Windfarms Services Contract

WINDFARMS SERVICES CONTRACT

This Windfarms Services Contract (the "Contract") is made and entered into as of , by and between Owner Name: , Owner Address: (\"Owner\"), and Service Provider Name: , Service Provider Address: (\"Provider\"). Owner and Provider are each a "Party" and together the "Parties."

Recitals

WHEREAS, Owner owns and operates wind energy generation assets located at the sites described in Schedule A and requires operation, maintenance and related services for those assets (the "Windfarms");

WHEREAS, Provider represents that it has the technical personnel, experience, equipment and insurance to perform services on wind turbine generators, balance-of-plant equipment and associated electrical systems; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Provider will perform services for Owner.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Definitions

Capitalized terms used in this Contract shall have the meanings set forth in this Section or elsewhere in the Contract. "Services" means the preventive, corrective, emergency, inspection and other services described in Section 2. "Site" means any location at which Provider performs Services on behalf of Owner. "Deliverables" means reports, records, certificates and other written outputs produced by Provider in connection with Services.

2. Scope of Services

Provider shall perform the Services described in the attached Scope of Work. The Parties agree that the primary Services shall include routine maintenance, scheduled inspections, corrective repairs, emergency response, and reporting for turbines and ancillary equipment at the sites listed in Schedule A. A concise summary of the Services is set forth below and the detailed specification shall govern in case of any conflict.

3. Term and Termination

The initial term of this Contract shall commence on , and shall continue until , unless earlier terminated in accordance with this Section. Either Party may terminate for material breach if the breach is not cured within thirty (30) days after written notice. Either Party may terminate for insolvency, bankruptcy, or cessation of operations upon written notice.

4. Fees, Invoicing and Payment

Owner shall pay Provider the fees set forth in the Fee Schedule. Unless otherwise agreed in writing, Provider shall invoice monthly in arrears and Owner shall pay undisputed amounts within days of receipt of a proper invoice. Invoices shall identify the Site, work performed, hours, parts and rates.

5. Change Orders

Any change in the scope or price shall be effective only by a written change order signed by Owner's authorized representative and Provider's authorized representative. Provider shall not commence work on change orders until a change order is executed. Describe change order approval representatives below.

6. Performance Standards; KPIs

Provider shall perform Services in a diligent, professional and workmanlike manner consistent with industry standards for utility-scale wind operations. Provider shall meet the key performance indicators (KPIs) set forth in Schedule B. Failure to meet KPIs may result in liquidated damages as set forth in Schedule B, provided such liquidated damages are the Parties' exclusive remedy for such KPI failures.

7. Health, Safety and Environmental Compliance

Provider shall comply with all applicable health, safety and environmental laws, regulations and Owner site-specific safety rules. Provider shall maintain a written Health, Safety & Environment plan and make it available to Owner upon request.

8. Insurance

Provider shall maintain, at its sole cost, commercial general liability, automobile liability, workers' compensation and employer's liability, and professional liability insurance with limits no less than those set forth below. Provider shall provide certificates of insurance evidencing such coverage prior to commencing Services and within ten (10) days of request.

9. Indemnification

Provider shall indemnify, defend and hold harmless Owner, its officers, directors and agents from and against any and all claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Provider's performance of the Services, negligent acts or omissions, willful misconduct, or breach of this Contract, except to the extent such claims arise from Owner's gross negligence or willful misconduct.

10. Confidentiality

Each Party shall maintain in confidence all Confidential Information received from the other Party and shall not disclose the same to third parties except to its employees, contractors and advisors who have a need to know and are bound by obligations of confidentiality no less restrictive than those contained herein. Confidential Information shall not include information that is public knowledge or was rightfully in the receiving Party's possession prior to disclosure.

11. Intellectual Property

Ownership of any pre-existing intellectual property remains with the original owner. All Deliverables produced specifically for Owner by Provider under this Contract shall be the property of Owner upon full payment, except for Provider's tooling, software and confidential methodologies, which remain Provider's property. The Parties shall grant each other a perpetual, non-exclusive license to use any necessary intellectual property solely to exercise rights under this Contract.

12. Subcontracting

Provider may subcontract portions of the Services provided that Provider remains fully responsible for performance and compliance with this Contract. Provider shall ensure all subcontractors carry insurance and adhere to the same safety requirements imposed on Provider.

13. Warranties

Provider warrants that Services shall be performed in a professional and workmanlike manner in accordance with industry standards for a period of ninety (90) days following completion of the applicable Services. Provider's sole obligation under this warranty is to re-perform nonconforming work at Provider's expense. EXCEPT AS EXPRESSLY PROVIDED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

14. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR PROVIDER'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING UNDER THIS CONTRACT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY OWNER TO PROVIDER FOR THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

15. Force Majeure

Neither Party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, severe weather, strikes, riots, governmental actions, or supply chain interruptions; provided that the affected Party gives prompt written notice and uses commercially reasonable efforts to mitigate the impact.

16. Notices

All notices required or permitted under this Contract shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth below or to such other address as a Party may designate by written notice.

17. Governing Law

This Contract shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts of that state for disputes arising under this Contract.

18. Entire Agreement; Amendments; Waiver; Severability; Counterparts

This Contract, including all schedules and attachments, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements. This Contract may be amended only by a written instrument signed by both Parties. No failure or delay in exercising any right shall operate as a waiver. If any provision is held invalid, the remaining provisions shall remain in full force. This Contract may be executed in counterparts, each of which shall be deemed an original.

19. Additional Provisions

The Parties may include site-specific requirements, performance bonds, or other conditions in appended schedules. Any such schedule expressly incorporated by reference forms part of this Contract.

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