Sales & Marketing Agreement

Please note: This example document is for reference only. The official & legal Sales & Marketing Agreement will be sent and signed by both parties. This page is not an up-to-date version of the agreement. The most up-to-date agreement will be sent to you or your sales dealer via DocuSign.

SALES DEALER AGREEMENT

This nonexclusive Sales and Marketing Agreement (“Agreement”) is effective as of ______________(Date), by and between Troy Salerno Electric Inc. dba Tennessee Solar, a company organized and existing under the laws of Tennessee, with its principal place of business located at 1860 Wilma Rudolph Boulevard #127E Clarksville, TN 37040 ("Company"), and [Dealer Name]________________________________, a company/individual organized and existing under the laws of ____, with its principal place of business located at: Address: __________________________________________________________ ("Dealer").

RECITALS

Whereas, Company desires to provide marketing and sales services for Contractor relating to the sale and installation of solar electric power generating systems (“System” or “Systems”) by Contractor to residential property owner(s) (“Client” or “Clients”); and

Whereas, Contractor is willing to engage Company’s marketing and sales services under the terms and conditions set forth in this Agreement.

TERMS AND CONDITIONS

1. SCOPE OF WORK.

Company shall provide the services and scope of work (collectively “SOW”) as set forth in Exhibit A, attached hereto and incorporated herein by reference. Company acknowledges and represents that all contracts for the sale and installation of Systems to Clients will be entered into by Contractor only, and as determined at Contractor’s sole discretion. The installation of Systems related thereto will be performed by Contractor’s employees or its subcontractors. Company further understands that this Agreement is nonexclusive, and that Contractor may enter into similar agreements with other companies, including companies that may be in competition with Company.

Company shall perform the SOW in the state of Tennessee. Any additional state(s) in which the Parties agree Company is to perform the SOW after the Effective Date may be incorporated into this Agreement pursuant to Addendum 1, a copy of which is attached hereto. For each state added to this Agreement, the Parties understand and agree that this Agreement and its terms and conditions are incorporated by reference and control the duties and responsibilities of each Party.

Company understands and agrees that this Agreement, and any associated SOWs, is for the marketing and sales services for solar electric power generating systems and related adders listed in Exhibit C only. In the event Company elects to market any non-solar work or goods (roof; windows; LEDs; hardscape; HVAC; etc.) to Clients, and said non-solar work is referenced for financing purposes only in any third-party written contract between Contractor and Clients, all such work shall be performed under separate written contracts between Clients and appropriately licensed third-party contractors or vendors only. Company understands and agrees that it is Company’s affirmative obligation to advise Clients of this requirement and ensure that such third-party contracts are executed.

2. APPOINTMENT OF DEALER.

The Company hereby appoints the Dealer as an authorized dealer of the Products, and the Dealer accepts such appointment.

3. TERM & TERMINATION OF AGREEMENT.

This Agreement shall commence on the Effective Date and shall continue until it terminates on December 31, 2025. Notwithstanding the foregoing, this Agreement may be terminated by either Party (i) immediately upon a breach by a Party or (ii) upon thirty (30) days written notice to the other Party.

4. CO-BRANDING.

Subject to Contractor’s written approval only, which Contractor may grant in its sole discretion, Company may utilize Contractor’s name and logo in connection with its marketing and sales materials for Systems. Notwithstanding the forgoing, Contractor is not granting a license to utilize its name to Company for any other purpose other than marketing Contractor’s Systems and the installation thereof, and Company’s permission to use Contractor’s name and related materials will terminate upon the termination of this Agreement. Any use of Contractor’s name or logo by Company without Contractor’s explicit written approval, or for any other purpose than those described above, is a material breach of this Agreement.

