SERVICES AGREEMENT

This Agreement is dated the 15th of January 2018 (the “Effective Date”) between Skyfire Solar Design LLC (the “Company”), and_______ (the “Client”). This Services Agreement (the “Agreement”) includes (i) the attached Terms and Conditions, and (ii) the Scope of Work (“SOW”) and Service Level Agreement (“SLA”) in Attachment “A”.

Terms and Conditions

1. Recitals Company is a design firm specializing in solar system electrical, structural, and mechanical design and plan set design for permitting purposes.

Client is a solar goods and/or service provider.

Company agrees to sell to Client and Client agrees to purchase from Company the Services (as defined below) for the price, terms and conditions herein set forth and included in Attachment A.

2. Pricing and Payment

Residential Solar Plan Sets for Permitting $160 per residential project pricing includes the generation of a Permit Ready Plan Set as outlined in Section 3 of “Scope of Work” and will apply to central/string inverter and micro- inverter projects up to 12 kW (DC).

Additional fees (Adders) will be applied to plan set price as follows:

Projects over 12kW (DC) $5 (per additional kW) Non-typical Requirements $25 (See Section 3b) Incorporate existing system into new system $30

Pricing may increase on the following depending on scope of work: Battery Backup $75+ Ground mounts/Carports/custom structure $30+ Structural PE Stamp (rooftop) $175+ (depending on AHJ req.) Structural PE Stamp (ground mount) $350+ (depending on AHJ req.) Electrical PE Stamp $200+ (depending on AHJ req.) PE Wet Stamps (print & shipping) $60+

**Commercial & Utility projects are quoted per project**

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1. Change Orders A change order is considered any change request to the plan set that the Client requests Company to make that are non-jurisdiction and non-utility requested changes to a plan set.

• Any change orders on plan sets due to Company error will be free of charge.
• Change orders on projects that require less than (15) fifteen minutes to accomplish will be free of charge.
• A minimum $25 fee will be applied after the first (15) fifteen minutes of labor.
• Change orders that require over (15) fifteen minutes to accomplish will be charged at a rate of 50$/hr., prorated after the first half hour of labor.

To minimize change order fees, make sure the correct project information is verified and submitted.

1. Non-typical AHJ & Utility Requirements and additional information Any additional detail required by an AHJ such as building elevations, framing section cuts, equipment elevation detail, plot plans or any additional information not typical to most AHJ requirements will be charged an additional $25 fee.
2. Permit Rejections & AHJ Redlines Any additional work performed due to Permit rejections/AHJ redlines will be free of charge excluding Non-typical AHJ & Utility Requirements. A copy of the permit redlines and/or comments from the permitting authority with logo, letterhead, or a form of marking identifying who the permitting authority is must be on the documents to honor waved fees for additional work performed by Company.
3. Payment Processing & Invoicing Payment submitted online at the time Client submits their project will receive a 10% discount on the residential plan set price. All discounts exclude PE stamps. (15) fifteen-day (Net 15) invoicing will receive a 4% discount on the residential plan set price if the invoice is paid within 15 calendar days. (30) thirty-day (Net 30) invoicing will be charge at the full plan set price.
4. Late Payments and Fees Invoices that remain unpaid (30) thirty calendar days after being issued will result in Company ceasing to perform all work and services for the Client until the past due invoice is paid in full. Invoices that remain unpaid (45) forty-five calendar days after being issued will result in a $15.00 late fee per project incurred on any project(s) listed on the past due invoice(s). Should Invoices exceed (120) one hundred and twenty days late, Company will assume Client refusal to pay and may take legal action. Should Company take legal action, Client agrees to pay all legal fees Company incurs in the litigation/collection process of the past due amount.
5. Term The term of this Agreement commences on the date hereof and terminates upon Client’s or Company’s choosing. This Agreement will remain in effect so long as both the Client and Company choose to conduct business together.

