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Clean Energy Project Agreement 1264 Energy Lane Saint Paul, MN 55108 800.620.3370 AllEnergySolar.com 6 30. Cancellation Damages. If, after Contractor has commenced the work under this Contract and after the expiration of any cancellation period required by the law of the State in which the Property is located, Customer cancels this Contract or refuses to let Co ntractor proceed with the work for any reason other than Contractor’s material breach of this Contract, Contractor, in addition to exe rcising any other rights or remedies that are available to Contractor under this Contract or at law or in equity, shall be entitled to recover from Customer payment for all equipment, other materials and labor provided by Contractor and/or that Contractor has obligate d itself to pay for in connection with the work under this Contract, reasonable costs of demobilization, and reasonabl e amounts to compensate Contractor for Contractor’s overhead expense incurred and for lost profit of Contractor resulting from such cancellation. 31. Governing Law. Except to the extent provided otherwise in Section 34, or, if applicable, any attached State-Specific Terms & Conditions, this Contract shall be governed by and interpreted in accordance with the laws of the State of Minnesota. 32. Dispute Resolution; Mediation & Arbitration. In the event of any controversy or claim arising out of or relating to this Contract, or breach thereof, Contractor and Customer shall first attempt to resolve it by good faith negotiation, including authorized representatives of Contractor and Customer meeting in person to discuss the issues in dispute within 10 business days after e ither party provides written notice to the other of such dispute. If the good faith negotiation does not result in settlement of th e dispute within 30 days after such meeting, then any unresolved controversy or claim arising out of or relating to this Contract or br each thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with the applicable version of its Construction Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any c ourt having jurisdiction thereof. Unless agreed otherwise or required otherwise by the law of the State in which the Pro perty is located or unless a different location is set forth in Attachment D, the place of good faith negotiation and arbitration shall be the city in which Contractor’s principal office is located in Minnesota, U.S.A. 33. BECAUSE WE HAVE AGREED TO ARBITRATE ALL DISPUTES, NEITHER OF US WILL HAVE THE RIGHT TO LITIGATE OUR DISPUTES IN COURT OR TO HAVE A JURY TRIAL ON THAT DISPUTE, OR ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE ARBITRATION PROCEEDING. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING, EXCEPT TO THE EXTENT IT IS SUBJECT TO REVIEW IN ACCORDANCE WITH APPLICABLE LAW GOVERNING ARBITRATION AWARDS. 34. Complete Agreement. This Contract constitutes the entire agreement of the Parties. No other agreements, oral or written, pertaining to the work to be performed under this Contract exist between the Parties. This Contract can be modified only by an agreement in writing signed by both Parties. 35. Severability. If any provision of this Contract shall be determined to be unenforceable, void or otherwise contrary to applicable law, or in the event that any of the provisions of this Contract are held unenforceable or invalid by any court of competent juris diction, such condition shall in no manner operate to render any other provision of this Contract unenforceabl e, invalid, void or contrary to applicable law, and this Contract shall continue in force in accordance with the remaining terms and provisions hereof. For any provision that is deemed unenforceable or void by the law of the State in which the Property is located, the Contract shall be deemed amended to the extent necessary to render it enforceable and a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid or enforceable, such provision. 36. Cooperation. Customer agrees to fully cooperate with Contractor in Contractor’s performance of the Scope of Work, including without limitation, timely payment and timely provision of requested information and assistance in obtaining any necessary pe rmits or other approvals necessary to permit Contractor to perform the Scope of Work. INTENDING TO BE LEGALLY BOUND, the Parties are executing this Contract through their legally authorized representative on the date stated below. Accepted By: Authorized Rep of All Energy Solar Inc.: Signature: Signature: Print Name: Print Name: Date Signed: Date Signed: