Specifications

CONFIDENTIALITY AND EVALUATION AGREEMENT

(Version 1.0)

This Confidentiality and Evaluation Agreement (“Agreement”) states the contractual terms and conditions that govern access to and use of the specifications, technology, and any other materials or information (collectively, “Evaluation Materials”) provided by the Trusted Energy Interoperability Alliance LLC (“TEIA”) hereunder, and is an agreement between TEIA and the entity you represent (the “Company”). Please review this Agreement carefully before accepting it on behalf of the Company.

Access to and use of the Evaluation Materials is expressly conditioned on acceptance of this Agreement. No company may access or use the Evaluation Materials unless an authorized representative has accepted this Agreement on its behalf. You represent to TEIA that you are lawfully able to enter into contracts (e.g., you are not a minor) and that you have legal authority to accept this Agreement on behalf of the Company and to bind the Company.

This Agreement shall become effective on the date it is accepted online (the “Effective Date”) and shall continue in effect for the Evaluation Period set forth herein. TEIA and the Company are also hereinafter referred to collectively as the “Parties” and individually as a “Party”.

PLEASE READ THESE TERMS CAREFULLY AS YOU WILL BE REQUIRED TO ACCEPT THEM PRIOR TO USING THE EVALUATION MATERIALS.

TERMS AND CONDITIONS

EVALUATION MATERIALS

1.1. Limited License. Subject to the terms and conditions of this Agreement, TEIA will make the Evaluation Materials available to Company to use solely for the purpose of evaluating whether to join TEIA and/or to become an adopter of TEIA’s standards, specifications, and technologies (the “Purpose”), and not for commercial use. Except as expressly set forth in the preceding sentence, no licenses or other rights are granted to Company with respect to the Evaluation Materials, whether by implication, estoppel, or otherwise. Company acknowledges and agrees that the Evaluation Materials incorporate and practice TEIA’s proprietary technology and intellectual property. Company agrees that it will acquire no interest or rights in TEIA’s proprietary technology or intellectual property, including no right to implement any TEIA specification for commercial purposes. Such rights may be obtained only by executing a separate written agreement with TEIA.

1.2 Restrictions. Without limiting any other provision of this Agreement, Company represents and warrants that it will not: (a) access or use the Evaluation Materials other than as expressly permitted under this Agreement; (b) attempt or purport to sell, lease, sublicense, assign, or transfer access to the Evaluation Materials to any third party; (c) remove any disclaimer, copyright, trademark, confidentiality, or other legal notice from the Evaluation Materials; (d) use the Evaluation Materials for any fraudulent or unlawful purpose or in any manner that would violate the legal rights of any third party; or (e) use the Evaluation Materials directly or indirectly for the purpose of asserting intellectual property rights against TEIA or any founder or participant of TEIA, or against any adopter of TEIA’s standards, specifications, or technologies.

CONFIDENTIALITY

2.1. Disclosure and Use. In connection with the Purpose, TEIA may disclose to Company information that is designated as confidential, proprietary, or the like, or that should reasonably be understood as confidential (“Confidential Information”), including without limitation the Evaluation Materials, financial, technical, or marketing information, business plans, or the terms of any legal agreements. Confidential Information does not include information that (i) is generally available to the public through no fault of Company, (ii) Company had rightfully in its possession prior to receipt from TEIA, (iii) is independently developed by Company, or (iv) Company rightfully obtains from a third party without a duty of confidentiality. Company may disclose Confidential Information when compelled to do so by law, if it first provides reasonable notice to TEIA (unless a court prohibits such notice).

2.2. Company may use Confidential Information only for the Purpose. Company must use reasonable care to prevent unauthorized use or disclosure of Confidential Information. Company may share Confidential Information with its employees, directors, agents, or legal advisors who need to know and are bound by a duty to keep the information confidential at least as strict as that set forth herein. The foregoing restrictions on disclosure and use will survive the termination or expiration of this Agreement.

DISCLAIMER & LIMITATION OF LIABILITY THE EVALUATION MATERIALS AND CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” AND TEIA MAKES NO (AND HEREBY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

EXCEPT FOR BREACH BY EITHER PARTY OF SECTION 1.2 OR SECTION 2, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING FOR BUSINESS INTERRUPTION OR LOSS OF INCOME, DATA, PROFITS, OR REVENUE, UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF TEIA UNDER THIS AGREEMENT WITH RESPECT TO ANY CLAIM SHALL BE LIMITED TO THE GREATER OF (i) THE FEES PAID TO TEIA BY COMPANY IN THE SIX (6) MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED DOLLARS (USD $100.00). IN ADDITION, NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, TEIA WILL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY UNAUTHORIZED USE OF THE EVALUATION MATERIALS, OR MODIFICATIONS THERETO BY ANYONE OTHER THAN TEIA.

TERM AND TERMINATION

4.1 Term and Termination. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with this Section 4 or extended by written agreement of the Parties, will continue for ninety (90) days (the “Evaluation Period”). Either Party may terminate this Agreement at any time upon fifteen (15) days’ prior written notice. Company’s duty to protect the Evaluation Materials and Confidential Information disclosed during the Evaluation Period will survive any such expiration or termination.

4.2. Effect of Termination. Upon expiration or termination of this Agreement, (a) Company’s right to access and use the Evaluation Materials and Confidential Information will immediately terminate, (b) Company will immediately cease all use of the Evaluation Materials and Confidential Information, and (c) Company will promptly return or, if requested by TEIA, securely destroy all Evaluation Materials and Confidential Information in Company’s possession. Termination by either Party will not act as a waiver of any breach of this Agreement and will not act as a release of either Party from any liability for breach of such Party’s obligations under this Agreement.

GENERAL

This Agreement imposes no obligation on either Party to proceed with any business transaction. This Agreement does not create any agency or partnership relationship between the Parties. Failure to enforce any provision of this Agreement will not constitute a waiver. All notices and requests in connection with this Agreement will be deemed given as of the day they are received by the applicable Party. Company must provide notices to TEIA under this Agreement by personal delivery, overnight courier, or registered or certified mail, in all cases with a copy by email (as specified below). TEIA’s address for notices is: Trusted Energy Interoperability Alliance, Attn: Legal Department, 2140 Shattuck Avenue, Suite 1201, Berkeley, CA 94704, with a copy to [email protected]. TEIA may provide notice to Company under this Agreement by sending a message to the email address provided by Company in connection with accepting this Agreement, or such other email address as Company may provide to TEIA. Neither Party will (nor will either Party have the right to) assign or otherwise transfer, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement, except that TEIA may assign or otherwise transfer this Agreement to an affiliate or as part of a merger, consolidation, corporate reorganization, sale of all or substantially all of TEIA’s assets, sale of stock, change of name, or like event. Any purported assignment or transfer of this Agreement, except as permitted hereunder, will be null and void. The Agreement and its interpretation and validity will be governed by the substantive law of the State of California. applicable to contracts made and to be performed therein and without regard to its conflicts of laws rules. Any controversy, claim, or dispute arising out of or relating to this Agreement (“Dispute”) will be settled by arbitration administered by the American Arbitration Association in accordance with its applicable procedures then in effect. Judgment on the award rendered may be entered in any court having jurisdiction thereof. The place of the arbitration will be California, United States. The language of the arbitration will be English. Notwithstanding the foregoing, to the extent herein permitted, either Party may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that it deems necessary to protect its rights or property, pending the establishment of the arbitral tribunal or pending the arbitral tribunal’s determination of the merits of the Dispute. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements. No amendment or modification of any provision of this Agreement will be effective unless in writing and signed by a duly authorized signatory of Company and TEIA.