Terms

1. DEFINITIONS

"Aggregated/Anonymized Data" means data, benchmarks, analytics, models, statistics, usage data, performance data, market data, pricing data, lead-time data, supplier/OEM data, transactional data, and derivatives generated or derived by CGP that do not identify Customer as the source.

"Authorized Users" means Customer’s employees, contractors, consultants, advisors, representatives, and other users authorized by Customer to access the Coordination Platform or receive Platform Outputs under an applicable Order Form.

"CGP Materials" means the Coordination Platform, software, APIs, databases, data schemas, workflows, templates, dashboards, documentation, reports, models, analytics, algorithms, orchestration logic, methods, processes, know-how, supplier/OEM profiles, market intelligence, pricing and lead-time intelligence, benchmarks, usage data, resultant data, Aggregated/Anonymized Data, derivative works, improvements, modifications, and any other materials owned, developed, used, provided, made available, generated, or derived by CGP.

"Coordination Platform" means CGP’s proprietary software, systems, dashboards, databases, workflows, APIs, reporting tools, and related technology used to support sourcing, coordination, procurement, transaction tracking, execution tracking, analytics, reporting, and related project or transaction activities.

"Customer Data" means data, information, content, specifications, drawings, documents, project information, user content, and other materials provided by or on behalf of Customer or made available to CGP through the Coordination Platform or services, excluding CGP Materials, Platform Outputs, platform usage data, resultant data, Aggregated/Anonymized Data, benchmarks, analytics, models, and CGP-created derivatives that do not identify Customer.

"Fees" is defined in Section 5.

“Goods” means equipment, components, materials, parts, systems, products, or other goods manufactured, supplied, sold, resold, procured, coordinated, or made available by an OEM, supplier, or Third-Party Provider under an Order Form.

“Losses” means all claims, damages, liabilities, penalties, fines, costs, expenses, investigation costs, and reasonable attorneys’ fees.

“OEM” means the original equipment manufacturer.

“Order Form” means a written document executed by the Parties that references this Agreement or states that it is governed by this Agreement.

“Platform Outputs” means reports, tracking views, dashboards, forecasts, recommendations, sequencing guidance, analytics, benchmarks, lead-time information, pricing information, availability information, alerts, data visualizations, and other outputs generated or made available through the Coordination Platform.

“Principal/Reseller Transaction” means a transaction where an Order Form expressly states that CGP is acting as principal, seller, or reseller with respect to specified Goods.

“Protected Introduction” means any OEM, supplier, capital provider, logistics provider, insurance provider, service provider, commercial counterparty, product availability, quote, pricing, lead-time information, supplier/OEM identity, supplier/OEM profile, bid, proposal, platform-visible opportunity, meeting, call, email, introduction, or transaction structure introduced, provided, surfaced, or facilitated by CGP.

“Term” is defined in Section 7.1.

“Third-Party Provider” means any OEM, supplier, logistics provider, financing provider, insurance provider, software provider, data provider, service provider, subcontractor, capital provider, platform partner, or other third party supporting a project, transaction, service, platform activity, or Order Form.

2. ROLE; SCOPE; CUSTOMER RESPONSIBILITIES; NON-CIRCUMVENTION

1. Role and Scope. CGP may provide services and transaction support stated in an Order Form, including brokerage/referral, sourcing/procurement coordination, resale, payment-intermediary or flash-title structures, software/platform access, data/analytics, implementation, professional services, logistics coordination, financing/insurance introductions, and related support. Unless an Order Form expressly states otherwise, CGP acts only as an independent contractor and transaction coordinator, and not as Customer’s agent, fiduciary, OEM, manufacturer, engineer, installer, carrier, freight forwarder, customs broker, insurer, lender, guarantor, or project manager.

Any agency, title/risk, fiduciary, reseller, professional-services, payment-intermediary, flash-title, or third-party performance obligation must be expressly stated in the Order Form and will not be implied from labels, invoices, payment flows, purchase order support, logistics coordination, platform use, communications, conduct, or course of dealing. Unless an Order Form expressly states otherwise, OEM contracts, warranties, delivery obligations, title, and risk of loss run directly between Customer and the applicable OEM or Third-Party Provider, and CGP does not take title to Goods or assume risk of loss.

