I. Master Terms & Conditions

VPP Industries LLC

These Terms & Conditions (“Terms”) apply to all services provided by VPP Industries LLC (“VPP”) to the Client identified in the applicable Proposal or Statement of Work.

Nature of Services

VPP provides project development, consulting, engineering coordination, procurement support, and general contracting services related to renewable energy systems and associated processes.

Services may include:

✓ Renewable energy system design coordination

✓ Installer sourcing and management

✓ Project scheduling and construction oversight

✓ Procurement coordination

✓ Engineering coordination

✓ Permitting and utility interconnection support

The specific services provided will be described in the Project Proposal or Statement of Work.

Independent Contractors

Installers, subcontractors, engineers, and vendors working on the Project may operate as independent contractors.

Unless expressly stated otherwise:

✓ Installers are responsible for their workmanship

✓ Installers maintain required licenses and insurance

✓ Installers comply with applicable codes and regulations

VPP may coordinate its work, but does not assume responsibility for the independent contractor’s professional obligations.

Client Responsibilities

The Client agrees to:

✓ Provide accurate site and project information

✓ Provide reasonable access to the project site

✓ Obtain any required property permissions or landlord approvals

✓ Review and approve project documents promptly

✓ Maintain safe site conditions

Failure to meet these responsibilities may delay the project timeline.

Permits and Approvals

Projects may require approvals from:

✓ Local building departments

✓ Utilities

✓ Inspectors

✓ Regulatory authorities

VPP may assist in coordinating permits and approvals, but approval timelines are controlled by third parties and cannot be guaranteed.

Payment Terms

Payment schedules will be defined in the Project Proposal.

A typical payment structure may include:

✓ Initial deposit upon agreement execution

✓ Milestone payments during project progress

✓ Final payment upon substantial completion

Late payments may result in suspension of services.

Change Orders

Changes to scope, equipment, schedule, or system specifications must be documented in a written change order approved by the Client.

Change orders may impact:

✓ Pricing

✓ Schedule

✓ Project design

Equipment and Manufacturer Warranties

Equipment such as solar panels, batteries, inverters, and other components may carry manufacturer warranties.

These warranties are issued by the manufacturer. VPP does not guarantee manufacturer warranty performance.

Limitation of Liability

To the maximum extent permitted by law, VPP shall not be liable for:

✓ Indirect or consequential damages

✓ Loss of energy production

✓ Changes in utility policies or incentives

✓ Delays caused by third parties

Total liability shall not exceed the fees paid to VPP for the specific project services.

Force Majeure

VPP shall not be liable for delays caused by events beyond reasonable control including:

✓ Severe weather

✓ Supply chain disruptions

✓ Regulatory changes

✓ Labor shortages

✓ Natural disasters

Insurance

Subcontractors engaged on the project are expected to maintain appropriate insurance coverage, including:

✓ General liability insurance

✓ Workers compensation

✓ Other coverage required by law

Intellectual Property

Designs, documentation, and project materials prepared by VPP remain the intellectual property of VPP unless otherwise agreed.

Termination

Either party may terminate the agreement in accordance with the terms set forth in the project proposal or the contract.

Upon termination, the Client will pay for services performed and any equipment already ordered.

Governing Law

These Terms shall be governed by the laws of the jurisdiction where VPP Industries LLC is registered, unless otherwise specified in the contract.

II. Project Proposal / Statement of Work

VPP Industries LLC

Project Overview

Project Name:

Client Name:

Project Location:

Proposal Date:

Scope of Work

VPP Industries LLC will provide the following services:

Example scope:

✓ Renewable energy system design coordination

✓ Project development and planning

✓ Installer selection and management

✓ Equipment procurement coordination

✓ Installation oversight

✓ Commissioning support

Project Deliverables

Deliverables may include:

✓ System design package

✓ Installation coordination

✓ Equipment specification documentation

✓ Project schedule

✓ Commissioning coordination

Project Timeline

Estimated milestones:

✓ Design phase

✓ Permitting phase

✓ Procurement phase

✓ Installation phase

✓ Commissioning and project completion

All timelines are estimates and subject to permitting, supply chain, and installer availability.

Pricing

Total Project Price: $_________

Payment schedule example:

✓ Deposit – 30% upon signing

✓ Equipment procurement – 40%

✓ Installation start – 20%

✓ Completion – 10%

Exclusions

Unless specifically stated, the following are excluded:

✓ Structural upgrades

✓ Electrical service upgrades

✓ Roof replacement or repair

✓ Utility fees

✓ Additional engineering studies

Acceptance

Client agrees to the scope and pricing outlined above and acknowledges the Master Terms & Conditions.

Client Signature:

Date:

VPP Industries LLC Representative:

Date:

III. Installation Agreement / EPC Addendum

Project Installation

Installation work will be performed by qualified installers or subcontractors coordinated by VPP.

Installers are responsible for:

✓ Installation quality

✓ Safety practices

✓ Code compliance

✓ Workmanship warranties where applicable

Site Preparation

Client must ensure:

✓ Clear and safe access to the work site

✓ Structural suitability of installation surfaces

✓ Availability of required electrical infrastructure

Additional work required due to unforeseen site conditions may require a change order.

Equipment Delivery and Ownership

Equipment ordered for the project remains the property of VPP or its suppliers until payment obligations are satisfied.

Commissioning

Upon completion, the system may undergo testing and commissioning procedures, including:

✓ System verification

✓ Electrical testing

✓ Operational startup

Energy Production Disclaimer

Renewable energy production estimates are projections based on modeling assumptions.

Actual production may vary due to:

✓ Weather conditions

✓ Shading changes

✓ Equipment performance

✓ Utility policies

VPP does not guarantee specific energy production levels.

Utility Interconnection

Grid-connected systems may require approval from the local utility.

Interconnection timelines are outside VPP's control.

Project Completion

Substantial completion occurs when:

✓ Installation is complete

✓ System is operational or ready for inspection

✓ Major components are installed

Final payment may become due at substantial completion.