Sustainable Energy Agreement

SUSTAINABLE ENERGY AGREEMENT

RECITALS

WHEREAS Provider Name: is duly organized and authorized to design, install and maintain renewable energy systems and related services; and

WHEREAS Client Name: desires to engage Provider to deliver sustainable energy equipment, installation and ongoing services pursuant to the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the services and supply the equipment described below. Services shall include design, procurement, installation, testing, commissioning and initial training as applicable. Deliverables, milestones, performance targets and acceptance criteria are detailed below.

PAYMENT TERMS

Client shall pay Provider the fees and expenses set forth below in consideration for the performance of the Scope of Work. All payments are due in United States Dollars unless otherwise agreed in writing.

Late payment shall incur interest at the lesser of the rate specified below or the maximum rate permitted by applicable law. Provider may suspend performance for invoices overdue beyond the cure period specified.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Notice Period: days after receipt of written notice. Provider may also terminate immediately for nonpayment in accordance with the Payment Terms.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated 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 does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known by the Receiving Party without restriction prior to disclosure; or (c) is rightfully obtained by the Receiving Party from a third party without breach of an obligation to the Disclosing Party.

The Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination of this Agreement for Confidentiality Duration (years): years.

INTELLECTUAL PROPERTY AND DATA

Unless explicitly assigned in writing, Provider retains ownership of pre-existing intellectual property and of tools, designs, plans and methodologies used in performing the Scope of Work. Client shall own all on-site data generated by installed systems; Provider is granted a non-exclusive, royalty-free license to use such operational data for system monitoring, maintenance and performance improvement, subject to the confidentiality provisions above.

COMPLIANCE, WARRANTIES AND LIABILITY

Provider warrants that the equipment supplied shall be new (unless otherwise specified) and will materially conform to applicable specifications for a period of Warranty Period (months): months from commissioning. EXCEPT AS SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Neither party shall be liable for consequential, incidental, punitive or special damages arising out of this Agreement. Provider’s aggregate liability for claims arising from or related to this Agreement shall not exceed Total Contract Price paid by Client to Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, or by email (provided that delivery by email shall be supplemented by physical delivery when reasonably requested).

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture, employment relationship or agency.

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