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Contract Agreement: This contract is made and entered into as of the date of your purchase between you (the Client), located at the address on your order form and Energy and Environmental Economics, Inc., a consulting corporation whose principal office is located at 44 Montgomery Street, Suite 1500, San Francisco, CA 94104 (the Consultant). In consideration of the mutual agreements herein contained, it is agreed as follows: Services and Limitation on Authority: CONSULTANT agrees to perform the services described in each Schedule, or any attachments thereto, entered into and executed by the parties from time to time (hereinafter, collectively referred to as the “Services”). Each Schedule, which shall be incorporated herein, shall contain at minimum the following information: date of this Contract, date of Schedule, specific project location, description of Services to be performed, date when Services are to be performed or delivered, and amount of compensation payable to CONSULTANT for the Services. CONSULTANT will determine the method, details, and means of performing the Services. Each Schedule is hereby incorporated herein as if fully set forth herein. Notwithstanding the foregoing, if any terms or conditions in the Schedule are inconsistent or in conflict with the Contract, this Contract shall control. CONSULTANT shall have no right, power or authority to control or direct the performance or activities of any officer, employee or agent of CLIENT, or to enter into any contract, agreement or arrangement or incur any obligation or liability on behalf of or for the account of CLIENT. Term and Termination: Upon CLIENT’s completion of the purchase of CONSULTANT’s report, this Contract shall be terminated. CONSULTANT’s compensation shall be non-refundable and non-reimbursable. CONSULTANT’s report, once downloaded or received by any other means by the CLIENT, shall be non-returnable and non-exchangeable. In no event shall the CONSULTANT be required to refund any portion of the compensation to the CLIENT once the CLIENT has received the report. Professional Standards: CONSULTANT assumes complete professional and technical responsibility for performance of all Services in accordance with recognized prudent professional standards applicable in the industry of CONSULTANT, and in accordance with all applicable laws, regulations, standards and codes. Independent Contractor: CONSULTANT enters into this Contract as an independent contractor. Under no circumstances shall CONSULTANT look to CLIENT as its employer, nor as a partner, agent or principal. CONSULTANT shall not be entitled to any benefits accorded to CLIENT’s employees, including, without limitation, worker’s compensation, disability insurance, and vacation or sick pay. Confidentiality: “Confidential Information” shall mean all business, technical and financial information disclosed by each party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the Services, including without limitation information relating to products, services, systems, patents, patent applications, software, designs, prototypes, models, drawings, methods, processes, specifications, user interfaces, data, algorithms, plans, analysis, marketing, distribution, sales, costs, pricing, customers, suppliers, investors, finances, business opportunities, personnel, research and development, know-how, proprietary data, trade secrets, and any other information of a confidential or proprietary nature that derives actual or potential economic value from not being generally known to the public, to competitors or to other persons who may obtain economic value from its disclosure or use, whether such information is in written, electronic or oral form, and which is transmitted in writing and clearly marked “Proprietary” or “Confidential” or which, if disclosed orally, is reduced to writing by the Disclosing Party and clearly marked “Proprietary” or “Confidential”, and is transmitted to the Receiving Party within fifteen (15) days of oral disclosure. Confidential Information shall also include information derived directly from Confidential Information. Confidential Information does not include information which (i) is or becomes part of the public domain other than as a result of disclosure by Receiving Party (ii) becomes available to Receiving Party on a non-confidential basis from a source other than Disclosing Party; provided that such source is not bound with respect to that information by a confidentiality agreement with Disclosing Party or is otherwise prohibited from transmitting that information by a contractual, legal or other obligation, or (iii) can be proven by Receiving Party to have been in Receiving Party’s possession prior to disclosure by Disclosing Party. Receiving Party will not disclose Confidential Information except to its employees and consultants who have a need to know in connection with performing the Services and have executed written confidentiality agreements providing protection no less strict than the protection provided under the terms of this clause. In no event will Receiving Party disclose Confidential Information, or allow Confidential Information to be disclosed, to any third party, or use Confidential Information other than in performing the Services, except with Disclosing Party’s prior written consent. All Confidential Information shall be and remain the exclusive property of Disclosing Party. No right, license or warranty, express or implied, is granted to Receiving Party with respect to any Confidential Information. If Receiving Party is required to disclose such Confidential Information to any court, tribunal, administrative agency or other governmental body in the United States, or elsewhere, Receiving Party shall provide Disclosing Party with the earliest written notice practicably possible of such request or requirement so that Disclosing Party may either, at its sole cost and expense, seek a protective order or waive compliance with the provisions of this Agreement, and Receiving Party shall reasonably cooperate with Disclosing Party in protecting such confidential or proprietary nature of the Confidential Information which must so be disclosed. Upon the issuance or denial of a protective order, the receipt of a waiver hereunder or the failure of Disclosing Party to seek a protective order or provide a waiver within a reasonable period of time, Receiving Party may disclose such Confidential Information as so required without breaching the confidentiality obligations imposed hereby and without liability to Disclosing Party, and such disclosure shall be in accordance, if applicable, with such protective order or waiver. The obligations regarding confidentiality, non-use and non-disclosure set forth herein shall survive for a period of three (3) years from the date of this agreement. Indemnity and Limitation of Liability: CONSULTANT shall indemnify and hold harmless CLIENT affiliates, and all of its employees, officers, directors, and shareholders, (collectively “Indemnitees”) from and against any and all losses, damages, expenses, obligations, and judgments, including attorneys’ fees, arising out of or in connection with the performance of the Services of this Contract to the extent caused by the negligent acts and omissions by CONSULTANT with respect to the Services under this Agreement. Indemnification shall be limited to the cost of Services and shall be limited to the period one years following completion of Services. