However, certain provisions such as confidentiality stand still and payment of consultants during the diligence period should be and usually are binding. agreement, however, this agreement is a much more extensive document in that it Sheet February 03, 2018. We hope you can find what you need here. General Indemnification: Each Party shall indemnify,  defend and hold harmless each other Party and the Project Company with respect to any and all claims made against any of them by any person claiming any interest, entitlement, fees, or costs related to the Agreement, the Project or the Project Company by or through such Party. The Project Manager shall be responsible for the day to day implementation of the Development Process. entity. such activity is to be carried out, and if applicable, which Parties or persons are responsible for which activities. As the DEF02, Stock Purchase & Sale Agreement: Common Stock, Longer Version- It is highly recommended, therefore, that the JV be expressed At Financial Close, to the extent that funds are available and permitted to be used for such purpose, the Project Company shall make the following payments to the Parties:  (1) reimbursement of all Prior Costs accrued by each Party; (2) reimbursement of all Deferred Costs; and (3) payment of a development fee to each Party. The Development Program and the Development Budget will be prepared, agreed-to, and attached to the Joint Development Agreement (the “Agreement”). If you have suggestions on topics or materials to be included, please contact us at var Comm100API=Comm100API||{};(function(t){function e(e){var a=document.createElement("script"),c=document.getElementsByTagName("script")[0];a.type="text/javascript",a.async=!0,a.src=e+t.site_id,c.parentNode.insertBefore(a,c)}t.chat_buttons=t.chat_buttons||[],t.chat_buttons.push({code_plan:313,div_id:"comm100-button-313"}),t.site_id=126561,t.main_code_plan=313,e(""),setTimeout(function(){t.loaded||e("")},5e3)})(Comm100API||{}), Deal Templates – Term Sheet, LOI, Licensing, Agreement, Due Diligence, Valuation, Merger Integration, Templates Custom Search Engine OR Build It Yourself, Frequently Used Legal Documents – Personal & Business, Free Images, Video Footage, and Audio Clips, Find A Better Job – Search Global Listings. E. Term of Agreement:  The Agreement shall be effective as of the date of execution thereof and remain in effect until the earliest of: (1) the effectiveness of the Shareholders Agreement, (2) the withdrawal of all but one of the Parties, (3) the mutual agreement of the Parties to  terminate the Agreement, and (4) [Insert Date] (the “Drop Dead Date”). C. Assignment  No Party may sell, assign or otherwise transfer, voluntarily or by operation of law, any part of its rights under the Agreement, or pest itself of control of an assignee of its interest, except an assignment of all such rights or a pestiture to an entity which is wholly owned by, or under common ownership with, such Party. Management Committee: A Management Committee comprised of one Representative from each Party shall manage and oversee the overall Development Process and keep the Parties apprised of all material aspects of, and developments in connection with the. Costs Generally  Each Party shall bear its own direct and indirect costs and expenses, including internal costs and expenses, incurred in connection with the Project, the Development Process, and the performance of such Party’s obligations under the Agreement. B. Lead Developer  [Lead Party] will act as the lead developer and coordinate the activities of the Parties. B. [Party B] and its Affiliates will have the opportunity to provide the fuel supply  arrangements, provided such arrangements are commercially reasonable and cost competitive. D. Governing Law  The Agreement shall be governed by and construed in accordance with the laws of [insert jurisdiction]. PRINCIPAL SOLAR, INC. and ENERGY SURETY PARTNERS, LLC June 5, 2015.