(“[FIRM]”) is pleased to present the following Master Services Agreement (“MSA”) to [COMPANY] (“[COMPANY]”, “Company”, or “Client”), (herein collectively referred to as a “Party” or the “Parties”). [FIRM] is excited by the opportunity to work with you and the team at [COMPANY] as your advisor supporting the development and financing of your renewable energy projects by providing advisory and consulting services related to Federal energy tax credit eligibility, financing, tax credit monetization, and other services.

We appreciate your willingness to engage [FIRM] for this work and look forward to providing professional services that are responsive to your objectives. If you have any questions as to the information in this engagement letter, please do not hesitate to contact the engagement leader, [INDIVIDUAL], at [PHONE] or at [EMAIL]

Sincerely,

Master Services Agreement

This Master Services Agreement (“MSA” or “Agreement”) governs the consulting services provided by (“[FIRM]”, “we”, “us” or “our”) [COMPANY] (“Client”) (each a “Party,” and together the “Parties”) under various Statements of Work (“SOW”) issued hereunder (“Services”). This MSA, together with attachments and any SOW issued hereunder, constitute the entire understanding and agreement between Client and [FIRM] with respect to the Services, and supersede and incorporate all prior or contemporaneous representations, understandings or agreements, and may not be modified or amended except by an agreement in writing signed between the parties hereto. This Agreement’s provisions shall not be deemed modified or amended by the conduct of the Parties. If there is a conflict between this Agreement and the terms of any SOW, this Agreement shall govern.

Client acknowledges that [FIRM] is also able to provide unrelated services, including without limitation, financial audit, wealth management, and tax services (collectively “Out of Scope Services”). Should Client wish to engage [FIRM] in connection with any Out of Scope Services, the Parties shall negotiate appropriate terms and conditions for such Out of Scope Services in separate written engagement letter(s).

Section 1. Confidentiality

With respect to this Agreement and any information supplied in connection with this Agreement and designated by the disclosing party (the Disclosing Party) as “Confidential Information” either by marking it as “confidential” prior to disclosure to the receiving party (the Recipient) or, if such information is disclosed orally or by inspection, then by indicating to the Recipient that the information is confidential at the time of disclosure and confirming in writing to the Recipient, the confidential nature of the information within ten (10) business days of such disclosure, the Recipient agrees to: (i) protect the Confidential Information in the same manner in which it protects its confidential information of like importance, but in no case using less than reasonable care; (ii) use the Confidential Information only to perform its obligations under this Agreement; and (iii) reproduce Confidential Information only as required to perform its obligations under this Agreement. This section shall not apply to information which is (A) publicly known, (B) already known to the recipient; (C) disclosed to a third party without restriction; (D) independently developed; or (E) disclosed pursuant to legal requirement or order, or as is required by regulations or professional standards governing the Services performed. Subject to the foregoing, [FIRM] may disclose Client’s Confidential Information to its subcontractors and subsidiaries.