5. TELEMARKETING

Legal Compliance: Company is required to perform all services and duties under the Agreement in full compliance with all applicable laws and regulations, including, without limitation, all state, federal and international (i) Do-Not- Call list prohibitions; (ii) telemarketer licensing and bonding requirements; (iii) consumer cancellation rights; (iv) mandatory disclosures; (v) cell phone calling restrictions; (vi) auto dialer and pre-recorded message restrictions; (vii) internal Do-Not-Call/Opt-Out rules; and all other applicable laws and regulations. Company expressly warrants that Company is and shall continue to act in full compliance with any applicable law and regulations. Company agrees that Company has read and understands the Telemarketing Sales Rule (“TSR”), the Telephone Consumer Protection Act (“TCPA”) and all other applicable laws and regulations. Company understands that in some cases applicable state and local restrictions are more restrictive than the federal rules. Company will review these rules with Company’s own legal counsel to ensure that Company understands and complies. Contractor will not assume responsibility for ensuring that Company’s marketing campaigns meet applicable legal requirements. Contractor will not assume any liability if Company is ever held guilty or liable for any legal violation. Notwithstanding the foregoing, Company acknowledges that Contractor has and is taking active steps to ensure the compliance of Company, including by having Company agree to these terms. Company understands and acknowledges that it is generally a violation of federal law, including the TCPA, to call a cell phone for telemarketing purposes using an automatic telephone dialing system (“ATDS”) or to deliver a pre-recorded telemarketing message to a landline or cell phone without prior express written consent. Company understands and agrees it is prohibited from using an ATDS for telemarketing purposes. Company understands that even for non-telemarketing calls to cell phones, certain prior express consent may be required. Company understands that even in click-to-call/“preview” mode, certain manual calling software may still be considered an ATDS and subject to dialer and wireless restrictions. Company will be responsible for ensuring that Company does not telemarketer to cell phones without the appropriate consent. Company will purchase and timely scrub against a national list of wireless numbers and numbers ported from landlines to cell phones. Contractor is not responsible for ensuring that Company does not transmit messages to cell phones in violation of the cell consent rules.
Reimbursement for Violations: Company agrees to reimburse Contractor for all costs, expenses, and fees (including attorneys’ fees and experts’ costs) incurred by Contractor arising from or related to any alleged violation of these Telemarketing requirements by Company.
Safe Harbor: Company agrees to create and enforce its own internal Safe Harbor and Do-Not-Call policies and procedures in full compliance with the law. Federal regulations provide for a limited “safe harbor” defense to certain Do-Not-Call violations. Company’s Safe Harbor defenses must include, but are not limited to,
the following: (i) establish and implement written procedures to comply with Do-Not-Call restrictions; (ii) train personnel, and any entity assisting in compliance, in the written procedures; (iii) monitor and enforce compliance with the written procedures; (iv) maintain an entity-specific Do-Not-Call/Opt-Out list; and (v) use a process to prevent telemarketing calls to numbers on the national and entity-specific internal Do-Not-Call lists.
Zero Tolerance Policy: The Parties understand that Contractor has a “Zero-Tolerance” policy for violations of the TCPA, the TSR, and all other applicable Telemarketing laws and regulations. Any violations of Company’s obligations under this Agreement shall be considered a material breach of the Agreement and grounds for immediate cancellation.

6. REPRESENTATIONS

Company represents and warrants to Contractor that (i) this Agreement has been signed by an authorized representative of Company; (ii) this Agreement constitutes a valid and legally binding obligation of Company, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (iii) this Agreement is not in violation with any of Company’s constating documents, contracts or other agreements to which it is a party; (iv) Company shall provide the services required under this Agreement and all associated SOWs in a manner consistent with best industry practices reasonably applied to such services; and (v) Company does not have any agreement with any third party which would restrict its ability to perform under this Agreement or any associated SOWs.

7. PAYMENT

Company shall be entitled to the fees and payments as set forth in Exhibit B and Exhibit C attached hereto and incorporated herein by reference as full payment for its services. Company understands and agrees that any payment for services provided pursuant to this Agreement will be made by Contractor, its subsidiaries, affiliated entities, or assigns. Contractor may change the fee structure and/or redline at any time and at its sole discretion by submitting a new Exhibit B and/or Exhibit C to Company provided, however, that all fees earned by Company will be at the then rates in effect at the time the Agreement was entered into between the Contractor and Company.