Except for any Principal/Reseller Transaction, software/platform access, data/analytics product, implementation or professional-services engagement, payment-intermediary structure, or other transaction structure expressly stated in an Order Form, CGP’s sourcing, coordination, logistics, financing, insurance, scheduling, and execution-support activities are limited to advice, coordination, facilitation, and administration. CGP may use subcontractors and Third-Party Providers to perform or support the services.

2. Customer Responsibilities. Customer controls and remains responsible for all commercial, technical, procurement, project, site, engineering, installation, commissioning, operation, compliance, financing, insurance, tax credit, grant, interconnection, utility, and execution decisions, including decisions made using Platform Outputs, analytics, recommendations, schedules, forecasts, pricing information, lead-time information, availability information, sequencing guidance, or dashboards. CGP does not provide engineering, construction, installation, manufacturing, logistics execution, customs brokerage, financing, insurance, legal, tax, accounting, investment, compliance, or other licensed professional services unless expressly stated in an Order Form and legally permitted.

3. Execution Reliance; Suspension. Customer has ten (10) days to object to visible Platform Outputs, milestones, schedules, sequencing assumptions, drawings, specifications, submittals, documents, or coordination items. If Customer does not object within that period, CGP may rely on them for coordination and sequencing purposes only; Customer does not waive legal rights or accept defective Goods. Customer delay, missed approvals, incomplete information, payment delays, specification changes, or late decisions may affect price, factory slots, availability, logistics, schedule, and other project impacts for which Customer is responsible. CGP may suspend, pause, delay, or limit services, platform access, order progression, shipment release, third-party coordination, or related activity for material breach, non-payment of undisputed amounts, fraud, misuse, violation of use restrictions, legal or regulatory requirements, or failure to provide required approvals, compliance information, insurance evidence, payment, or decisions. Except for fraud, illegality, legal compulsion, misuse, security risk, or immediate need to preserve a transaction or avoid third-party loss, CGP will provide written notice and ten (10) days to cure.

4. Non-Circumvention. For twelve (12) months after a Protected Introduction, Customer shall not, directly or indirectly through affiliates or agents acting on Customer’s behalf, bypass CGP or obtain the same or substantially similar goods or services covered by that Protected Introduction from the applicable counterparty without compensating CGP. If Customer breaches this Section, Customer shall pay CGP the Fees that would have been payable under the applicable Order Form, or if no Order Form exists, commercially reasonable fees, margins, or compensation consistent with similar CGP transactions. CGP may seek equitable relief for breach or threatened breach. This Section does not apply where Customer proves with contemporaneous written records that, before CGP’s involvement, Customer had an active, direct, pre-existing relationship or discussion with the applicable counterparty for the same specific scope. This Section survives expiration or termination.

3. PLATFORM; IP; DATA; CONFIDENTIALITY

1. Platform Access. Subject to Customer’s compliance with this Agreement and the applicable Order Form, CGP grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable Order Form term to access and use the Coordination Platform, CGP Materials, and Platform Outputs solely for Customer’s internal business purposes and solely for the projects, users, scope, and usage limits stated in the applicable Order Form. CGP reserves all rights not expressly granted and may update or modify the Coordination Platform and CGP Materials from time to time, provided that CGP does not materially reduce functionality expressly committed in an active Order Form. CGP will maintain commercially reasonable safeguards for the Coordination Platform.

Customer is responsible for its systems, devices, credentials, Authorized Users, Customer Data, and all activity through Customer accounts, credentials, or Authorized Users.

2. Ownership; Customer Data; Outputs. CGP owns and retains all right, title, and interest in and to CGP Materials and all related intellectual property, whether created before, during, or after the Term. Customer owns Customer Data, subject to the rights granted to CGP.

