A. Definitions 1A. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. 2A. “Charges” means all fees and charges for Services provided or to be provided under the relevant Statement of Work(s). 3A. “Client Prospect” means a prospect that has been entered into the intake form or any form of submission technology that takes the place or performs like the intake form. 4A. “Confidential Information” includes trade secrets, intellectual property, business operations, and other proprietary information. 5A. “Deliverable” means any product or service that COMPANY is required to develop or deliver as a tangible output to the CUSTOMER or end user. 6A. “Dispute” means any dispute, controversy, or claim arising out of or in connection with this Agreement or any Statement of Work. 7A. “Force Majeure” means an event beyond the reasonable control of either Party, including natural disasters, war, and governmental actions. 8A. “Term” means the period during which this Agreement or any Statement of Work is in full force and effect. 9A. “Termination Fees” means costs incurred by COMPANY in the termination of third-party contracts and other related expenses. 10A. “Gross Contract Value” is defined as any cost associated with the installation of the solar contract including but not limited to, manufacturing costs, cost of goods, labor, wiring, and other expenditures incurred within the contract. B. Appointment COMPANY appoints REC as an independent contractor to promote and facilitate the sale of COMPANY’s products and services, including EV chargers, solar, and battery installations. This is not a contract of employment. C. Territory The territory assigned to REC for promoting COMPANY’s programs is the United States. This territory is non-exclusive. D. Non-Circumvent 1D. REC agrees not to circumvent COMPANY in its relationships with and all appointed affiliates for COMPANY current and future products and services during the term of this Agreement and for two (2) years thereafter. 2D. COMPANY agrees not to circumvent REC in its relationships with affiliates, vendors, or clients outside of COMPANY current and future products and services during the term of this Agreement and for two (2) years thereafter. 3D. Non-circumvent does not apply to any Appointed Affiliates, products or services of the COMPANY that have a direct or indirect relationship with REC prior to their appointment or contractual relationship with COMPANY. E. Protected Accounts and Business Developers 1E. REC shall submit client prospects and/or business developers to COMPANY for “Protected Status (PS).” PS will remain in force for a time frame of 30 days for client prospect for EV and 90 days for Solar. 2E. COMPANY will designate submitted prospects and/or business developers as protected unless an existing relationship is documented within ten (10) working days. 3E. COMPANY assignment will finalize the determination of A. and B. should a dispute not be settled within the ten (10) ten working day time frame. F. Indemnification Each party agrees to indemnify and hold the other harmless from any and all losses, damages, or expenses, including reasonable attorney’s fees, arising from the other’s negligence or willful misconduct. 1F. Affiliate Compliance: REC acknowledges that COMPANY bears no responsibility for the actions of REC’s affiliate partners. REC is solely responsible for ensuring that all affiliates adhere to COMPANY's guidelines, including, but not limited to, the use of only client-approved marketing materials, web postings, employment/job postings, social media content, and any other media not expressly approved by COMPANY. REC will comply with holding their affiliates accountable to the consequences of non-compliance that are outlined in the “Termination with Cause” section of this Agreement. Including but not limited to termination of that affiliates agreement and their ability to market any of COMPANY’S products or services. REC agrees to indemnify and hold COMPANY harmless from any actions, claims, or damages arising from the conduct of REC’s affiliates. Furthermore, if REC enters into any additional agreements with its affiliates, REC assumes full responsibility for ensuring compliance with those agreements. No individual can sell or represent the COMPANY without having a written contract with a person in direct contract with the COMPANY. If the individual does not have a written contract and they are found in breach of the COMPANY policies and procedures, then that person in direct contract with COMPANY will be in breach and can result in termination. G. Term, Termination, and Breach 1G. The term will last from the signature date on this agreement until December 31, 2026. If REC is in good standing with COMPANY, there will be an automatic annual renewal of this agreement. 2G. Either party may terminate this Agreement in the event the other party breaches its material obligations and fails to cure such breach within ten (10) days of receipt of written notice of termination describing such breach but in no event shall Contractor be excused from continuing to perform under this Agreement while awaiting such cure or pursuing such action unless otherwise notified by COMPANY and excluding any breach for an illegal act which shall result in immediate termination. 3G. REC may terminate this agreement for any reason with 60 days’ written notice to COMPANY. All commissions owed to REC prior to the date of termination shall be paid in accordance with the terms of this agreement. Upon expiration, cancellation, completion or termination of this Agreement or any SOW, by any party or COMPANY for any reason, Contractor shall document all work in process and deliver to COMPANY all work completed or in the process and shall retain no ownership or rights therein. 