Company shall submit requests for payment upon milestones being achieved. Company shall be paid Milestone Payment 1 (“MP1”) and Milestone Payment 2 (“MP2”) based on Contractor’s calculations of MP1 and MP2. Acceptance of any payments by Company shall be deemed that Contractor’s calculation of such payments are fair and accurate absent manifest error.

Company may not assign its right to receive any fees or payments pursuant to the Agreement without the prior written consent of the Contractor, which can be withheld in its sole discretion. Any assignment without Contractor’s prior written consent is a material breach of this Agreement.

8. TAXES

Any payments made pursuant to this Agreement are exclusive of all taxes and similar assessments, levies, and government-imposed obligations with respect to income derived from Company’s performance of the work.

9. INDEPENDENT CONTRACTOR

Company is an independent contractor. Neither Party is the legal representative or agent of, or has the power to obligate (or has the right to direct or supervise the daily affairs of) the other for any purposes whatsoever. Company and Contractor expressly acknowledge that the relationship intended by them is a business relationship based entirely on, and defined by the express provisions of this Agreement and that no partnership, joint venture, principal- agent, fiduciary, or employment relationship is intended or created by reason of this Agreement. The Parties further understand and agree:

(a) Company (or Company’s employees, if Company is an entity) will not be eligible for any Contractor employee benefits and, to the extent Company (or Company’s employees, if Company is an entity) otherwise would be eligible for any Contractor employee benefits but for the express terms of this Agreement, Company (on behalf of itself and its employees) hereby expressly declines to participate in such Contractor employee benefits.

(b) Company shall have full responsibility for applicable withholding taxes for all compensation paid to Company, its partners, agents or its employees under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Company’s self-employment, sole proprietorship or other form of business organization, and Company’s partners, agents and employees, including state worker’s compensation insurance coverage requirements and any US immigration visa requirements. Company agrees to indemnify, defend, and hold Contractor harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Contractor by the relevant taxing authorities with respect to any compensation paid to Company or Company’s partners, agents or its employees.

(c) In the performance of this Agreement, Company is acting on Company’s own behalf, does not have authority to enter any contracts or agreements on Contractor’s behalf, and is not an employee or agent of Contractor. Company shall be solely responsible for any damages, including but not limited to physical or other injuries to persons, business, or damage to property, arising from or in connection with services provided hereunder, and Company shall indemnify Contractor, its subsidiaries, affiliated entities, or assigns for any damages arising from such services and Company’s actions.

10. IDEMNIFICATION.

To the fullest extent permitted by law, Company agrees to indemnify, defend and hold harmless Contractor, along with its owners, members, directors, officers, agents, employees, contractors, subcontractors, vendors, subsidiaries, assigns, and affiliated entities from and against any and all liabilities, damages, costs and expenses (including attorneys’ fees and experts’ costs) arising out of or resulting from any claim, action, or other proceeding (including any proceeding by any of Company’s employees, agents or contractors) based upon: (i) Company’s sole negligence; (ii) the conduct of Company’s business or the performance of Company’s obligations pursuant to the Agreement and its Exhibits; (iii) any act(s) or omission(s) of Company or any of its employees, agents, or representatives related to the Agreement; (iv) Company’s failure to comply with any applicable federal, state or local laws, ordinances, regulations and orders applicable to its obligations within this Agreement; and (v) any misrepresentation(s) by Company regarding Company’s authority, Contractor or its business and products, and its directors, officers and employees. Upon receiving notice of any claim, Contractor will promptly notify Company of such claim in writing and provide Company with reasonable information, assistance, and cooperation in defending the lawsuit or proceeding. Upon Company’s receipt of written notice, Company will promptly indemnify, defend, or settle
any such claim, demand, lawsuit, investigation or proceeding brought against Contractor or its owners, members, directors, officers, agents, employees, contractors, subcontractors, vendors, subsidiaries, or affiliated entities. Company understands and agrees that failure to indemnify, defense, or hold harmless Contractor as set forth above is a material breach of this Agreement.

