Common use of Non-Included System Services Clause in Contracts

Non-Included System Services. If the Company desires Provider to perform any Non-Included System Services, then the Company will submit a written request for such services to Provider. If Provider agrees to provide the Non-Included System Services, it will do so in accordance with the provisions of this Agreement. Provider will not perform Non-Included System Services until the Parties have reached agreement in writing setting forth what the Non-Included System Services will cost. Notwithstanding the foregoing, if Provider determines, in accordance with Prudent Industry Standards, that it must furnish any Non-Included System Services on an emergency basis in order to prevent an imminent danger of injury, loss or damage (“Emergency Services”), if the situation allows, Provider shall attempt to notify the Company via telephone and email (using the telephone number and email address provided for the Company in Section 9.2 below) prior to the performance of any Emergency Services. Should Provider be unable to notify or contact the Company prior to providing any Emergency Services, Provider shall be authorized to perform such Emergency Services without prior approval from the Company and shall notify the Company immediately thereafter in writing specifying the nature of the emergency and the Emergency Services performed; provided that Provider (a) will not have any duty to perform such Emergency Services nor will it incur any liability or obligation by reason of not performing any such Emergency Services and (b) shall cease to perform Emergency Services and not incur any costs and/or expenses in connection therewith immediately after such imminent danger of injury, loss or damage to a Project has passed without the prior consent of the Company (it being agreed and understood that no reimbursement shall be owing by the Company to Provider for Emergency Services performed in violation of this proviso (b)). Provider shall perform any such Emergency Services in accordance with the provisions of this Agreement. The Company shall reimburse Provider for all reasonable expenses associated with Provider’s performance of any such Emergency Services, except to the extent such Emergency Services are required due to (i) the negligence of or failure of Vivint Solar Developer, LLC to install the applicable Covered Project in accordance with the terms of the EPC Agreement and the costs therefor are covered under the warranty provided in Section 3.4 of the EPC Agreement, solely if Provider is then an Affiliate of Vivint Solar Developer, LLC or (ii) Provider’s negligence or its failure to perform its material obligations under this Agreement.

Non-Included System Services. If the Company desires Provider to perform any Non-Included System Services, then the Company will submit a written request for such services to Provider. If Provider agrees to provide the Non-Included System Services, it will do so in accordance with the provisions of this Agreement. Provider will not perform Non-Included System Services until the Parties have reached agreement in writing setting forth what the Non-Included System Services will cost. Notwithstanding the foregoing, if Provider determines, in accordance with Prudent Industry Standards, that it must furnish any Non-Included System Services on an emergency basis in order to prevent an imminent danger of injury, loss or damage (“Emergency Services”), if the situation allows, Provider shall attempt to notify the Company via telephone and email (using the telephone number and email address provided for the Company in Section 9.2 below) prior to the performance of any Emergency Services. Should Provider be unable to notify or contact the Company prior *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. to providing any Emergency Services, Provider shall be authorized to perform such Emergency Services without prior approval from the Company and shall notify the Company immediately thereafter in writing specifying the nature of the emergency and the Emergency Services performed; provided that Provider (a) will not have any duty to perform such Emergency Services nor will it incur any liability or obligation by reason of not performing any such Emergency Services and (b) shall cease to perform Emergency Services and not incur any costs and/or expenses in connection therewith immediately after such imminent danger of injury, loss or damage to a Project has passed without the prior consent of the Company (it being agreed and understood that no reimbursement shall be owing by the Company to Provider for Emergency Services performed in violation of this proviso (b)). Provider shall perform any such Emergency Services in accordance with the provisions of this Agreement. The Company shall reimburse Provider for all reasonable expenses associated with Provider’s performance of any such Emergency Services, except to the extent such Emergency Services are required due to (i) the negligence of or failure of Vivint Solar Developer, LLC to install the applicable Covered Project in accordance with the terms of the EPC Agreement and the costs therefor are covered under the warranty provided in Section 3.4 of the EPC Agreement, solely if Provider is then an Affiliate of Vivint Solar Developer, LLC or (ii) Provider’s negligence or its failure to perform its material obligations under this Agreement.