4G. At any time during the term of this Agreement and after the termination of this Agreement, COMPANY has the right to review all documents of employment between Contractor and Contractor Personnel to ensure Contractor’s compliance to any and all applicable laws and regulations of state, federal or national law, including but not limited to the Immigration and Nationality Act, and regulations promulgated by the U.S. Department of Homeland Security and the US Department of Labor. 5G. In the event this Agreement is terminated with cause for REC’s breach, REC shall, at COMPANY’s request, transfer their clients on assignment with COMPANY to COMPANY, or to a third party at COMPANY’s sole discretion, to preserve the continuity of the services. In no event shall REC interfere with such hiring or transition and no fee will be payable to REC under these circumstances. 6G. Post-Termination Compensation: Upon termination, COMPANY will continue to pay compensation for contracts facilitated by REC at the time of termination on any business that has been submitted to COMPANY prior to termination date except for termination with “Termination for Cause” listed below. Business submitted post termination date will receive no compensation. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party (a) commits a material breach of any term of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice of the breach; (b) engages in willful misrepresentation which caused a legal issue for the COMPANY, gross misconduct, fraud, or illegal activities that adversely affect the interests or reputation of the other party; (c) becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of a bankruptcy petition; or (d) fails to abide by this Agreement as outlined in this Agreement to the reasonable satisfaction of the other party, provided that notice of such failure has been given and the failure has not been cured within a reasonable time. Upon termination for cause, the terminating party. shall have no further obligation or liability to the other party, except for payment for services rendered up to the date of termination. This article supersedes all other language in this agreement if terminated for cause. Willful Separation: If a REC departs from the COMPANY to join a competitor and REC breaches the non-circumvent section of this agreement —whether in the fields of Commercial Solar, Residential Solar, EV Chargers, or Battery Storage—they will forfeit all rights to receive any commissions earned as stipulated in this Agreement. REC will not utilize any additional EV or solar providers without written consent from COMPANY upon signature of this document. If REC breaches agreement, no compensation is due to REC on any referred business post breach H. Confidentiality 1H. Confidentiality Obligations: Both parties recognize and agree to maintain the confidentiality of each other’s proprietary information and trade secrets during and after the term of this Agreement for a period of 2 years following this Agreement. Confidential Information includes but is not limited to trade secrets, intellectual property, business plans, customer lists, and financial information. 2H. Exceptions: The confidentiality obligations do not apply to information that is (i) publicly available; (ii) already in the recipient’s possession without obligation of confidentiality; (iii) rightfully obtained by the recipient from a third party without breach of any obligation of confidentiality; or (iv) independently developed by the recipient without use of or reference to the disclosing party’s Confidential Information. 3H. Disclosure Required by Law: If Confidential Information is required to be disclosed by law, the recipient shall notify the disclosing party promptly and cooperate with the disclosing party’s efforts to limit the disclosure and obtain protective orders or similar relief. I. Representations and Warranties Each party represents and warrants that it has the authority to enter into this Agreement and that the Agreement constitutes a valid and binding obligation. J. Compliance with the Law Both parties agree to comply with all applicable federal, state, and local laws and regulations, including but not limited to labor laws, tax regulations, and environmental laws. K. Assignment This Agreement may not be assigned by either party without the prior written consent of the other. L. Binding Effect This Agreement is binding upon and inures to the benefit of the parties and their respective successors and assigns. M. Relationship of Parties Nothing in this Agreement creates an employer-employee relationship. REC is acting as an independent contractor. N. Notices All notices required or permitted under this Agreement must be in writing and delivered personally or by mail to the respective addresses of the parties. Notices shall be deemed given when delivered personally, sent by facsimile, or if mailed, earlier of the date of receipt or two (2) days after date of mailing. O. Governing Law and Arbitration This Agreement is governed by the laws of the State of Texas. Any disputes will be resolved by binding arbitration with the American Arbitration Association (AAA). The decision of the AAA shall be final and non-appealable, and the prevailing party shall be reimbursed its legal fees and costs by the non-prevailing party. P. Privacy Both parties agree to comply with all applicable privacy laws protecting nonpublic personal information. Q. Force Majeure Neither party shall be liable to the other for any breach or delay in the performance of its obligations hereunder if and to the extent that such breach or delay is caused due to a