11. INSURANCE.

Commencing on the Effective Date and throughout the term of the Agreement, Company shall maintain: (i) worker’s compensation insurance as prescribed by the law of the state(s) in which the Agreement is to be performed; (ii) employer’s liability insurance with limits of at least $1,000,000 per occurrence; (iii) automobile liability insurance, with limits of at least $1,000,000 combined single limit for bodily injury and property damage per occurrence; (iv) commercial general liability insurance, including blanket contractual liability and broad form property damage, with limits of at least $1,000,000 and umbrella coverage of at least $2,000,000.00; and (v) errors and omissions insurance with limits of at least $1,000,000. Company agrees these policies will be free from TCPA coverage exclusions.

Company agrees to keep these policies in effect for the same coverage amount during the term of the Agreement and for a period of at least one year thereafter. Company further agrees to have Contractor listed as an additional insured on its commercial general liability and errors and omissions insurance policies. Company will submit a copy of all insurance policies and additional insured endorsements to Contractor upon execution of the Agreement. Failure to do so shall be considered a material breach of this Agreement and grounds for cancellation.

12. GOVERNING LAW AND DISPUTE RESOLUTION.

This Agreement shall be construed in accordance with the laws of the State of Tennessee. Any claim or controversy arising among or between the Parties hereto and any claim or controversy arising out of or respecting any matter contained in this Agreement or any difference as to the interpretation of any of the provisions of this Agreement shall be settled by binding arbitration in the State of Tennessee under the then prevailing rules of the American Arbitration Association. In any arbitration involving this Agreement, the arbitrator(s) shall not make any award which will alter, change, cancel or rescind any provision of the Agreement and their award shall be consistent with the provisions of this Agreement. Any such arbitration must be commenced no later than one (1) year from the date such claim or controversy arose. The award of the arbitrator(s) shall be final, and binding and judgment may be entered in any court of competent jurisdiction. In addition to the foregoing, the Parties may apply to any court of appropriate jurisdiction for any of the provisional remedies it may be entitled to, including, but not limited to, injunction, attachment, or replevin, pending the determination of any claim or controversy pursuant to the arbitration provisions of this Agreement. The Parties agree that venue with regard to any proceedings arising out of this Agreement shall be in Clarksville, Tennessee and by execution of this Agreement, each Party agrees to submit to such venue. Initially the costs of the arbitrator(s) will be paid initially equally by the Parties; however, the arbitrator(s) shall have the right to order either Party to pay all fees and costs as part of its award. The Parties further understand and agree that the arbitrator(s) and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement, including the Dispute Resolution procedures, is void or voidable.

I, ___________________ (NAME), HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF COMPANY AND DO HEREBY ACKNOWLEDGE THAT I HAVE READ THIS ARBITRATION AGREEMENT AND AFFIRMATIVELY AGREED TO AND GIVE THIS SPECIFIC AUTHORIZATION TO SUBMIT TO ARBITRATION ANY DISPUTE ARISING BETWEEN THE PARTIES TO THIS AGREEMENT, AS PROVIDED FOR IN THE ABOVE SECTION 11, AND THAT COMPANY IS BOUND TO THE SAME.

SIGNED: ________________________________________ DATE: ______________________

13. NO REPRESENTATIONS; INFORMATIONAL PURPOSE ONLY.

Company understands and agrees that it is a material breach of the Agreement, and grounds for cancellation, to make any material representations to Clients regarding System capacity, System design, projected energy savings, tax credits, projected monetary savings, and/or reduction of energy use. Any and all reports, proposals, or similar sales documents provided to Clients by Company shall be for informational purposes only and Company understands and agrees it is Company’s affirmative duty to inform Clients of same. Company further understands and agrees that it is a breach of this Agreement to intentionally misstate or misrepresent to Clients any material facts related to (i) Contractor; (ii) any installation contracts and/or its terms; (iii) Systems; or (iv) Company’s authority.

