Solar Project Agreement

SOLAR PROJECT AGREEMENT

This Solar Project Agreement ("Agreement") is entered into between Client Name: and Contractor Name: as of Effective Date: .

RECITALS

WHEREAS, Client owns or controls the property located at: (the "Property"); and

WHEREAS, Contractor is engaged in the business of designing, supplying, installing and commissioning photovoltaic solar energy systems and represents that it has the required licenses, experience and insurance to perform the Work described herein; and

WHEREAS, Client desires to retain Contractor to perform the solar project described in this Agreement and Contractor agrees to perform such Work under the terms and conditions set forth below.

1. SCOPE OF WORK

Contractor shall provide all labor, materials, equipment, supervision and permits necessary to design, procure, install, test and commission a photovoltaic solar energy system at the Property (the "System"). Specific obligations include system design, equipment procurement, structural and electrical installation, interconnection coordination, testing and commissioning, and final inspection acceptance by Client and applicable authorities.

2. PAYMENT TERMS

Total Contract Price: $ . Payment shall be made in accordance with the schedule set forth below.

Initial Deposit (due upon execution): $ . Final payment due upon completion and acceptance: Due Date: .

Late Payment: Any undisputed past-due amounts shall accrue interest at the rate of % per month (or the maximum lawful rate if less) and Client shall also be responsible for reasonable collection costs, including attorneys' fees.

3. TERM AND TERMINATION

Term Commencement Date: . Anticipated Completion / End Date: .

Either party may terminate this Agreement for cause upon material breach by the other party if such breach remains uncured for a period of after written notice. Contractor may suspend performance for nonpayment after providing five (5) business days' written notice.

4. PERMITS, INSPECTIONS AND COMPLIANCE

Contractor shall obtain and pay for all permits, licenses and inspections required for the lawful installation and interconnection of the System unless otherwise agreed in writing. Client shall cooperate and provide reasonable access to the Property. Contractor warrants that the Work will be performed in compliance with applicable laws, codes and utility interconnection requirements.

5. CHANGE ORDERS

Any changes to the Scope of Work, material substitutions, or schedule adjustments shall be effectuated only by written change order signed by both parties, which shall set forth any adjustments to price and schedule. No oral modifications shall be binding.

6. CONFIDENTIALITY

Each party shall hold in confidence and not disclose to third parties any non-public technical, financial or business information of the other party relating to the System, the design, pricing, or performance data ("Confidential Information"), except to the extent necessary for performance or as required by law. Confidential Information does not include information that is publicly available without breach or independently developed.

7. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Contractor represents that it will perform the Work in a professional manner and that the System will be free from defects in workmanship for a period of from the date of acceptance. Manufacturer warranties for equipment are assigned to Client to the extent transferable. EXCEPT AS EXPRESSLY PROVIDED, CONTRACTOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

LIMITATION OF LIABILITY: EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. CONTRACTOR'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, employees and agents from and against any third-party claims, liabilities, losses and expenses arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by the indemnified party's negligence or willful misconduct.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by written notice.

10. 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.

11. ENTIRE AGREEMENT

This Agreement, including all exhibits and executed change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. Any modification must be in writing and signed by both parties.

12. MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to a successor entity in connection with an asset sale. Severability: If any provision is held invalid, the remainder shall remain in effect. Waiver: A waiver of breach is not a waiver of subsequent breaches.

Execution: This Agreement may be executed in counterparts, each of which shall be deemed an original, and delivery by electronic transmission of a signed counterpart shall have the same force and effect as delivery of an original signed counterpart.

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