Force Majeure event. Upon occurrence of a Force Majeure event, the non-performing party shall be excused from further performance of its obligations until such Force Majeure event ceases to prevent or hinder the performance of those obligations. R. Entire Agreement This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or representations, whether written or oral, relating to the subject matter of this Agreement. No change or modification of this Agreement shall be valid or binding upon the parties unless in writing and signed by both parties. EXHIBIT A REC (RENEWABLE ENERGY CONSULTANT) Compensation The below commission and compensation structure is agreed to be confidential and should this document, verbal, digital or physical, be communicated with any other person or entity, REC will be in breach of this agreement and all, past or current customers referred to COMPANY will be null, and void of any compensation and the Business Development Agreement and SOW shall be immediately defunct. No compensation to REC will be due by COMPANY. REC COMPENSATION: To be paid by COMPANY 5 to 10 business days from receipt of payment to COMPANY from Supernova which is typically within sixty (60) days of final contracts or Power Purchase Agreements signed by customer for EV, Solar and Renewable Energy and Energy Efficiency Services & Products. REC acknowledges COMPANY has no responsibility for paying commissions or referral fees to their third-party affiliate partners and it is the REC responsibility for those payments. REC holds COMPANY harmless from any actions. A. EV Chargers Initial Compensation: REC will receive a one-time payment of $1,300.00 per EV charger station. COMPANY will compensate REC 5 to 10 business days from receipt of payment to COMPANY from Supernova which is typically within 60 days of final contract signed by end user. REC will receive an override payment per installation contract signed by end user that was referred by a person whom the REC referred to the COMPANY to act as a renewable energy consultant (“Downline”) equal to the spread between the REC’s compensation and the compensation of their Downline. REC is protected should an EV charger not be utilized. There will be no charge back situations that will be brought upon REC from COMPANY. Once COMPANY is ready to pay compensation, REC is paid 5 to 10 business days from receipt of payment from Supernova which is typically within 60 days, no charge backs can occur under this agreement. All “REC” that are in direct contract with COMPANY, the commission for that “REC” will be paid directly by the COMPANY. 5-Year Trail Compensation “Trail”: REC will receive a trail compensation of $70 per month per active EV charger contract facilitated by the COMPANY for up to a five (5) year period which starts upon the execution date of the contract with the end user. After the maximum five (5) year period the Trail for the EV charger will cease to be paid. COMPANY will compensate REC 5 to 10 business days following receipt of payment from Supernova which is typically within 60 days of EV charger contract fully executed for Trail. All “REC’s” that are in direct contract with COMPANY, the commission for that “REC” will be paid directly by the COMPANY. EV Charger Compensation Default Clause: Should an EV charger not be utilized with an average of 30 or more charges per month over a 180-day time period after installation, any and all trail compensation on the EV charger will end for REC and any direct partners associated to the case. B. Solar and Battery Installations Percentage Compensation: REC, will receive 4.5% of the gross amount also referred to as Gross Contract Cost (GCC) per solar and battery installation contract signed by end user. COMPANY will compensate half the amount of the compensation to REC 5 to 10 business days following its receipt of payment from Supernova which is typically within 60 days of solar and battery signed final contract execution date per project, and the second half will be paid when construction of the project begins. The initial PPA or Lease Agreement signed will start the contractual process with the end user but is not the determining factor until the final GCC is determined and is signed by end user. REC will receive an override payment per solar and battery installation contract signed by end user that was referred by their Downline equal to the spread between the REC’s compensation and the compensation of their Downline. All “REC’s” that are in direct contract with COMPANY, the commission for that “REC” will be paid directly by the COMPANY. REC is protected under any situation of solar and battery installation. There will be no charge back situations that will be brought upon REC from COMPANY. Once compensation is paid to REC from COMPANY, no charge backs can occur under this agreement. Any Solar deals signed outside of the United States may incur a different commission plan. This will be a case-by-case situation. C. General Terms All compensation will be paid monthly, in accordance with articles A and B under Compensation in this agreement. REC is responsible for all applicable taxes related to the compensation received. COMPANY agrees to REC that each end user for all EV Charging Stations and Solar / Battery installations will be completed in a prompt manner and COMPANY will communicate with end user in a timely manner. If there is a change of control of COMPANY, COMPANY agrees that REC will receive all earned compensation according to Exhibit A of this agreement. By typing your full legal name below and pressing Submit, you agree to all of the above terms and conditions of this Agreement and understand that this Agreement is made effective as of today's date.