Confidentiality before substance.

Mutual Non-Disclosure Agreement

1 · Purpose

The Parties wish to explore a potential business relationship related to renewable energy advisory services (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain confidential information.

2 · Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either Party to the other, whether orally, in writing, electronically, or in any other form, that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential. Confidential Information includes, without limitation: business strategies, financial projections, capital stack assumptions, customer or counterparty information, technical data, project economics, vendor pricing, term sheets, contracts, and any related analysis or memos.

Confidential Information does not include information that: (a) was already in the receiving Party's possession without confidentiality obligation prior to disclosure; (b) is or becomes publicly available through no breach of this Agreement; (c) is independently developed without use of the other Party's Confidential Information; or (d) is rightfully obtained from a third party without confidentiality obligation.

3 · Obligations

1. Use restriction. Each Party will use the other's Confidential Information solely for the Purpose and for no other purpose without the disclosing Party's written consent.
2. Care standard. Each Party will protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information of similar sensitivity, and in no event less than reasonable care.
3. Limited disclosure. Each Party may disclose the other's Confidential Information only to its employees, contractors, and professional advisors who have a need to know for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement.
4. No reverse engineering. Neither Party will reverse engineer, decompile, or disassemble any tangible items of Confidential Information disclosed to it.

4 · Term and survival

This Agreement applies to Confidential Information disclosed during the period beginning on the Effective Date and ending two (2) years thereafter, unless earlier terminated by either Party with thirty (30) days' written notice. The confidentiality obligations in Section 3 survive termination of this Agreement and continue for three (3) years from the date of disclosure of the relevant Confidential Information, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

5 · Permitted disclosures

A receiving Party may disclose Confidential Information to the extent required by law, court order, or regulatory authority, provided that (where legally permitted) it gives the disclosing Party prompt written notice and reasonable cooperation in any effort to limit or contest the required disclosure.

6 · No license; no obligation to proceed

This Agreement does not grant either Party any rights in the other's Confidential Information except the limited right to use it for the Purpose. Nothing in this Agreement obligates either Party to enter into any further business relationship, engagement, or transaction.

7 · Return or destruction

Upon written request from the disclosing Party, the receiving Party will, at its option, return or destroy all materials containing Confidential Information in its possession or control, except for: (a) one archival copy retained by legal counsel solely for compliance purposes; and (b) electronic copies created in the ordinary course of business systems backup, which need not be deleted but remain subject to this Agreement.

8 · Remedies

Each Party acknowledges that breach of this Agreement may cause the disclosing Party irreparable harm for which monetary damages may be inadequate, and the disclosing Party is entitled to seek equitable relief in addition to any other remedies available at law.

9 · No conflict; CPES independence

CPES confirms that, on engagement, it accepts no kickbacks, referral fees, or vendor commissions from third parties in connection with services provided to the Counterparty. Conflict screening is performed at the start of any engagement, and CPES will disclose any pre-existing relationship with a counterparty, supplier, or other third party that may be relevant to the Purpose.

10 · Governing law and jurisdiction

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The Parties consent to exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, for any disputes arising under this Agreement.

11 · General

1. Entire agreement. This Agreement constitutes the entire agreement between the Parties with respect to confidentiality of information disclosed for the Purpose.
2. Modification. Any modification must be in writing and signed (or electronically accepted) by both Parties.
3. Severability. If any provision is held invalid, the remaining provisions remain in full force.
4. No waiver. No failure or delay in exercising any right is a waiver of that right.
5. Assignment. Neither Party may assign this Agreement without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
6. Counterparts; electronic acceptance. This Agreement may be executed in counterparts, including by electronic acceptance. Electronic acceptance has the same force and effect as a manual signature.

By accepting below, the Counterparty represents that it has authority to enter into this Agreement on its own behalf or on behalf of the entity it represents.