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TERMINATION HEREOF. Assignment and Subcontracting: CONSULTANT shall not have the right to assign this Contract or subcontract any of the Services without the prior written consent from CLIENT. CLIENT may assign its rights and obligations hereunder to an affiliate, its parent company or another entity involved in the subject matter of the Services or in connection with any merger, acquisition or similar event. CLIENT shall provide Consultant written notice of any such assignment within 30 days of its occurrence. Any assignment not authorized pursuant to this paragraph shall be void and unenforceable. Ownership of Created Materials: CONSULTANT grants CLIENT a non-exclusive, royalty free, non-transferable license to use, access, modify, display, and distribute each Deliverable. CONSULTANT retains ownership of and all proprietary rights in models, whether created before or during the Services, used to develop each Deliverable, including models used to develop data contained in each Deliverable. CLIENT has rights to unlimited internal use of work products. Public use or disclosure of materials shall be subject to approval by CONSULTANT. In no event should work products be used in investor-related materials (SEC filings, prospectus, investor reports) without prior written permission from CONSULTANT. In no event should work products be sold to any parties. Jurisdiction and Compliance with Law: This Contract and any and all Schedules, and any attachments thereto, that are subject to the terms of this Contract shall be governed by and be construed in accordance with the laws of the state where the work was performed with respect to the particular Schedule in dispute without regard to its conflict of laws principles. In the event a dispute arises under this Contract and not any specific Schedule, or if a dispute arises with respect to multiple Schedules for work in different states, then the Contract and, if applicable, the Schedules, shall be governed by and be construed in accordance with the laws of the State of California without regard to its conflict of laws principles. Each party hereby irrevocably agrees that any legal action or proceeding with respect to this Contract and, if applicable, any Schedule, shall be brought in the federal or state Courts of the State of California. By execution of this Contract, each party irrevocably submits to each such jurisdiction as provided above and hereby irrevocably waives any and all objections which it may have as to venue in any of the above applicable Courts. Publication: All media releases or public announcements by either party relating to this Contract or the subject matter hereof, including promotional or marketing material, but excluding announcements intended solely for internal distribution or to meet legal or regulatory requirements, shall be coordinated with and approved by the other party prior to release. In addition, the parties shall refrain from removing, overprinting or defacing any notices of copyright, trademark, logo, photographs or other proprietary identifications or notices of confidentiality, or otherwise claim any affiliation with the party in any publication or public forum without obtaining prior written approval from the other party. However, nothing in this paragraph shall prevent CLIENT or CONSULTANT from disclosing the existence of a contractual relationship between the parties for promotional, marketing or investor relations purposes. No License: This Agreement conveys no license or right under any present or future patent, trade secret, trademark, proprietary information or other intellectual property rights owned or controlled by CLIENT to CONSULTANT. Survival: The rights and obligations of the parties which by their nature are normally intended to survive the termination or completion of a contract like this Contract shall remain in full force and effect following termination of this Contract for any reason. Entire Contract and Amendments: This Contract, together with any Schedules entered into pursuant to this Contract, contain the entire agreement between the parties hereto with respect to the subject matter hereof. No amendment to this Contract or to any Schedule shall be binding upon either party hereto, unless it is in writing and executed on behalf of each party hereto by a duly authorized representative and expressly specified as such. This Contract supersedes all previous agreements, whether written or oral, including all prior Consulting Contracts entered into between the parties relating to the subject matter hereunder. Binding Effect: This Contract shall be binding upon and inure to the benefit of the parties hereto, and to their successors and permitted assigns. Severability: If one or more of the provisions in this Contract is deemed invalid, void or unenforceable by law, then the remaining provisions will continue in full force and effect. Moreover, if any one or more of the provisions contained in this Contract shall be held to be excessively broad or partially invalid, illegal or unenforceable, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. Waiver: No waiver by CLIENT of any breach of this Contract shall be a waiver of any preceding or succeeding breach. No waiver by CLIENT of any right under this Contract shall be construed as a waiver of any other right. Notices: All notices, correspondence and other communications under this Contract shall be in writing and shall be deemed duly given when actually received. Such notices may be given personally, by first class, registered or certified mail, or by facsimile transmission. If to CLIENT: Address on your order form If to CONSULTANT: Energy and Environmental Economics, Inc. 44 Montgomery Street, Suite 1500 San Francisco, CA 94104 Attention: Kush Patel, Partner Counterparts: This Contract may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Contract. Execution and delivery of this Contract by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Contract by such party. Such facsimile copies shall constitute enforceable original documents. IN WITNESS WHEREOF, this Contract is executed effective as of the day and year first above written. By making this purchase, you are creating a digital signature of this contract.
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