Customer grants CGP a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, use, analyze, store, reproduce, modify, and otherwise process Customer Data as needed to provide, support, secure, troubleshoot, improve, and enforce this Agreement; operate and improve the Coordination Platform; generate Platform Outputs; create Aggregated/Anonymized Data; and comply with law.

Platform Outputs are informational tools only and may be used by Customer solely for internal business purposes under the applicable Order Form. CGP may use and commercialize feedback and Aggregated/Anonymized Data without restriction, provided that CGP does not identify Customer as the source of the underlying Customer Data.

3. Use Restrictions. Customer shall not, directly or indirectly: copy, modify, scrape, harvest, export, resell, sublicense, publish, create derivatives from, reverse engineer, decompile, decode, or attempt to derive the source code, architecture, workflows, models, algorithms, data structures, or methods of the Coordination Platform, CGP Materials, or Platform Outputs; use CGP Materials, Platform Outputs, supplier/OEM data, pricing data, lead-time data, market intelligence, benchmarks, or transaction structures for competitive analysis or to build, train, improve, or support a competing product, service, database, marketplace, sourcing platform, procurement platform, orchestration platform, broker/reseller business, analytics product, or AI/modeling system; share Platform Outputs except as necessary for Customer’s internal project use under confidentiality obligations at least as protective as this Agreement; use CGP Materials to bypass CGP, replicate CGP’s supplier/OEM network, or avoid payment of Fees; access another customer’s data; upload harmful code or sensitive, regulated, export-controlled, ITAR, classified, CUI, PHI, PCI, or similarly sensitive data unless expressly agreed in writing; or use the platform for automatic control, safety-critical systems, grid operations, life-safety systems, or similar high-risk environments.

4. Confidentiality. “Confidential Information” means any non-public business, technical, commercial, financial, operational, legal, strategic, or proprietary information disclosed by either Party that is marked confidential or reasonably should be understood to be confidential, including CGP Materials, the Coordination Platform, Platform Outputs, software, workflows, algorithms, models, dashboards, reports, supplier/OEM lists and profiles, supplier/OEM relationships, pricing information, lead-time information, availability information, sourcing information, logistics information, financing and insurance introductions, market intelligence, transaction structures, business methods, margins, fees, rebates, referral compensation, supplier-side economics, commercial arrangements, non-public product plans, and non-public platform functionality.

Confidential Information excludes information the receiving Party proves through contemporaneous written records was already known without restriction, becomes public without breach, is received from a third party without restriction and without breach of duty, or is independently developed without use of Confidential Information.

The receiving Party may use Confidential Information only to exercise rights or perform obligations under this Agreement and Order Forms, must protect it using at least reasonable care, and may disclose it only to representatives with a need to know who are bound by confidentiality obligations at least as protective as this Agreement. The receiving Party is responsible for breaches by its representatives.

If legally compelled to disclose Confidential Information, the receiving Party must, to the extent legally permitted, provide prompt notice, cooperate in seeking protective treatment, and disclose only the minimum legally required portion.

Trade secret obligations survive as long as protected by law; all other confidentiality obligations survive for five (5) years after disclosure or termination, whichever is later.

4. PRINCIPAL/RESELLER TRANSACTIONS

This Section applies only if an Order Form expressly states that CGP is acting as principal, seller, or reseller with respect to specified Goods. It does not apply to broker, referral, sourcing, coordination, software/platform, data/analytics, payment-intermediary, or professional services transactions unless expressly stated in the Order Form.

No Principal/Reseller Transaction is binding on CGP unless CGP accepts the applicable Order Form and any required initial payment, deposit, compliance information, insurance evidence, approvals, and other Order Form conditions have been satisfied. CGP rejects all Customer purchase order terms, procurement portal terms, vendor onboarding terms, invoice terms, clickwrap terms, and other Customer-side terms unless expressly accepted in writing by CGP. The Order Form controls the Goods, price, delivery point, payment schedule, title/risk allocation, insurance responsibility, cancellation terms, and special terms.