14. SEVERABILITY.

If any provision or any part of a provision of this Agreement shall be held invalid or unenforceable, then the remaining portions of that provision and the remainder of the Agreement shall be construed as if not containing the particular invalid or unenforceable provision or portion thereof, and the rights and obligations of each Party shall be construed and enforced accordingly.

15. PRIOR AGREEMENTS.

This Agreement supersedes any prior agreements concerning the subject matter hereof and constitutes the entire agreement between the Parties as of the Effective Date.=

16. ASSIGNMENT.

Company agrees that Contractor’s right, title, and interest in and to this Agreement may be assigned, delegated, sold or transferred by Contractor, in whole or in part, without the prior written consent of Company. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective transferees, successors and permitted assigns. Contractor shall give Company fifteen (15) days’ notice prior to any assignment of this Agreement.

17. CONFIDENTIALITY.

Each Party (“Receiving Party”) may learn confidential information of the other Party (“Disclosing Party”). For purposes of this Agreement “Confidential Information” shall mean this Agreement and the terms and conditions thereof, information about the business affairs, System pricing information, identities of vendors, methods of operation, and activities of the Disclosing Party furnished to Receiving Party, and any and all information created and/or otherwise made accessible in the performance of this Agreement.
Receiving Party agrees that Receiving Party will not disclose Confidential Information to others at any time during or after the completion of services under this Agreement without the prior written consent of Disclosing Party. This obligation shall not apply to information (i) which Receiving Party can demonstrate was known to Receiving Party prior to disclosure by Disclosing Party or prior to its creation hereunder; (ii) which is or lawfully becomes generally available to the public and not due to Receiving Party’s breach of a duty to Disclosing Party; or (iii) which is lawfully acquired from third parties who have a right to disclose such information.
Receiving Party acknowledges a duty and contractual obligation of confidentiality and non-disclosure owed to Disclosing Party. Receiving Party shall not, at any time during or after performing services with Disclosing Party: (i) disclose, transfer, or make accessible to anyone, or retain in writing or any other medium, without the express written authorization of the Disclosing Party, any Confidential Information; (ii) remove or access from Disclosing Party’s premises or a Disclosing Party computer system or network any Confidential Information except as necessary to perform its services to Disclosing Party; (iii) take any other action that would make available Confidential Information to non-Receiving Party personnel or the general public in any form; or (iv) take any action that uses Confidential Information in a manner contrary to the Disclosing Party’s interests, or for solicitation, marketing, or other use or disclosure in competition with the Disclosing Party. This includes the prohibition from using Disclosing Party’s Confidential Information to directly compete against Disclosing Party. Receiving Party hereby acknowledges that the Confidential Information is the property of Disclosing Party, that it shall not duplicate or make use of any such Confidential Information other than in the pursuit of the business of Disclosing Party.

18. INTELLECTUAL PROPERTY RIGHTS.

Company shall acquire no right, title, or interest in any materials owned by Contractor and used by Company in the course of performing the Agreement.

19. CONFLICT OF INTEREST.

Company represents that Company is not and will not become a party to any agreement which conflicts with Company’s duties under this Agreement. Company will provide written disclosure to Contractor of any potential or perceived conflicts of interest that may arise before or during the term of this Agreement.

During the term of this Agreement, if Company intends to become a direct competitor of Contractor through its own internal sales and/or installation of Systems to residential customers, it understands and agrees this constitutes a conflict of interest and shall provide Contractor written notice of its intent to become a direct competitor three (3) months prior to engaging in any direct competition with Contractor. Failure to provide the required written notice is a material breach of this Agreement.

20. NON-DISPARAGEMENT.

Company represents and agrees that Company will not, either orally or in writing or on any electronic website, make any defamatory or otherwise injurious statements concerning Contractor to any third party including, but not limited to, any current or future employees, Clients, potential clients, competitors, or vendors of Contractor.