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1. Termination during a project If the Client chooses to terminate the business relationship during work on a or multiple project(s) that have already been submitted, Client shall pay Company an amount proportional to the work completed on the project(s) (the “Termination Fee”). The Termination Fee will be upon termination of this contract, if it applies.
2. Independent Contractor Relationship The Company’s relationship to the Client in performing this Agreement is that of an independent contractor, and nothing in this agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Company (a) is not the agent of Client; (b) is not authorized to make any representation, contract, or commitment on behalf of Client; (c) will not be entitled to any of the benefits that Client makes available to its employees, such as group insurance, profit sharing, or retirement benefits (and waives the right to receive any such benefits); and (d) will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Company’s performance of services and receipt of fees under this agreement. The personnel performing services under this Agreement shall at all times be under Company’s exclusive direction and control and shall be employees of Company, and not the Client. Company shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them relating to social security, income tax withholding, unemployment compensation, workers’ compensation, and similar matters. Client will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Company’s behalf. Company shall cover or insure all its employees performing services under this Agreement in compliance with the applicable laws relating to worker’s compensation or employer’s liability insurance. The manner and means that Company chooses to complete their services are in Company’s sole discretion and control.
3. Conflicting Projects Any client referred by Client for services must use the client platform to submit a service request and project information to Company. Client’s clients cannot be directly solicited to by Company with any offerings of service without prior approval from Client. In the case a client of Client responds to Company’s indirect marketing such as a digital or print add, automated email campaigns, a referral from Company’s client without Company’s involvement, or by other unintentional means, Company agrees to direct Client’s client to submit service requests through Client’s platform. If the client seeking services from Company no longer uses Client’s platform due to client’s own reasons and without influence from Company, then Company has the right to accept or reject the service request at its sole discretion.
4. Confidential Information Except as legally required, the parties agree that neither party shall directly or indirectly disclose or use any Confidential Information without prior written permission from the other party.

“Confidential Information” means any type of confidential or proprietary information or material disclosed to or known by the recipient of such information (“Recipient”) as a consequence of or through its relationship with the party disclosing such information, and

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consisting of information conceived, originated, discovered, or developed in whole or in part by Recipient, which is not generally known by Nonsubject Party personnel, including but not limited to information which relates to research, development, trade secrets, know-how, inventions, technical data, hardware, software, source codes, object codes, manufacture, purchasing, accounting, engineering, marketing, merchandising and selling, business labs or strategies, and information entrusted by third parties to the party disclosing such information.

7. Representations and Warranties of the Company Company hereby represents and warrants that (a) any and all work product developed by Company as required to complete a Project for the Client and delivered to the Client in the performance of the Project (hereinafter “Work Product”) will fully conform to the requirements and terms set forth in this Agreement and any applicable Work Order, (b) neither the Work Product nor any element thereof will infringe or misappropriate the intellectual property rights of any third party, and (c) Company will comply with all laws and regulations applicable to Company’s obligations under this Agreement.
8. Limitations on Company’s Liability Client understands that any suggestions or recommendations made by Company are only suggestions or recommendations and are taken by Client and their clients at their own risk. Notwithstanding any provision of this agreement to the contrary, the following aspects of a project will not be the responsibility of the Company, and the Company shall not be held liable for these issues under any circumstances.
9. Information and Project Data Accuracy Client understands that specific project information is required from Client for Company to deliver services. Company in no way will be held liable for the accuracy of the project information submitted to Company by Client regardless of the way and format the project information is transferred to Company. Client or Client’s clients should vet and confirm the accuracy of project information delivered to Company prior to submission. Client understands that the lack or inaccuracy of project information may cause project delays in which Company shall not be held liable. Client understands that Company may and/or will make assumptions on project details according to Code, industry standards, and best practices which may or may not be accurate. Client is responsible for reviewing and accepting all plan set designs delivered by Company and is responsible for notifying Company of any changes needed due to inaccurate information therein prior to submitting the plan set to AHJs and Utilities. Company will not be held liable and Client or Client’s clients assume all responsibility and liability for the accuracy or inaccuracy of information in the plan set design.
10. Physical Construction/Installation of Solar System Company will not be held liable for the physical construction, structural, electrical, mechanical, or otherwise of a designed solar system by Company. Company will not be held liable for the procedures, methods, practices, tools, equipment, or safety measures employed by the Client or the Client’s clients in the installation or construction of the designed solar system. Whether a project requires a professional engineers stamp or not, Company will not be held liable for the structural, electrical, and/or mechanical integrity, new or existing, involved in the project designed by the Company or its outcomes.

