Utility Management Schedule

UTILITY MANAGEMENT SCHEDULE

Parties and Schedule Identification

Schedule Effective Date:    Schedule Reference:

Recitals (WHEREAS)

WHEREAS, Client engages Service Provider to provide utility account administration, bill review, payment coordination, conservation program oversight, and related management services for the utility accounts described in this Schedule; and

WHEREAS, Service Provider represents that it has the skill, experience and qualified personnel to perform the services set forth in this Schedule and that Client desires to retain Service Provider to perform such services subject to the terms and conditions herein; and

NOW, THEREFORE, the parties agree that this Utility Management Schedule governs the performance of utility management services for the accounts listed below and supplements the Agreement between the parties of which this Schedule is a part.

Scope of Work

Management Duties include, at a minimum: bill collection and review, dispute initiation, payment reconciliation, account setup and transfer coordination, consumption analysis, budget forecasting, and recommendations for efficiency measures. Specific performance metrics: average_invoice_review_time: ; dispute_response_time: .

Utility Accounts Schedule

List each account to be managed. Add additional schedules as necessary.

Utility Name:    Account No.:    Average Monthly: $

Utility Name:    Account No.:    Average Monthly: $

Payment Terms

Management Fee Amount: $    Fee Basis:

Late Payment Fee:    Grace Period (days):

Reimbursement of Utility Charges: Service Provider is authorized to pay routine utility charges on Client's behalf where agreed. Client will promptly reimburse Service Provider upon invoice. Reimbursement limit without prior approval: $.

Authorization to Settle Disputes: Service Provider authorized to settle billing disputes up to $ without additional written approval.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Schedule for convenience upon written notice to the other party not less than days prior to the intended termination date. Termination for material breach is effective immediately upon written notice if the breaching party fails to cure within days of receiving notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all account records, invoices, and any data reasonably necessary for Client to assume account management. Client shall pay for services performed and costs incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in 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 includes account details, billing data, pricing, operational procedures, and program negotiations.

The Receiving Party shall not disclose, use or permit use of the Disclosing Party's Confidential Information except as necessary to perform this Schedule. Obligations under this clause shall not apply to information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was lawfully in the Receiving Party's possession prior to disclosure, (c) is rightfully received from a third party without breach of confidentiality, or (d) is required to be disclosed by law or an order of a court or administrative body, provided the Receiving Party gives prompt notice to the Disclosing Party where permitted.

Confidentiality Obligations shall survive termination or expiration of this Schedule for years.

Governing Law

This Schedule shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. Venue for any dispute arising out of this Schedule shall lie exclusively in the state or federal courts located in that State.

Entire Agreement

This Schedule, together with the Agreement to which it is attached and any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, supersedes all prior and contemporaneous understandings and agreements, and may be amended only by a written instrument executed by both parties.

If any provision of this Schedule is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the original intent as closely as possible.

Additional Provisions

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