1. Definitions

All capitalized terms used herein have the meanings set forth in this Section and throughout this Agreement.

2. Services Provided

Pure Energy Stream (“Provider”) will deliver energy management solutions, equipment, consulting, assessments, installation, implementation, and related services as specified in mutually agreed documents.

3. Client Responsibilities

Clients must provide necessary access, accurate information, site approvals, and timely cooperation. Client must maintain all required certifications, licenses, and permits for facility operations and equipment use.

4. Compensation and Payment

Fees, taxes, and payment terms are detailed in the applicable proposal. Payment is due in full prior to equipment delivery or initiation of services. Client bears responsibility for all applicable taxes and will gross-up payments so that Provider receives net proceeds as outlined per agreement. Additional services outside the initial scope require written approval and may incur additional charges.

5. Confidentiality

All proprietary, business, technical, and trade secret information disclosed by Pure Energy Stream or generated during this relationship must remain strictly confidential and not disclosed by Client to third parties, except as required by law or written agreement. Confidentiality survives termination of this Agreement.

6. Intellectual Property

All intellectual property rights, technology, marks, data, software, and inventions remain the property of Pure Energy Stream or its licensors. Client receives only limited usage rights as specified and must not reverse-engineer, copy, or infringe Provider IP. All improvements and feedback related to Provider offerings inure to Provider.

7. Service Scope and Equipment

Provider warrants services will be performed to professional standards and in accordance with agreed specifications. Equipment is warranted only as specifically described in the certificate of warranty; limitations apply as provided therein. Title and risk of loss transfer upon delivery. Equipment must be installed by a licensed electrician as specified.

8. Warranty and Limitations

Except as explicitly stated in the warranty certificate, Pure Energy Stream makes no further guarantees, including regarding merchantability, fitness for particular purpose, or technological value. Provider's liability, if any, will not exceed the total fees received for the engagement. Client assumes all risk related to use and outcomes of equipment and services, including commercial effectiveness, except for gross negligence or intentional misconduct.

9. Indemnification

Client agrees to indemnify and hold harmless Pure Energy Stream, its affiliates, suppliers, contractors, and representatives from claims, damages, or liabilities arising from Client’s use or misuse of equipment or services, breach of agreement, or non-compliance with law.

10. Compliance with Laws

Both parties must comply with applicable local, state, federal, and export control laws. Client is solely responsible for compliance with all operational permits, environmental regulations, and the Foreign Corrupt Practices Act. Anti-boycott compliance and export restrictions must be observed.

11. Force Majeure

Provider is not liable for delays or failures due to events outside reasonable control, including natural disasters, strikes, embargoes, regulatory actions, or emergencies. If such events persist for over six months, Provider may terminate with payment due for work performed to date.

12. Termination

Either party may terminate for breach with written notice; opportunity to cure shall be provided where applicable. Upon termination, fees for completed work remain payable; confidential materials must be returned or destroyed.

13. Limitation of Liability

Provider’s aggregate liability for any claim related to services, equipment, or contract will not exceed the total amount paid for such services or equipment. Provider assumes no responsibility for indirect, consequential, or incidental damages.

14. Dispute Resolution

Disputes shall be resolved via good-faith negotiation between senior representatives; failing resolution in thirty days, disputes proceed to binding arbitration in Delaware according to DPR rules. Claims related to intellectual property or irreparable harm may be brought directly to Delaware courts.

15. Miscellaneous

• Amendments require written and signed consent of both parties.

• Assignments are restricted and subject to Provider approval.

• Waivers or severances of provisions do not affect remaining terms.

• English language governs; all communications and proceedings must be in English.

• No agency, partnership, or fiduciary relationship is created. Provider is an independent contractor.

• No public releases or announcements without written consent.

16. Entire Agreement

This document and all referenced exhibits constitute the complete and exclusive contractual relationship between Pure Energy Stream and the client, superseding prior verbal or written agreements, statements, or understandings.

17. Survival

Sections regarding confidentiality, indemnification, limitations, dispute resolution, and compliance remain in effect after termination or completion.

18. Annual Energy Bill Submission

The Client agrees to provide Pure Energy Stream with copies of the facility’s last twelve (12) months of energy bills on an annual basis, within thirty (30) days of request. For each utility bill provided, the Client shall receive compensation at a rate of $10 per valid copy received, to be paid or credited within thirty (30) days of bill submission acceptance by Pure Energy Stream. This documentation is used solely for performance monitoring, reporting, and optimization purposes as outlined by the engagement