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1. Performance of the System Company will not be held liable for the performance, energy production, energy output, electrical integrity, degradation, damages to, or life span of the equipment installed or used by the Client, Client’s clients, or any of their subcontractors, vendors, clients, or customers.
2. Physical Harm and Property Damage Company will not be held liable for property damage caused by any physical harm to an employee or agent of the Client or Client’s clients under any circumstance.
3. Cancelation of the Project Company will not be held liable for the cancelation of any project by the Client or Client’s customer for any reason, including, but not limited to loss of profits and/or denial of rebates. Client will still be responsible for paying any fees associated to services and completed work performed by Company on canceled projects.
4. Project Delays Company will not be held liable for any project delays, seen or unforeseen, that is out of Company’s control.
5. Agreements Between the Client their clients and customers Company will not be held liable for or be bound by any contracts, agreements, or promises made between Client and Client’s subcontractors, vendors, clients and/or customers that are outside the terms of this agreement.
6. Audits Company will not be held liable for any audits that may arise against Client, regardless of how the audit came about.
7. Indemnification
8. Of the Client Company agrees to be responsible for, pay, indemnify and hold harmless, the Client and its respective directors, officers, employees, agents, successors and assigns (the “Purchaser Indemnified Parties”) from, against and in respect of any and all Losses arising from, in connection with, or relating to any breach by the Company of any covenants or agreements contained in this this Agreement.
9. Of the Company Client agrees to indemnify and hold harmless the Seller and its respective directors, officers, employees, agents, successors and assigns (the “Seller Indemnified Parties”) from, against and in respect of, any and all Losses arising from, in connection with, or relating to any breach by the Client of any covenants or warranties contained in this Agreement.
10. Notice to Indemnifying Party

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An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement as soon as is reasonably practicable; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party. The Indemnifying Party shall have the right, at its election, to take over the defense or settlement of such claim by giving written notice to the Indemnified Party at least ten (10) days prior to the time when an answer or other responsive pleading or notice with respect thereto is required. In the event the Indemnifying Party elects and diligently contests or defends any such claim in good faith, the Indemnifying Party will not be responsible for the fees of separate legal counsel to the Indemnified Party; provided, however, that the Indemnifying Party will not settle any such claim without the written consent of the Indemnified Party, which shall not be unreasonably withheld.

1. Payment of Claims With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (a) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to execute the judgment; (b) the entry of an un-appealable judgment or final appellate decision against the Indemnified Party; or (c) a settlement of the claim. With regard to other claims for which indemnification is payable hereunder, such indemnification shall be paid promptly by the Indemnifying Party upon demand by the indemnified party.
2. Limitations on Indemnification The Company shall not be obligated to indemnify or hold harmless the Client Indemnified Parties in respect of any Losses suffered, incurred or sustained by the Purchaser Indemnified Parties as a result of this Agreement, until the Purchaser Indemnified Parties have suffered Losses by reason of all such breaches in excess of $10,000 (the “Deductible”) (at which point the Company will be obligated to indemnify the Client Indemnified Parties for the amount of such Losses in excess of the Deductible). In no event shall the aggregate liability of the Company for all obligations under this Agreement exceed ten thousand dollars ($10,000). F. Exclusive Remedy The Company and the Client agree that the sole recourse of the Purchaser Indemnified Parties for any indemnification claims under this Agreement is as set forth in this Agreement. In entering into this Agreement, the Purchaser has relied solely upon its own investigation and analysis and the representations and warranties of the Company in this Agreement, and the Client (i) acknowledges that, except for the specific representations and warranties of the Seller contained in this Agreement, neither the Company or any of its Affiliates makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including any projections, estimates or other forward-looking information provided (including in any management presentations, information memorandum, supplemental information or other materials or information with respect to any of the above) or otherwise made available to the Client or its Affiliates) and (ii) agrees, to the fullest extent permitted by law, that the Company and its Affiliates shall not have any liability or responsibility whatsoever to the Client or its Affiliates or any Client Indemnified Parties on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or

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statements made (or any omissions therefrom), to the Client or its Affiliates or any Client Indemnified Party, including in respect of the specific representations and warranties of the Company set forth in this Agreement, except as and only to the extent expressly set forth with respect to such representations and warranties and subject to the limitations and restrictions contained in this Agreement.