Delivery dates are estimates and are subject to OEM, manufacturer, supplier, shipping, customs, port, freight, permitting, inspection, market, force majeure, supply-chain, and other third-party delays. Title and risk pass as stated in the Order Form; if silent, title and risk pass to Customer at EXW OEM factory or upon release to the first carrier, whichever is earlier. Customer is responsible for insurance from the point title or risk passes.

Customer must inspect Goods within ten (10) days after receipt and give written notice of Nonconforming Goods with reasonable supporting detail. “Nonconforming Goods” means only Goods materially different from agreed specifications/shop drawings or packaging that incorrectly identifies contents. Customer’s exclusive remedy for Nonconforming Goods is, at CGP’s option, repair, replacement, credit, refund, or pass-through OEM remedy. All sales are one-way/no-return except as expressly stated in the Order Form.

Customer is responsible for taxes, tariffs, duties, import/export compliance, customs requirements, site suitability, permits, installation, commissioning, operation, maintenance, interconnection, end use, and use of Goods. OEM/manufacturer warranties are the only product warranties unless CGP expressly provides a separate written warranty in the Order Form. CGP may pass through assignable OEM warranties but does not independently warrant design, manufacture, performance, suitability, compliance, availability, or delivery timing.

Cancellation after order acceptance makes Customer responsible for non-cancelable obligations, OEM/supplier cancellation charges, deposits, committed milestone payments, work performed, CGP Fees, and other Order Form amounts. Changes require a written change order or amended Order Form. Informal emails, platform comments, texts, conduct, or partial performance do not modify the transaction, and Customer is responsible for price, schedule, availability, and other impacts from requested changes or Customer delay.

5. FEES; PAYMENT; CANCELLATION; CHANGES

1. Fees. “Fees” means any commissions; brokerage, referral, sourcing, coordination, transaction, milestone, success, retainer, implementation, professional services, software/platform, data/analytics, reporting, dashboard, benchmark, workflow, logistics, financing, insurance, OEM, supplier, partner-related, embedded-margin, resale-margin, spread, rebate, participation, referral-compensation, supplier-side, or other commercial consideration stated in or permitted by an Order Form. Unless an Order Form expressly states otherwise, CGP is not required to disclose its costs, margins, supplier-side economics, rebates, participation economics, referral compensation, or other commercial arrangements, and CGP may earn compensation from Customer, OEMs, suppliers, logistics providers, financing providers, insurance providers, referral partners, platform partners, or other third parties. Fees are earned as stated in the Order Form and are not contingent on OEM delivery, project completion, energization, financing close, logistics outcome, Customer revenue, or third-party performance unless the Order Form expressly states otherwise.

2. Payment. Time is of the essence for all payments. Unless an Order Form states otherwise, invoices are due within thirty (30) days after the invoice date. Customer must dispute any invoice in writing within ten (10) days after receipt of the invoice with reasonable supporting detail, or the invoice is deemed accepted. Customer must timely pay all undisputed amounts. Late amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Customer shall reimburse CGP for reasonable collection costs, including reasonable attorneys’ fees. Customer may not use paid-when-paid, paid-if-paid, owner-payment contingencies, project-financing contingencies, withholding, offset, recoupment, debit, deduction, or similar defenses unless expressly accepted by CGP in the Order Form. Customer remains responsible for Fees, pass-through costs, taxes, tariffs, duties, freight, insurance, storage, cancellation charges, deposits, committed milestone payments, third-party charges, and non-cancelable or non-recoverable obligations incurred or committed before cancellation, termination, suspension, or scope reduction.

3. Order Form Changes. Changes to scope, specifications, Goods, OEM, quantities, sequencing, delivery, commercial structure, timing, title/risk, payment schedule, or other Order Form terms require a written change order or amended Order Form. CGP has no obligation to implement a change unless accepted in writing by CGP and any affected OEM or Third-Party Provider, Customer has paid any required amounts, and all stated conditions have been satisfied.

