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Applicant shall refund to SGt a prorated amount of the Incentive dollato based on the actual period of
<br />time for which Customer provided the energy benefit as an SCE customer.
<br />8.3 Applicant shall repay any Incentive amounts due to SCE within thirty (30) calendar days of notification
<br />by SCE. Repayment Is required in accordance with Sections 8.1 and 8.2 above. SCE shall be entitled to
<br />offset against payments owed to Applicant any amount due to SCE that remains unpaid forty (40)
<br />calendar days after SCE's written demand for payment.
<br />9.0 'TERM AN12 TERMINATION The term of this Agreement shall commence on the last date that a Party
<br />executes this Agreement and shall terminate no later than five (5) years from SCE's written project Installation
<br />Report approval date, unless terminated earlier pursuant to this Agreement ( "Term ").
<br />10.0 ASSIGNttnIENT SCE may assign this Agreement, or Its rights and obligations hereunder, directly or indlrectly,
<br />without prior written consent provided SCE remains obligated for payments incurred prior to the assignment.
<br />Applicant may not assign Its rights or delegate its duties without the prior written consent of SCE, which shall not be
<br />unreasonably withheld or delayed. If an assignment is requested, Applicant Is obligated to provide additional
<br />Information if requested by SCE.
<br />11.0 PERMITS AND LIC91NISES Applicant, at its own expense, shall obtain and maintain and cause its contractors
<br />and/or subcontractors to obtain and maintain licenses and permits required by federal, state, local, or other relevant
<br />governing or regulatory bodies needed to perform Its work. Any failure by Applicant or its contractors and /or
<br />subcontractors to maintain necessary licenses and permits constitutes a material breach of Applicant's obligations
<br />under this Agreement
<br />12.0 ADVERTISING, MARKETING AND USE OF ACES NAME Applicant shall not use SCE's corporate name,
<br />trademark, trade name, logo, identity or any afitllafion for any reason, including soliciting customers to participate in
<br />the project, without SCE's prior-written consent. Applicant shall make no representations to Its customers on behalf
<br />of SCE.
<br />13.0 INDEMNIFICATION To the extent Applicant has (i) executed a Partnership Agreement with SCE and is a
<br />direct party thereto, and (IQ such Partnership Agreement contains indemnity provisions covering Applicant's
<br />performance under the Program and this Agreement, then such Indemnity provisions shall apply to this Agreement
<br />— lP and the remainder of this Section 13 shall have no force and effect. For all other Applicants (including, but not
<br />limited to, program participants, contractors, consultants, and others who are not direct parties to a Partnership
<br />Agreement with SCE containing such indemnity provisions), the following shall apply:
<br />13.1 Applicant shall indemnify, defend and hold harmless, and release SCE, Its affiliates, subsidiaries,
<br />parent companies, officers, directors, agents and employees, from and against all claims, demands,
<br />losses, damages, costs, expenses, and liability (legal, contractual, or otherwise), which arise from or are
<br />In any way connected with any: (1) Injury to or death of persons, including but not limited to employees of
<br />SCE or Applicant; (11) Injury to property or other interests of SCE, Applicant, or any third party;(lii) violation
<br />of local, state, or federal common law, statute, or regulation, including but not limited to environmental
<br />laws or regulations; or (iv) strict liability imposed by any law or regulation; so long as such Injury, violation,
<br />or strict liability Jas set forth In�i) =(f_v) above) arises from or [sin and way
<br />_connected with`Appitcant's_
<br />performance of, or failure to perform, this Agreement, however caused, regardless of any strict liability or
<br />negligence of SCE whether active or passive, excepting only such loss, damage, cost, expense, liability,
<br />strict liability, or violation of law or regulation that Is caused by the sole negligence or willful misconduct of
<br />SCE, Its officers, managers or employees.
<br />13.2 Applicant acknowledges that any claims, demands, losses, damages, costs, expenses, and legal
<br />liability that arise out of, result from' , or are In any way connected with the release or spill of any legally
<br />designated hazardous material or waste as a result of tie work performed under this Agreement are
<br />expressly within the scope of this Indemnity, and that the costs, expenses, and legal liability for
<br />environmental investigations, monitoring, containment, abatement, remove[, repair, cleanup, restoration,
<br />remedial work, penalties, and fines arising from strict liability, or violation of any local, state, or federal law
<br />or regulation, attorney's fees, disbursements, and other response costs Incurred as a result of such
<br />releases or spills are expressly within the scope of this Indemnity.
<br />13.3 Applicant shall, on SCE's request, defend any action, claim or suit asserting a claim that may be
<br />covered by this Indemnity. Applicant shall pay all costs and expenses that may be incurred by SCE In
<br />enforcing this Indemnity, including reasonable attorney's fees. This Indemnity shall survive the termination
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