9. Insurance Company, at its sole cost and expense, will maintain appropriate insurance in accordance with generally accepted industry standards.
10. Client’s Default If Client fails to perform its obligations under this Agreement, Company may, in its sole discretion, terminate this Agreement. In the event that Company terminates this Agreement, in addition to any other remedies provided by law, Company may require that Client pay all amounts then due and Company’s reasonable collection costs, including attorney’s fees.
11. Miscellaneous
12. Notices Any notice, demand, claim or other communication under this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid; facsimile transmission (with proof of sending) or overnight courier to the following addresses:
    

Company:

Company Solar Design, LLC Eli Escobedo 3845 E Fairview St Gilbert, AZ 8295 eli@skyfiresd.com

With Copy To: Brian C. Locker, Esq. Fowler St. Clair, PLLC 1201 S. Alma School Rd. Suite 10-850 Mesa, AZ 85210

Client:

C/O Address:

Email:

With Copy To:

All such notices and communications shall be deemed effective as follows: if mailed, on the third business day following deposit in the mail; if sent by facsimile transmission when sent by facsimile transmission, or if by overnight courier, on the day following delivery to the courier; provided that if such day is not a business day, such notice or communication shall be deemed effective on the next succeeding business day.

1. Entire Agreement This Agreement (including the attached Exhibit A) contains every obligation and understanding between the parties relating to the subject matter hereof and merges all prior discussions, negotiations and agreements, if any, between them.

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1. Binding Effect This Agreement (including the attached Exhibit A) contains every obligation and understanding between the parties relating to the subject matter hereof and merges all prior discussions, negotiations and agreements, if any, between them.
2. Assignment This Agreement may not be assigned by any party without the written consent of the other party.
3. Amendment This Agreement may not be assigned by any party without the written consent of the other party.
4. Severability If any one or more of the provisions contained in this Agreement shall be declared invalid, void or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect, and such invalid, void or unenforceable provision shall be interpreted as closely as possible to the way it was written.
5. Expenses Each party agrees to bear its own costs in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby.
6. Counterparts; E-mail or Facsimile This Agreement may be executed in any number of counterparts and via e-mail or facsimile, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
7. Governing law; Jurisdiction This Agreement has been entered into and shall be construed and enforced in accordance with the laws of the State of Arizona without reference to the choice of law principles thereof. This Agreement shall be subject to the exclusive jurisdiction of the courts of Arizona. The parties to this Agreement agree that any breach of any term or condition of this Agreement shall be deemed to be a breach occurring in the State of Arizona by virtue of a failure to perform an act required to be performed in the State of Arizona and irrevocably and expressly agree to submit to the jurisdiction of the courts of the State of Arizona for the purpose of resolving any disputes among the parties relating to this Agreement or the transactions contemplated hereby. The parties irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement, or any judgment entered by any court in respect hereof brought in Maricopa County, Arizona, and further irrevocably waive any claim that any suit, action or proceeding brought in Maricopa County, Arizona has been brought in an inconvenient forum.
8. Further Assurances

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The parties hereto shall deliver any and all other instruments or documents required to be delivered pursuant to, or necessary or proper in order to give effect to, all of the terms and provisions of this Agreement.

Exhibit A

Scope of Work and Service Level Agreement

SCOPE OF WORK

Below is a description of our Scope of Work for each service that Company provides. Each service listed below is priced individually unless specified otherwise.

