ZAZA CELL Power & Service Agreement
This CELL Power & Service Agreement (“Agreement”) is entered into between ZAZA (“ZAZA”) and the purchasing entity identified in the Order Summary (“Customer”).
By electronically signing this Agreement and completing payment, Customer purchases the CELL equipment and associated long-term services described below.
1. Agreement
ZAZA will provide Customer with a complete decentralized CELL power system configured for the rated generating capacity selected at checkout.
The transaction consists of:
CELL Hardware
Customer purchases the CELL equipment required for the selected rated generating capacity.
10-Year Refill & Service
ZAZA provides the contracted hydrogen refill, logistics, maintenance, replacement, and support services for the Term.
Rated Generating Capacity: [] MW
Term: 10 Years
Service Availability: 99.99%
Payment: Initial ACH deposit credited to the Total Contract Price; remaining balance through institutional payments.
Total Contract Price: $[_____]
2. Decentralized Generation
CELL is an on-site decentralized generation system.
CELLs are delivered without hydrogen inventory unless otherwise stated in the Order Summary.
Customer-owned CELLs generate electricity at Customer’s facility for Customer’s use.
ZAZA provides the hardware, hydrogen refill service, logistics, maintenance, replacement support, and related services required under this Agreement.
Unless expressly stated otherwise in the Order Summary, this Agreement does not provide for the sale or transmission of electricity through an electric utility grid.
3. Payment
Customer will pay an initial ACH deposit credited toward the Total Contract Price. The remaining balance is payable through the institutional payments workflow according to the payment schedule stated in the Order Summary. The deposit amount, due date and refundability are specified in the deposit request and this Agreement.
Payment purchases the CELL hardware identified in the Order Summary and prepays the contracted refill and service program for the full 10-year Term.
Except as expressly stated in the Order Summary, Customer owes no additional charge for services included within the prepaid service program.
4. Delivery & Commercial Operation
ZAZA will manufacture, deliver, install, test, and commission the contracted CELL system.
The service Term begins on the Commercial Operation Date (“COD”).
COD occurs when the CELL system has completed commissioning and demonstrated the rated generating capacity specified in the Order Summary at the defined electrical interface.
5. Refill Service
ZAZA will provide hydrogen refill and associated logistics required by the contracted service program.
ZAZA is responsible for its contracted fuel supply, transportation, refill operations, and associated service infrastructure up to the defined CELL service interface.
Customer is responsible for providing reasonable site access and satisfying Customer obligations necessary for ZAZA to perform scheduled refill and service operations.
6. 99.99% Service Availability
ZAZA guarantees 99.99% Service Availability for the contracted CELL system during the Term, subject to the terms of this Agreement.
Service Availability means the availability of sufficient serviced CELL capacity and contracted fuel service to support the rated generating capacity identified in the Order Summary.
Availability is measured at the contracted CELL system level rather than by the operational status of any individual CELL.
ZAZA may maintain additional CELL capacity as reserve or replacement capacity.
Reserve CELLs may replace or supplement unavailable CELLs so that individual CELL maintenance, repair, or failure does not necessarily interrupt the Customer’s available generating capacity.
7. Maintenance & Replacement
ZAZA will provide contracted maintenance, repair, replacement, and technical support for the CELL system throughout the Term.
ZAZA may repair, replace, upgrade, or substitute CELL equipment with equipment of equivalent or greater functional capability when reasonably necessary to maintain the contracted service.
Individual CELL maintenance or replacement does not constitute downtime while sufficient CELL capacity remains available to satisfy the contracted system capacity.
8. Downtime Guarantee
Customer will be made whole for qualifying service downtime attributable to ZAZA that causes Service Availability to fall below 99.99%.
ZAZA may satisfy the applicable remedy through either:
Service Credit: equivalent additional refill/service value provided at no additional charge; or
Cash Refund: refund of the prepaid service value attributable to the qualifying downtime.
The applicable value will be calculated according to the pricing basis stated in the Order Summary.
Downtime caused solely by Customer equipment, Customer-requested shutdowns, Customer’s failure to provide required site access, infrastructure outside ZAZA’s contracted scope, or qualifying Force Majeure is excluded.
