costs and liabilities associated with the procurement, purchase, and use of any
electricity, whether from on-site generation or supplied by the utility.
3.14. Notice of Non-Compliance. A party will notify the other party within 14 days if (i) it
receives written notification of non-compliance with any laws from any person or entity
in connection with its use of the Systems or (ii) it learns of an incident or accident of
any type relating to the Systems.
3.15. Removal of Stem Equipment. Upon the expiration or earlier termination of any
Services Order, Stem will, no later than 90 days after such expiration or termination,
remove the Stem Equipment, and will leave the Sites in neat and clean order. Stem
will ensure that all conduit and wiring are safely capped but left in place. Such removal
will be at Stem’s sole cost. Customer shall provide sufficient space for the temporary
storage and staging of tools, materials, equipment, and for the parking of construction
crew vehicles and temporary construction trailers and facilities reasonably necessary
during the Stem Equipment removal.
4. NEW REVENUE SERVICES; ENVIRONMENTAL INCENTIVES
4.1. New Revenue Services. During the term of an Integrated Services Contract, either
party may identify potential additional revenue streams from services that could be
provided by the Systems through Stem Services but are not within the scope of an
Integrated Services Contract (“New Revenue Services”). The parties agree to confer
to determine (i) if such New Revenue Services are feasible, (ii) projected revenues
and costs associated with such New Revenue Services (iii) any potential impacts to
Customer, End Users, the Stem Services, or the Customer Equipment performance,
including any potential upgrade requirements, and (iv) the terms on which any New
Revenue Services will be provided. Stem shall have no obligation to provide New
Revenue Services until the parties (and, if applicable, the End User) agree in writing to
such New Revenue Services.
4.2. Environmental Incentives. Except for those Environmental Incentives associated
with New Revenue Services or as otherwise stated in a Services Order, Stem will
have no rights, title, or interest in any Environmental Incentives related to, or resulting
from, the installation and operation of the Systems.
5. REPRESENTATIONS AND COVENANTS OF THE PARTIES
5.1. Representations. Each party represents that (i) it is organized, validly existing, and in
good standing under the laws of its organization and each jurisdiction where it is
required for the transactions contemplated under each Integrated Services Contract,
(ii) it has the right to enter into this Agreement, and (iii) the execution of this
Agreement will not violate the terms of any contract, obligation, law, regulation, or
ordinance to which it is subject.
5.2. Covenants. Each party shall comply with all Applicable Laws in the execution of this
Agreement, in performance of the Stem Services, and use of the Systems.
5.3. Customer Additional Covenants. During the Term, Customer covenants that it will not (i) modify, alter, relocate,
or replace the Stem Equipment (ii) modify, alter, relocate, or replace the Systems without written notice to Stem
and Stem’s written acknowledgement of such notice, (iii) misuse, abuse, damage, impair, or otherwise cause the
Stem Equipment or Systems at any Site, subject to the relevant Integrated Services Contract, to become
non-functional for its intended purpose, (iv) turn-off or disconnect from the power supply the Systems except for
emergency purposes and in accordance with the Systems manufacturers’ guidelines, or (iv) do anything, permit,
or allow to exist any condition or circumstance that would cause the Systems not to operate as intended at the
Sites. Additionally, Customer acknowledges that the Stem Services are not designed nor made available for life
support, critical care, medical, safety equipment, or similar applications where a failure in the Stem Services could
result in loss of life or personal or physical harm and accordingly that Stem disclaims all liability, and Customer
assumes all risks arising from any such or similar application of the Systems.
6. STEM SERVICES WARRANTY
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