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1 of 2 602 W. Fir Street, #302 San Diego, CA 92101 (619) 255-0487, fax (619) 255-0758 www.theleafexchange.com Leaf Exchange Affiliate Agreement This Agreement is by and between The Leaf Exchange LLC ("Leaf Exchange"), a renewable energy credit (REC) aggregation, brokerage and exchange service, and _______ the installer partner (“Affiliate”) working with generators (the “Customer”) of solar Renewable Energy Credits, do hereby agree to the following terms and conditions; Affiliate Obligations. a) Affiliate agrees to exclusively refer Customers to our service. b) Affiliate agrees to assist Customers in supplying Leaf Exchange with required documentation for Customers wishing to register with Leaf Exchange in a timely manner, including documentation that will be required by state regulatory agencies, WREGIS, and/or other applicable REC registries and tracking systems. Leaf Exchange Obligations. a) Leaf Exchange agrees to hold Customer c ontact information in strictest confidence, only utilizing it to market Leaf Exchange services. Customer information will never be sold or in any way distributed to any other third party for any reason. b) Leaf Exchange agrees to compensate Affiliate ten percent (10%) of Customer transaction fees, for perpetuity received by Leaf Exchange from Customers referred by Affiliate. Compensation will be sent by check or deposited into Affiliate specified bank account on a quarterly basis. c) Leaf Exchange will provide Affiliate partner with a private admin login website where Affiliate can monitor all Customers’ activity on Leaf Exchange. d) Should Leaf Exchange fail to be a going concern all Affiliates’ Customers are free to transfer all banked Renewable Energy Credits (RECs) to another Account Holder in WREGIS without any restriction, fee or penalty. e) Leaf Exchange agrees to give Affiliate te n (10) calendar days advance notice of any proposed changes, edits, or revisions to the Leaf Exchange User Agreement. Cancellation. a) Affiliate reserves the right to cancel the agreement at any time and for any reason. Should Affiliate cancel this Agreement, Affiliate must notify Leaf Exchange in writing. Leaf Exchange will continue to revenue share Customer transaction fees with Affiliate for the entire lifetime duration that Customers’ transact through Leaf Exchange services. b) Leaf Exchange reserves the right to cancel this Agreement at any time and for any reason. Should Leaf Exchange cancel this Agreement, Leaf Exchange must notify Affiliate in writing. Leaf Exchange will continue to revenue share existing Customer transaction fees with Affiliate for the entire lifetime duration that said Customers’ transact through Leaf Exchange services.

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602 W. Fir Street, #302

San Diego, CA 92101

(619) 255-0487, fax (619) 255-0758

www.theleafexchange.com 

Leaf Exchange Affiliate Agreement

This Agreement is by and between The Leaf Exchange LLC ("Leaf Exchange"), a renewable

energy credit (REC) aggregation, brokerage and exchange service, and

_______________________________ the installer partner (“Affiliate”) working with generators(the “Customer”) of solar Renewable Energy Credits, do hereby agree to the following terms and

conditions;

Affiliate Obligations.

a)  Affiliate agrees to exclusively refer Customers to our service.

b) 

Affiliate agrees to assist Customers in supplying Leaf Exchange with requireddocumentation for Customers wishing to register with Leaf Exchange in a timely manner,

including documentation that will be required by state regulatory agencies, WREGIS,

and/or other applicable REC registries and tracking systems.

Leaf Exchange Obligations.

a)  Leaf Exchange agrees to hold Customer contact information in strictest confidence, only

utilizing it to market Leaf Exchange services. Customer information will never be sold or

in any way distributed to any other third party for any reason.

b)  Leaf Exchange agrees to compensate Affiliate ten percent (10%) of Customer transaction

fees, for perpetuity received by Leaf Exchange from Customers referred by Affiliate.Compensation will be sent by check or deposited into Affiliate specified bank account on

a quarterly basis.c)  Leaf Exchange will provide Affiliate partner with a private admin login website where

Affiliate can monitor all Customers’ activity on Leaf Exchange.

d)  Should Leaf Exchange fail to be a going concern all Affiliates’ Customers are free to

transfer all banked Renewable Energy Credits (RECs) to another Account Holder in

WREGIS without any restriction, fee or penalty.

e)  Leaf Exchange agrees to give Affiliate ten (10) calendar days advance notice of any

proposed changes, edits, or revisions to the Leaf Exchange User Agreement.

Cancellation.

a)  Affiliate reserves the right to cancel the agreement at any time and for any reason. Should

Affiliate cancel this Agreement, Affiliate must notify Leaf Exchange in writing. Leaf 

Exchange will continue to revenue share Customer transaction fees with Affiliate for the

entire lifetime duration that Customers’ transact through Leaf Exchange services.

b)  Leaf Exchange reserves the right to cancel this Agreement at any time and for any reason.

Should Leaf Exchange cancel this Agreement, Leaf Exchange must notify Affiliate in

writing. Leaf Exchange will continue to revenue share existing Customer transaction fees

with Affiliate for the entire lifetime duration that said Customers’ transact through Leaf 

Exchange services.

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Entire Agreement. This is the entire agreement between the parties with respect to Leaf Exchange. On this matter, this agreement replaces and supersedes any and all oral agreements

between the parties, as well as any prior writings.

Successors and Assignees. This agreement binds and benefits the heirs, successors, and assignees

of the parties.

Governing Law. This agreement will be governed by and construed in accordance with the laws

of the State of California.

Waiver. If one party waives any term or provision of this agreement at any time, that waiver willonly be effective for the specific instance and specific purpose for which the waiver was given. If 

either party fails to exercise or delays exercising any of its rights or remedies under this

agreement, that party retains the right to enforce that term or provision at a later time.

Severability. If any court determines that any provision of this agreement is invalid or

unenforceable, any invalidity or unenforceability will affect only that provision and will not make

any other provision of this agreement invalid or unenforceable and such provision shall be

modified, amended, or limited only to the extent necessary to render it valid and enforceable.

______________________________________________________________________________

Affiliate Company: ____________________________________________

Name: ____________________________________________

Position/Title: ____________________________________________

Address: ____________________________________________

____________________________________________

Email: ____________________________________________

Phone: ____________________________________________

______________________________________________________________________________

Affiliate:

Printed Name: ___________________________________ Title: ___________________

Signature: ___________________________________ Date: ___________________

The Leaf Exchange, LLC

Printed Name: ___________________________________ Title: ___________________

Signature: ___________________________________ Date: ___________________