Solar Purchase Agreement

SOLAR PURCHASE AGREEMENT

This Solar Purchase Agreement (Agreement) is entered into as of by and between the parties identified below.

RECITALS

WHEREAS, Seller is engaged in the business of supplying, installing and commissioning photovoltaic solar electric systems and related equipment and services; and

WHEREAS, Buyer desires to purchase and have installed at Buyer's premises a solar photovoltaic system described herein and Seller has agreed to sell and install such system in accordance with the terms and conditions of this Agreement; and

WHEREAS, the system shall be installed at the service address: and shall have an estimated capacity of as further described in the Scope of Work.

SCOPE OF WORK

Seller shall supply, install, test and commission photovoltaic modules, inverters, racking, interconnection equipment and related balance of system components (collectively, the System) at the Site. Seller will perform work in compliance with industry standards and applicable codes, and in coordination with utility interconnection requirements.

PAYMENT TERMS

Purchase Price (total, excluding taxes): $

Deposit due upon execution: $ . Balance due as follows:

Late payment shall accrue interest at on outstanding amounts, compounded monthly, or the maximum permitted by law, whichever is less.

All amounts are exclusive of applicable sales, use, transfer or similar taxes, which shall be paid by Buyer unless a valid exemption applies.

TERM AND TERMINATION

Term Commencement Date: . Anticipated Completion Date:

This Agreement may be terminated by either party for material breach if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days prior written notice, subject to payment for work performed and commitments made prior to the effective date of termination.

CONFIDENTIALITY

Each party will keep confidential and will not disclose to third parties Confidential Information disclosed by the other party, except as required by law or as necessary to perform this Agreement. "Confidential Information" includes technical, financial and pricing information, system design and performance data, and other non-public business information.

The obligations of confidentiality shall survive termination for a period of years from the date of disclosure.

WARRANTIES; ACCEPTANCE

Seller warrants that the equipment shall be free from defects in materials and workmanship for a period of years from the date of commissioning, and that Seller will perform installation in a professional and workmanlike manner consistent with industry standards.

Buyer shall have days following initial commissioning to perform acceptance tests. If Buyer does not provide written notice of rejection specifying non-conformities within such period, the System will be deemed accepted.

PERMITS, INSPECTIONS AND INTERCONNECTION

Seller shall apply for and obtain all permits and approvals required for the installation and interconnection of the System, unless otherwise agreed in writing. Buyer shall cooperate and provide access and any required documentation. Costs for permits and inspections are as set forth in the payment schedule.

TITLE; RISK OF LOSS; LIENS

Title to equipment transfers to Buyer upon Seller's receipt of full payment for such equipment. Risk of loss for equipment not yet installed remains with Seller until delivery to the Site and installation is complete. Seller shall keep the Site free of liens arising from Seller's performance; Seller shall promptly discharge any lien resulting from Seller's acts.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's negligence or willful misconduct in the performance of this Agreement. Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental or consequential damages.

NOTICES

Notices under this Agreement shall be given in writing to the addresses set forth below and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three business days after deposit in the mail, postage prepaid.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. This Agreement, together with any exhibits and schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment or modification will be effective unless in writing signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Seller may assign to an affiliate or to a financing party so long as Buyer is notified and such assignment does not materially alter Buyer's rights under this Agreement.

Force Majeure: Neither party will be liable for delays caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, pandemics, shortages of materials, or governmental actions, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

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