included: Solar panels Inverter(s) Mounting & racking Electrical wiring & interconnection

Scope of Work

Provider will furnish labor, materials, equipment and permits required to complete the work described below in a professional and workmanlike manner in accordance with industry standards. The scope set forth below is the primary scope; any deviations shall be handled as change orders pursuant to this Proposal.

Payment Terms

Total Contract Price: $

Deposit: (or % of total)

Late Payment: Payments not received within days after due date shall incur interest at % per month, compounded monthly, or the maximum lawful rate if lower.

Term, Completion and Termination

Commencement Date:    Anticipated Substantial Completion Date:

Either party may terminate this Proposal for cause upon written notice if the other party materially breaches and fails to cure within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice, subject to payment for work performed and costs incurred to the date of termination.

Change Orders

Changes or additions to the Scope of Work shall be made only by written change order signed by both parties. Change orders shall specify adjustments to price and schedule. Provider is not responsible for delays caused by Client-directed changes until a change order is executed.

Permits, Interconnection and Approvals

Provider shall assist in preparing and submitting permit and interconnection applications. Client is responsible for fees and costs associated with permits and utility interconnection unless otherwise stated in the payment schedule. Provider's obligations under this Proposal are contingent upon timely issuance of required permits and utility approvals.

Confidentiality

Each party shall maintain in confidence all non-public information and documentation received from the other party in connection with this Proposal ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available other than by breach of this Proposal, or that is independently developed. Confidential Information shall be used only for the performance and administration of this Proposal and shall be returned or destroyed upon written request.

Warranties and Limitation of Liability

Provider warrants that work will be performed in a professional manner consistent with industry standards and in compliance with applicable codes and regulations. Manufacturer warranties for equipment shall be passed to Client to the extent transferable. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS PROPOSAL SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO PROVIDER UNDER THIS PROPOSAL. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES.

Governing Law and Dispute Resolution

This Proposal shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree to first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in accordance with the arbitration rules mutually agreed by the parties, unless otherwise prohibited by law.

Insurance and Indemnity

Provider shall maintain commercial general liability and workers' compensation insurance in amounts customary for similar solar installation projects. Provider shall indemnify and hold harmless Client from liabilities, losses and expenses arising out of Provider's negligence or willful misconduct in the performance of the work, except to the extent caused by Client's negligence or breach.

Entire Agreement

This Proposal, together with any exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, understandings and agreements, whether written or oral. No modification of this Proposal shall be binding unless in writing and signed by both parties.

Acceptance

By signing below, the parties indicate their acceptance of this Proposal and agree to be bound by its terms. Provider will proceed with scheduling work upon receipt of the required deposit and executed acceptance.

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