Solar Storage Agreement

Solar Storage Agreement

This Solar Storage Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Client operates or owns solar photovoltaic equipment, associated battery assets, or related energy storage components (collectively, the Equipment) and requires offsite or on-site storage, maintenance staging, and limited operational services for the Equipment; and

WHEREAS, Storage Provider represents that it has the facilities, insurance, technical capability, and personnel to store, safeguard, and perform the services set forth in this Agreement in accordance with applicable industry standards; and

WHEREAS, the parties desire to set forth the terms upon which Storage Provider will receive, store, maintain (if applicable), and release the Equipment to Client or Client's designated agents.

Scope of Work

Storage Provider shall provide secure storage and related services for the Equipment described below. Services include receipt and inspection at intake, climate control as specified, routine periodic inspection, inventory management, and controlled release to authorized recipients. Storage Provider shall not activate or operate the Equipment for energy production unless expressly agreed in writing.

Payment Terms

Client shall pay Storage Provider the fees set forth below in exchange for the storage services and any ancillary services expressly provided in writing.

All payments are due as specified on the invoice. Client shall reimburse Storage Provider for reasonable costs associated with extraordinary handling, hazardous material disposal, or remediation caused by Client's Equipment or Client's breach.

Term and Termination

Either party may terminate this Agreement upon material breach by the other party that remains uncured for the notice period specified above. Storage Provider may terminate immediately if Client fails to pay invoiced fees or if Equipment presents an imminent hazard to persons or property. Upon termination, Client shall remove stored Equipment within 30 days unless otherwise agreed; Storage Provider may impose reasonable disposal or auction remedies after notice.

Confidentiality

Each party shall maintain in confidence information disclosed by the other party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that is public through no fault of the receiving party, independently developed without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall refrain from disclosure except to employees, contractors, or advisors who need access and who are bound to confidentiality obligations no less restrictive than those herein.

Insurance; Liability; Indemnity

Storage Provider shall maintain commercial general liability insurance and property insurance covering the storage facility in amounts customary for similar storage providers and sufficient to cover reasonable replacement value of stored Equipment. Client shall maintain property insurance on the Equipment while stored and provide proof of insurance upon request. Neither party shall be liable for loss or damage to Equipment caused by an act of God, war, governmental action, or other causes beyond the party's reasonable control, except to the extent due to that party's gross negligence or willful misconduct. Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's negligence, breach of this Agreement, or unlawful acts.

Inspection, Access, and Risk of Loss

Client or Client's authorized representatives may inspect the Equipment during normal business hours upon reasonable advance notice. Risk of loss for the Equipment remains with Client except to the extent loss is caused by Storage Provider's proven gross negligence or willful misconduct. Storage Provider shall maintain records of custody, inventory, and any incidents affecting stored Equipment and shall provide such records to Client upon reasonable request.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Venue for any disputes arising under this Agreement shall lie in the courts of that jurisdiction.

Entire Agreement; Amendments

This Agreement (including any exhibits or attachments incorporated by written reference) constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as a party designates by written notice, and shall be deemed effective upon personal delivery, confirmed overnight courier, or three days after deposit in the United States mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is held 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 party, except that Storage Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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