21. RECORDS.

Company shall maintain documentation for all charges and work performed under this Agreement. The books, records, and documents of Company, for work performed or money received under this Agreement, shall be maintained for a period of five (5) full years from the date of the final payment and shall be subject to audit, at Company’s sole expense, at any reasonable time and upon reasonable notice by Contractor or its duly appointed representatives.

22. NO SOLICITATION.

During the period of this Agreement and for a period of one year after its termination, Company shall not solicit any of Contractor’s Client(s) to provide services or products that are substantially similar to Contractor’s business for the benefit of anyone other than Contractor.
Company shall not, directly or indirectly, interfere with the business of Contractor during the term of the Agreement and a period of one (1) year after its termination by: (i) soliciting, or attempting to solicit, inducing, or otherwise causing any employee, independent contractor, vendors, or subcontractor of Contractor (or any person who within one (1) year of the date of solicitation had been so employed or engaged by Contractor) to terminate his or her employment or relationship with Contractor to become an employee, subcontractor or independent contractor of Company or for any competitor of Contractor; or (ii) interfering with or disrupting, or attempting to interfere with or disrupt, any relationship, contractual or otherwise, between Contractor and any of its employees, customers, subcontractors, or vendors; (iii) disparaging Contractor or its subsidiaries, affiliated entities, directors, officers, managers, employees, or its agents, or its operations in a manner likely to be harmful to the Contractor’s business.

23. HEADINGS.

The headings of the Sections of this Agreement are inserted for convenience only and shall not affect its meaning or interpretation. Throughout this Agreement, the singular shall apply to the plural and the plural to the singular, unless the context clearly indicates otherwise.

24. RIGHT TO REVIEW BY COUNSEL.

Each Party acknowledges that it has had the opportunity to consult with counsel of its own choosing prior to entering into this Agreement.

25. CONTRACTOR NOTICE LOCATION / COMPANY NOTICE LOCATION.

Troy Salerno Electric Inc. dba Tennessee Solar

1860 Wilma Rudolph Boulevard #127E

Clarksville, TN 37040

855-438-8769

Name ______________________________

Address ______________________________

______________________________

26. NO WAIVER.

The inaction or lack of action by one Party shall not be deemed a waiver by such Party of any covenants or conditions of this Agreement. Further, the waiver of a breach or alteration of any of the covenants or conditions of this Agreement shall not constitute a waiver of the same or a similar default on any subsequent occasion. This Agreement can only be modified only in writing.

27. SURVIVAL.

The provisions of Sections 1, 3, 4, 8-11, 16, and 19-21 shall survive any termination, cancellation, or expiration of this Agreement.

28. FACSIMILE, SIGNATURES AND COUNTERPARTS.

The Parties agree that this Agreement will be considered signed when the signature of a Party is delivered by electronic signature software (ex. DocuSign). Said signature or electronic signature shall be treated in all respects as having the same effect as an original signature. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the month, date, and year first above written.

SIGNATURES

COMPANY

Company Name: __________________________________________________

By: __________________________________________________

Name: __________________________________________________

Title: ___________________

Date: ___________________

CONTRACTOR

Name: Troy Salerno Electric Inc. dba Tennessee Solar

By: _________________________

Name: Tara Salerno

Title: CEO

Date: ___________________

Prepared By (if different)__________________

EXHIBIT A – SCOPE OF WORK

RESPONSIBILITIES OF COMPANY:

Company shall verify that Client is the true owner of the property where the work is to be performed and provide: (i) Client’s true & legal name; (ii) address where the work is to be performed; (iii) Client’s phone number, email address, Photo Package (to include photos listed below); and (iv) Deliverables listed below.
Company and its agents shall have reasonable knowledge of utility rates, metering programs and the application of solar generated credits for each utility market in Tennessee.
Deliverables. Company shall provide the following items based on utility and any financing organization requirements:

