Terms of Service for Example Standard Contracts
Notice: This content was developed by a group of solar developers, law firms, and other interested parties in the solar energy space. It represents a consensus around one possible approach to solar finance, with a particular emphasis on access to the broader capital markets. To use this content, you should review it in the context of your personal business strategy. The text in “black” represents the standard language, which can be used as is. The text in “blue” represents variable language, which indicates alternative clauses for use or represents information that will vary from agreement to agreement. The user can adjust the style (e.g., Arial, Helvetica) of font but not the size, bolding, or ALL CAPS. You may also wish to add an amendment to reflect any changes necessary to comply with applicable state laws in the jurisdiction where the project is located.
The example standard contracts contain residential leases and a commercial power purchase agreement ("Content") developed by the Solar Access to Public Capital ("SAPC") Working Group and are made available by the Alliance for Sustainable Energy LLC, the operator of the National Renewable Energy Laboratory ("Alliance/NREL") for the United States Department of Energy ("DOE"), and may be used only under the following terms and conditions.
1. BY ACCESSING AND USING THE CONTENT, YOU ("User") AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN (the "Agreement"). If the User is accessing and using this website on behalf of any other person, group or entity, User warrants that it has all necessary authority to enter into this Agreement. If at any time User does not agree to be bound by the terms and conditions of this Agreement, then User must cease using the Content immediately.
2. User acknowledges that no attorney-client relationship is, or will be, formed through the use of any Content. If User is an attorney participating in any aspect of, including but not limited to using Content, User acknowledges that the Rules or Codes of Professional Conduct ("Rules") of the jurisdictions in which User is licensed apply to all aspects of User's use and that User will abide by such Rules. Alliance/NREL disclaims all responsibility for User's compliance with these rules. The Content is designed for informational purposes only. The information is provided as a service to the Internet community and does not constitute legal advice. We try to provide quality Content and information, but we make no claims, promises, or guarantees about the accuracy, completeness, or adequacy of the information contained in or linked to this website and its associated sites. As legal advice must be tailored to the specific circumstances of each case, and laws are constantly changing, nothing provided herein should be used as a substitute for the advice of competent counsel.
3. User acknowledges that under no circumstances is DOE, SAPC, Alliance/NREL, its employees, agents, affiliates or customers, providing legal advice or representation through this CONTENT and that nothing in this CONTENT is intended as a substitute for legal advice from an attorney.
4. THE CONTENT IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, DOE, SAPC, AND ALLIANCE/NREL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. DOE, SAPC AND ALLIANCE/NREL MAKES NO WARRANTY THAT ACCESS TO THIS SITE OR ANY PORTION THEREOF WILL BE UNINTERRUPTED, SECURE, COMPLETE, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. DOE, SAPC AND ALLIANCE/NREL DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATED TO ACCESS OR USE OF THE CONTENT.
5. USER'S EXCLUSIVE REMEDY AND DOE, SAPC, AND ALLIANCE/NREL'S, ITS EMPLOYEES AGENTS AND AFFILIATES ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIM FOR DAMAGES RELATING TO THE USE OF THE CONTENT, WHICH ARE MADE AGAINST THEM, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN CONTRACT OR NEGLIGENCE, SHALL BE LIMITED TO THE AMOUNT OF CHARGES PAID BY USER DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL DOE, SAPC, AND ALLIANCE/NREL, ITS EMPLOYEES, AGENTS AND AFFILIATES, AND/OR CONTRIBUTORS BE LIABLE TO USER FOR ANY CLAIM RELATING IN ANY WAY TO USER'S USE OF THE CONTENT. DOE, SAPC, AND ALLIANCE/NREL, ITS EMPLOYEES AGENTS AND AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER TO USER FOR ANY CLAIM RELATING IN ANY WAY TO ANY THIRD PARTY CONTENT.
6. User agrees to defend, indemnify, and hold DOE, SAPC, and Alliance/NREL, their affiliates, contractors, suppliers, directors, employees, and agents harmless from any and all claims, costs, damages, judgments, and liabilities (including but not limited to reasonable attorney's fees) made by any party and arising from any use of the Content.
7. This Agreement embodies the entire understanding between User and Alliance/NREL with respect to the subject matter herein and supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter.
8. This Agreement will be governed by and construed under the law of the state of Colorado, U.S.A., without regard to conflicts of law provisions. The parties agree that the state and federal courts sitting in Colorado will have exclusive jurisdiction over any claim arising out of this Agreement, and each party consents to the exclusive jurisdiction of such courts. Should any provision of this Agreement be held to be void, invalid, unenforceable, or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby. Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
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