Solar Program Agreement

Solar Program Agreement

This Solar Program Agreement (the "Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Provider develops, installs, operates and maintains photovoltaic solar energy systems and associated equipment (the "System") for third‑party participants; and

WHEREAS, Participant desires to enroll the identified premises located at (the "Site") in Provider's Solar Program subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend that the System installation, operation and compensation be governed by this Agreement.

Scope of Work

Provider agrees to design, procure, install, interconnect, commission and maintain the System at the Site in accordance with industry standards and applicable law. The System shall include any specified equipment, metering and monitoring required for operation and performance verification.

Provider shall obtain any required permits and approvals, coordinate interconnection with the local utility, and perform commissioning tests. Routine operation and preventive maintenance are included for the Term unless otherwise stated.

Payment Terms

Participant shall pay Provider the Total Program Fee: in accordance with the schedule set forth below.

All undisputed amounts are due within days of invoice. Late payments shall accrue a late fee of on the outstanding balance compounded monthly or the maximum permitted by law, whichever is less. Participant is responsible for taxes and fees imposed on payments, except for taxes on Provider's net income.

Term and Termination

The initial term of this Agreement shall commence on the Commencement Date: and continue until the Termination Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon providing written notice no less than days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice, or immediately for breaches that are incapable of cure.

Upon termination, Participant shall pay Provider all amounts due for services performed and unrecoverable costs reasonably incurred. Provider shall remove or transfer ownership of the System at Provider's discretion consistent with the parties' written election at least thirty (30) days prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all nonpublic technical, commercial and financial information disclosed by the other party (the "Disclosing Party") and shall not use such information except to perform its obligations under this Agreement. Confidential information does not include information that (a) is or becomes publicly available other than by breach of this Agreement, (b) was rightfully in the Receiving Party's possession prior to receipt, (c) is rightfully received from a third party without restriction, or (d) is independently developed by personnel without access to the Confidential Information.

Upon written request or upon termination, the Receiving Party shall return or destroy Confidential Information and certify such destruction, except to the extent retention is required by law, audit or compliance obligations, in which case the Receiving Party shall continue to protect the information as confidential.

Limitation of Liability and Indemnification

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BODILY INJURY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTICIPANT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Participant shall indemnify and hold harmless Provider from third‑party claims arising from Participant's negligence or breach of this Agreement, and Provider shall indemnify Participant from third‑party claims arising from Provider's negligence in the design, installation or operation of the System.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to updated addresses provided in writing. Notices are effective upon personal delivery, certified mail return receipt requested, or upon confirmed electronic delivery if agreed in writing by the parties.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Venue for disputes shall lie exclusively in the state or federal courts located within that state.

Entire Agreement; Amendments

This Agreement, together with any exhibits, schedules and accepted purchase orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to its affiliates or to a successor in interest in connection with a sale of substantially all of Provider's assets or business relating to the System.

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