Purchase

(a) Purchase signed by Client with accurate system information (where applicable)
(b) Financial information (where applicable)

ii. Utility

(a) Copy of Utility Bill

(b) Interconnection Application

iii. Image of Proposed Layout

iv. Photo Package

(a) Closeup image of Main Breaker

(b) Image showing available Breaker locations

(d) Image showing Roofing Material(s)

v. Other Deliverables by Specific Circumstances

Trust Documents (properties held in Trust)
Written Proof of Ownership

**Providing accurate documents and information will result in your projects moving efficiently through Contractor’s system, which will result in quicker payments and more consumer referrals.**

D. Company may be responsible to Contractor for incurred costs associated with cancelled projects. Professional costs include, but are not limited to, expenses associated with site survey, design, engineering, certifications, Interconnection Application and permitting.

E. Company will not market nor guarantee the effectiveness or financial savings of the Systems.

F. Such information and documentation as requested by Contractor from time to time related to the Systems and/ or performance of this Agreement.

EXHIBIT B – PAYMENT TERMS

For its service, the Company will be paid as follows:

Commission Payment. The Company will be paid a commission pursuant to the following formula:

A - (B*C) - D = COMMISSION

Whereby:

A = The total price per watt price
B = System Size (watts)
C = Redline Amount as determined by the Contractor
D = Adder (i.e.MPU) Amount as determined by the Contractor.

By way of example only, here is the formula for the calculation of a commission: A*B-A*C+D =commission

PPW: $3.20

System Size(Watts) 8,000

Redline $2.30

Adder(s) $2,000

Commission Formula:

($3.20*8,000)-($2.30*8,000)+$2,000 = $5,200

The commission payment will be paid as follows:

Initial Commission Payments:

Commission payments will be disbursed for the first five (5) systems upon full

installation and funding. The commission will be considered earned and payable once

each system is both fully installed and fully funded by the designated financier or upon

receipt of cash payment from the homeowner, as applicable.

M1 Payments:

After the first five (5) consecutive systems have been fully installed and funded, the M1

payments will come into effect. The M1 Commission payments are applicable to all sales teams and

Sales organizations, as well as individual sales representatives not affiliated with a team or organization.

Once M1 Payments have been activated for you, or your sales company, the commission

payment will be paid as follows:

a. The lesser of (i) $1,000 or (ii) 50% of the total Commission Payment, paid in $500 increments, to be paid within ten (10) business days after the calculation of such Commission (“MP1”), once all of the required documents have been uploaded by the sales team/rep., the site survey has been completed, and the permit is in-hand.

b. The balance of the Commission (“MP2”) to be paid within 10 business days after the completion, as determined by Contractor, of the installation of the System.

Example of Commission Payment:

Commission Total 50% of Commission MP1 MP2

$3,800
$1,900 (lower than $2,000, but greater than $1,500)
$2,300

3. Fee Reversal. Notwithstanding anything in this Agreement or its Exhibits, any Milestone Payments (MP1 and/ or MP2) and any additional Bonus Fee are subject to a claw back by Contractor, and at Contractor’s sole discretion, in the event of: i) Company’s misrepresentations to Client regarding the System, System performance, or System expectations; ii) a third-party lessor or financing source defunds the project; iii) Company’s breach of any provision of this Agreement; or iv) the payment of Milestone Payments and Bonus Fees are challenged by any Federal, state or local agency having jurisdiction over the sales and installation of the Systems.

**Contractor reserves the right to enforce or dismiss this cost based on the circumstances surrounding the cancellation and Company’s ability to control the situation leading up to the cancellation.**

EXHIBIT C

Special Pricing Adjustment (“adder”) to Milestone Payment.

This schedule is subject to change based upon cost to the Contractor and proper notice to the Company. You can see the full and most accurate list of adders on the company’s SolarGraf account. You will gain access to the company’s SolarGraf account upon completing the onboarded process which includes providing us with a valid email address for SolarGraf, which cannot be associated with any other company’s SolarGraf accounts.

Initial Redline $

Ground Mount Redline $

*Redline >15-30 sales per month that make it to PTO: $

*Redline >30 sales per month that make it to to PTO: $

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