Plans for Permitting Company will deliver the following items for each Project as required by the site’s AHJ and utility:

1. Cover Page 2. Site Plan 3. PV Roof or Ground Mount Layout 4. Mounting Details & Uplift Calculations 5. One Line Electrical Diagram 6. Three Line Electrical Diagram 7. Equipment Labeling 8. Notes and References 9. Manufacturer Data Sheets

Full site survey information should be provided to Company if Company did not complete a Site Survey for Client. Site Survey information should include detailed photos of the following: roof and framing, the entire perimeter of the structure to be mounted on, Main Service Entrance and surrounding area, legible photos inside the main panel, main panel specs, meter specs, good photos of where new equipment is to be mounted, any hazards, code violations, shading concerns, etc. Written information should include customer information, roofing information (i.e. rafter size, rafter spacing, roofing material, rafter max span, roof slope, etc.), main panel information (i.e. Cat. Number, bus size, main breaker size, etc.) and which AHJ and utility the project site is under. Upon completion, the Plans for Permitting will be delivered to the client electronically in PDF format. Each set of plans generated for permitting will be designed according to AHJ and utility design requirements and applicable International Residential Code (IRC), International Building Code (IBC), Universal Building Code (UBC), National Electric Code (NEC), International Fire Code (IFC), International Plumbing Code (IPC), and any variation thereof such as state, county, or city specific codes.

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Load Calculations Load calculations may be furnished upon request at no additional fee for all plan sets requiring a Main Circuit Breaker Downsize. Documentation of existing SES, loads, and panel schedule are required for load calculations. If site survey was not conducted by Company, then photo or written documentation of SES, loads, and pane schedule must be provided by Client. Load calculations are included in the project price and only executed on an as needed basis.

Service Level Agreements

1. Service Level Agreement for Residential Projects

Service Turnaround Residential plan set 1-3 business days PE stamps 1-4 business days

2. Project Submittals & Processing Company will take a time is of the essence approach in completed all submitted work. Client understands that various circumstances may prevent the Company from completing projects same-day. Projects must be submitted to Company by 12 noon Mountain Standard Time (MST) for projects to be processed the same day. Any projects submitted to Company after 12 noon MST will be processed the following business day. Project submittals are limited to 10 projects per day. Any additional projects above 10 per day will be added to the queue, and default to the following business day to begin the SLA clock. If the queue continues to grow due to exceptional volume or extraneous factors listed above, then the turnaround times will be pushed out accordingly and the Client will be notified.

Ex. If a project is submitted on a Monday at 11:59 AM MST, then the project will be completed and delivered no later than end of business on Thursday, 4 business days later, of the same week if no holidays impact the work week. If a project is submitted on a Monday after 12 noon MST, then the project will be processed on Tuesday the following business day and completed and delivered to Client by end of business on Friday of that week if no holidays impact the work week.

3. Exceptions If Company cannot complete a Project for reasons out of its control, including, but not limited to incomplete information, customer indecision, change requests, unforeseen AHJ redlines, batch project submissions beyond our bandwidth, non-payment from Client, or any other reason out of the control of Company, then Client will be notified and the project will be placed on hold until Company receives everything necessary to resume. The SLA clock will resume when Company has everything they need to perform its services.
4. Commercial and Utility Project SLA’s SLA’s for commercial and utility projects will be determined on a case by case basis up front during project planning depending on the size and scope of the project. For projects whose

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requirements are complex and will evolve during the course of the engagement, work will be completed on a “time is of the essence” basis.

5. Redline Protection Company will do its due diligence in knowing and/or researching AHJ & Utility requirements to insure plan sets are designed to meet requirements. Although plan sets are designed to have the highest success rate to pass plan review on first submittal, permit rejections do happen. In the event a project is rejected (“Redlined”) by an AHJ, Company will make a best effort to correct any requested revisions same day or within 24 hours of when the rejection and all related requirements and information required to revise the plans are submitted to Company by Client.

Acknowledgement

CLIENT ACKNOWLEDGES THAT HE OR SHE HAS RECEIVED A COPY OF THIS AGREEMENT, INCLUDING EXHIBIT A AND THE TERMS AND CONDITIONS AND THAT HE OR SHE HAS READ AND UNDERSTOOD THIS AGREEMENT, INCLUDING THOSE SECTIONS RELATING TO LIMITATIONS OF COMPANY’S LIABILITY AND WARRANTY DISCLAIMER.

In Witness Whereof, the parties hereto have each executed and delivered this Agreement as of the Effective Date.

COMPANY

SIGNATURE DATE

Eli Escobedo, CEO

Skyfire Solar Design LLC

CLIENT

SIGNATURE DATE

NAME TITLE

___________________________ COMPANY

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