9. Failure To Perform
If ZAZA permanently fails to provide prepaid refill or service obligations, Customer will be refunded the prepaid value attributable to the service ZAZA will not provide.
For partial failure, the refund corresponds to the affected undelivered service.
For permanent discontinuation of the remaining contracted service, Customer will receive the prepaid value attributable to the remaining undelivered service.
Amounts attributable to CELL hardware already purchased and delivered are treated separately from undelivered prepaid services unless the applicable hardware itself is subject to a refund, warranty, or replacement obligation under this Agreement.
10. Ownership
Upon the applicable transfer of title stated in the Order Summary, Customer owns the purchased CELL hardware.
ZAZA retains ownership of ZAZA-owned logistics infrastructure, refill equipment, reserve equipment not sold to Customer, intellectual property, software, tooling, and other assets not expressly transferred under the Order Summary.
Ownership of CELL hardware does not transfer ownership of ZAZA intellectual property incorporated into or used to operate or service the system.
11. Customer Responsibilities
Customer will provide the site conditions, electrical infrastructure, access, security, permits, and other Customer-side requirements identified in the Order Summary or applicable technical specifications.
Customer will not materially modify CELL equipment in a manner that compromises safety, certification, performance, or ZAZA’s ability to provide the contracted service.
12. Force Majeure
Neither party is responsible for failure caused by extraordinary circumstances beyond its reasonable control that could not reasonably have been prevented or overcome.
Ordinary CELL failure, scheduled maintenance, or another condition that the contracted reserve/replacement architecture is reasonably designed to address does not by itself constitute Force Majeure.
13. Default & Termination
Either party may terminate this Agreement following a material breach by the other party that remains uncured following written notice and a reasonable opportunity to cure.
If Customer terminates because of ZAZA’s uncured material failure to provide prepaid services, ZAZA will refund the prepaid value attributable to the remaining undelivered services.
Rights relating to delivered hardware, accrued payment obligations, intellectual property, liability, and other provisions intended to survive termination remain effective.
14. Liability
Neither party will be liable for indirect, incidental, special, punitive, or consequential damages except where prohibited by applicable law or expressly stated otherwise in the Order Summary.
ZAZA’s express refund, replacement, warranty, and service-credit obligations under this Agreement are not eliminated by this limitation.
15. Order Summary
The Order Summary generated at checkout forms part of this Agreement.
Customer: [Legal Entity]
Facility: [Site]
CELL Quantity: [___]
Rated Generating Capacity: [___] MW
CELL Hardware Price: $[________]
10-Year Refill & Service Price: $[________]
Total Contract Price: $[________]
Payment: Initial ACH deposit credited to the Total Contract Price; remaining balance through institutional payments.
Service Term: 10 Years from COD
Service Availability: 99.99%
Target COD: [________]
CELL Electrical Interface: [________]
Service / Refill Interface: [________]
Governing Law: [________]
Title Transfer: [________]
Downtime Service-Value Basis: [________]
Remaining Payment Schedule: [________]
Initial Deposit Amount: $[________]
Deposit Due Date: [________]
Deposit Refundability: [________]
The Order Summary controls with respect to transaction-specific commercial terms.
16. Entire Agreement
This Agreement and the applicable Order Summary constitute the entire agreement between ZAZA and Customer concerning the purchased CELL system and contracted services.
Any amendment must be agreed to by both parties in writing or electronically.
17. Electronic Execution
The parties agree to conduct this transaction electronically.
By selecting “Sign & Purchase CELL Power”, Customer’s authorized representative confirms that they:
1. are authorized to bind Customer;
2. have reviewed and accepted this Agreement and the Order Summary;
3. authorize the initial deposit specified in the deposit request, credited toward the Total Contract Price, and agree to the remaining payment schedule in the Order Summary;
4. consent to electronic execution and delivery; and
5. agree that the electronically executed Agreement and Order Summary constitute the parties’ binding agreement.
A completed copy of the Agreement and Order Summary will be made available to both parties.
Order acceptance
CUSTOMER
Legal Entity: ______________________________
Authorized Representative: ______________________________
Title: ______________________________
Electronic Signature: ______________________________
Date: ______________________________
ZAZA
Authorized Representative: ______________________________
Title: ______________________________
Electronic Signature: ______________________________
Date: ______________________________