6. WARRANTIES; INDEMNITY; LIABILITY; COMPLIANCE; INSURANCE

1. Warranties. Each Party represents that it is duly organized, has authority to enter into this Agreement, and that this Agreement is binding on it. CGP warrants that professional services, if any, will be performed in a commercially reasonable manner. Customer warrants that it has all rights and consents needed for Customer Data and Customer instructions.

CGP does not warrant or guarantee OEM availability, manufacturing capacity, schedules, delivery timing, product performance, site compatibility, interconnection, financing outcomes, cost savings, schedule improvement, project completion, energization, compliance outcomes, tax credit eligibility, grant eligibility, utility approval, or third-party performance.

Except for express warranties stated in this Agreement or an Order Form, CGP provides services, CGP Materials, the Coordination Platform, Platform Outputs, analytics, recommendations, and related materials “as is” and disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, performance, suitability, compatibility, availability, accuracy, and project outcomes.

OEM/manufacturer warranties are the only product warranties for Goods unless CGP expressly gives a separate written warranty in an Order Form. CGP makes no warranty of non-infringement, and Section 6.2 states Customer’s sole remedy and CGP’s sole liability for third-party IP infringement claims.

2. Indemnity. CGP shall indemnify Customer from Losses arising from third-party claims alleging that the Coordination Platform or CGP-provided software/services infringe U.S. IP rights.

These obligations do not apply to portions or components of the CGP-provided software/services (i) not supplied by CGP, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by CGP, (iv) combined with other products, processes, or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the CGP-provided software/services is not strictly in accordance with this Agreement.

Customer shall indemnify CGP from Losses arising from (i) third-party claims alleging infringement or misappropriation of a copyright, trademark, or trade secret resulting from CGP’s authorized use of Customer Data and (ii) Customer’s breach or alleged breach of Section 3.3 (Use Restrictions).

The indemnified Party must promptly notify the indemnifying Party, reasonably cooperate at the indemnifying Party’s expense, and allow the indemnifying Party to control defense and settlement; the indemnifying Party may not settle in a way that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified Party without consent. Failure to give prompt notice relieves the indemnifying Party only to the extent materially prejudiced.

3. Limitation of Liability. CGP will not be liable for loss of production, use, business, revenue, profit, data, goodwill, replacement goods or services, diminution in value, project delay, financing delay, tax credit loss, grant loss, utility delay, interconnection delay, or consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, regardless of theory, foreseeability, or notice.

For any Principal/Reseller Transaction, CGP’s aggregate liability shall not exceed the fees, margin, spread, or other compensation actually retained by CGP for the specific transaction, excluding amounts paid or payable to OEMs, suppliers, logistics providers, insurers, financing parties, tax authorities, freight providers, customs brokers, storage providers, or other third parties.

For all other claims, except for its (i) indemnification obligations under Section 6.2, (ii) confidentiality obligations under Section 3.4, and (iii) fraud, gross negligence, or willful misconduct, CGP’s aggregate liability shall not exceed Fees actually paid to CGP under the applicable Order Form during the twelve (12) months preceding the event giving rise to liability.

Customer’s payment obligations, including Fees, pass-through amounts, third-party charges, taxes, tariffs, duties, freight, insurance, storage, cancellation charges, non-cancelable commitments, and other amounts owed under an Order Form, are not damages and are not subject to the limitation of liability. These limitations apply to the maximum extent permitted by law, regardless of theory, even if a remedy fails of its essential purpose.

4. Compliance; Insurance. Customer is responsible for determining whether Goods, services, software, suppliers, OEMs, transaction structures, imports, exports, grants, tax credits, site requirements, utility requirements, interconnection requirements, government contracts, subcontracts, flow-downs, domestic preference laws, cybersecurity requirements, and end-use requirements apply.

CGP makes no representation, warranty, certification, or covenant regarding country of origin, domestic content, Buy American Act, Trade Agreements Act, Berry Amendment, FAR/DFARS, federal procurement rules, grant compliance, tax credit eligibility, utility requirements, interconnection requirements, cybersecurity frameworks, import/export compliance, sanctions, or end-use compliance unless expressly stated in an Order Form signed by CGP.

