THIS SERVICES AGREEMENT (this “Agreement”) is entered into by you (the “Customer”) and CLEAN ENERGY CONSULTANTS, LLC, a Missouri limited liability company (“Consultant”) as of the date the Customer acknowledges and agrees to the terms of this Agreement (the “Effective Date”).
WHEREAS, Consultant is in the business of soliciting and negotiating with solar energy installers on behalf of third parties and residential areas; and
WHEREAS, Customer desires for Consultant to provide certain services to Customer, and Consultant is willing to provide such services, under the terms and conditions set forth herein;
NOW, THEREFORE, the parties agree as follows:
1. Services. During the term hereof, Consultant agrees to assist Customer with identifying, researching, and evaluating residential solar power installers (each an “Installer”) on Customer’s behalf (the “Services”). Consultant shall be solely responsible for any and all costs and expenses incurred by Consultant in the performance of the Services, unless otherwise agreed by Customer in writing. Consultant shall use commercially reasonable efforts in rendering the Services.
2. Compensation. The parties acknowledge and agree that Customer shall not be responsible for payment of any fee to Consultant for the Services. Consultant may negotiate payment of a commission and all terms thereof directly with the Installer (the “Commission”), and any such payment shall be made from Installer to Consultant directly.
3. Term. The term of this Agreement shall begin as of the Effective Date and shall last until the later of (i) the completion of the installation of a solar energy facility on Customer’s property by the Installer, (ii) the completion of the Services, or (iii) upon the termination of this Agreement in accordance with the terms contained herein.
4. No Warranties, Disclaimer. Consultant makes no warranties to Customer with regard to the Services, including with regard to Consultant’s abilities to secure an Installer, nor does Consultant make any warranties related to the selection of Installer or the work or other goods or services provided by the Installer. The parties both acknowledge and agree that Consultant shall have no liability for (i) the selection of the Installer, (ii) the actions or inactions of Installer, (iii) any delays, faulty work or equipment provided or installed by Installer, (iv) the failure of Installer to carry adequate insurance, or (v) any other act or omission of Installer or its agents or representatives.
5. Limitation of Liability. Consultant shall not be liable to Customer or to any third party under this Agreement for any indirect, lost profits, consequential, exemplary, incidental, or punitive damages, regardless of the form of action, whether in contract or in tort, including negligence, regardless of whether Customer has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable. In no event shall Consultant’s liability to Customer, whether arising in contract, tort or otherwise, exceed the amount of Commission received by Consultant with respect to the Services performed under this Agreement.
6. Relationship of the Parties. Consultant shall not have any authority to bind Customer to any agreement with Installer and any such agreement shall be directly between Customer and Installer. The parties do not intend to create a fiduciary relationship and, to the fullest extent permitted by law, Customer hereby waives any right to assert a breach of fiduciary duty against Consultant with respect to performance of the Services.
7. Miscellaneous Provisions. This Agreement: (i) shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, estates, representatives, successors and permitted assigns; (ii) may be amended or modified only by a writing signed by both parties; (iii) constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof; and (d) may be executed in counterparts, each of which, when taken together, shall constitute one original document and may be delivered by electronic mail transmission all with the same force and effect as if the same was a fully-executed and delivered original manual counterpart. Neither party shall assign this Agreement without the prior written consent of the other party. This Agreement shall be interpreted, construed, enforced and regulated under and by the laws of the State of Missouri.