Customer must not flow down special compliance obligations to CGP unless CGP expressly accepts them in the Order Form. CGP may reject, cancel, suspend, reprice, or require additional terms if a transaction may impose regulatory obligations not expressly accepted by CGP. Customer indemnifies CGP for claims, audits, penalties, investigations, Losses, or costs arising from Customer’s failure to disclose or comply with these requirements.

Customer is responsible for project risk and for insuring Goods from the point title or risk of loss passes to Customer. CGP does not provide insurance or act as insurer unless expressly stated in an Order Form; insurance introductions are introductions only.

7. TERM; TERMINATION; MISCELLANEOUS

1. Term; Termination; Survival. This Agreement continues for the initial service term specified in the Order Form and automatically renews for additional periods of the same duration, unless either Party requests termination at least sixty (60) days before the end of the then-current term.

Either Party may terminate this Agreement or an Order Form for material breach not cured within ten (10) days after written notice.

Upon expiration or termination, Customer must stop using the Coordination Platform, CGP Materials, and Platform Outputs except as expressly permitted in writing by CGP. Customer remains responsible for accrued Fees, payment obligations, pass-through amounts, non-cancelable obligations, committed third-party costs, and obligations that arose before termination.

CGP may retain Customer Data as needed for legal, accounting, audit, backup, dispute, compliance, enforcement, and business record purposes, subject to confidentiality obligations.

Sections relating to non-circumvention, Principal/Reseller Transactions, Fees and payment, IP, data, Platform Outputs, confidentiality, warranties, indemnity, liability, compliance, insurance, termination effects, miscellaneous terms, and any provisions that by their nature should survive, survive expiration or termination.

2. Miscellaneous. Except to the limited extent an Order Form expressly appoints CGP as Customer’s agent for a specifically described purpose, the Parties are independent contractors and nothing creates a partnership, joint venture, employment relationship, fiduciary relationship, broader agency, or authority to bind the other Party.

This Agreement is non-exclusive; CGP may support others, including customers in similar industries or pursuing similar projects, and does not guarantee exclusivity, supply allocation, factory slots, availability, pricing, lead times, or project outcomes unless expressly stated in an Order Form.

In the event of conflict, the following order controls: (1) the applicable Order Form, solely for the specific transaction and solely to the extent it expressly identifies the provision being overridden; (2) this Agreement; (3) any CGP-approved statement of work, exhibit, schedule, or attachment; and (4) any other document expressly incorporated by CGP.

Customer purchase orders, procurement portal terms, vendor onboarding terms, invoice terms, email terms, clickwrap terms, or other Customer-provided terms are rejected and have no effect unless expressly signed by CGP in a writing that specifically states it amends this Agreement.

CGP may assign this Agreement or any Order Form to an affiliate or in connection with a merger, acquisition, financing, restructuring, reorganization, corporate transaction, or sale of substantially all assets. Customer may not assign this Agreement or any Order Form without CGP’s prior written consent, except to a successor that assumes all obligations in writing and is not a CGP competitor. Any prohibited assignment is void. There are no third-party beneficiaries.

Neither Party is liable for delay or failure caused by events beyond reasonable control, including OEM, supplier, port, customs, logistics, utility, labor, government, market, supply-chain, or transportation delays; force majeure does not excuse payment obligations.

Notices must be in writing and delivered by email, recognized courier, or other method stated in the applicable Order Form. Amendments and waivers must be in signed writings.

This Agreement and applicable Order Forms are the entire agreement. If any provision is unenforceable, the rest remains in effect. Electronic signatures and counterparts are valid. CGP may seek equitable relief for breach or threatened breach of confidentiality, IP, use restrictions, non-circumvention, or platform restrictions.

This Agreement is governed by New York law, with exclusive venue in New York County, New York. Each Party waives jury trial. The prevailing Party in any dispute may recover reasonable attorneys’ fees and costs.