THIS AGREEMENT is made and entered into by and between You and Positive.Capital Partners Limited, a company incorporated under the laws of Canada, located at 128 W Pender St Suite 1400, Vancouver, BC, V6B 1R8, Canada (“PCP”) (individually a “Party” and collectively the “Parties”).


A. PCP is a climate advisory firm, and a founding member of the D-REC Initiative, a not-for-profit, multi-stakeholder, industry-led initiative that aims to create and develop an internationally recognized certified, tradeable, market instrument called D-REC (Distributed Renewable Energy Certificate). D-RECs enable project developers and entrepreneurs to monetize the valuable positive environmental impacts of their distributed renewable energy projects, improving project economics and making clean energy more affordable to end users in emerging markets.

B. You are a renewable energy project developer. 

C. The Parties wish to explore the possibility of a business collaboration arrangement in relation to the D-REC Initiative as set forth in this MOU.

D. This Memorandum of Understanding (the “MOU”) summarizes the principles and immediate action points that are to serve as the basis for further discussion between the Parties.

NOW THEREFORE in consideration of the premises above, the Parties agree as follows. 

Definitive Agreement

Except for clauses 3 to 8 below, this MOU is indicative, non-binding and only an expression of basic terms that the parties intend to work with each other to achieve the purpose of the D-REC Initiative. The detailed, binding terms of any transaction or business relationship between PCP and Your that may arise from this MOU shall be subject to a formal written agreement that may be signed by the Parties (“Definitive Agreement”). The general principles set forth herein do not constitute a commitment, promise, an offer, a performance guarantee, a contract, or an agreement to enter into an agreement. Without limiting the foregoing, and except with respect to any confidentiality obligations contained herein, the failure by PCP or You to meet any obligations set forth herein shall not be construed as a breach of this MOU.

Scope of Work

The scope of work and responsibilities of the Parties shall be as follows:

(a) PCP will:

  1. explore the commercial potential of D-RECs to be generated by Your operations
  2. actively seek buyers for these potential D-RECs
  3. facilitate the technical connection of Your operations with the D-REC platform
  4. identify potential investors to invest into Your operations

(b) You will:

  1. prepare and organize the relevant generation/consumption data from their selected assets into a manner that can be submitted to the D-REC platform for automated verification and issuance 
  2. support of the integration of said generation/consumption data into the D-REC platform
  3. provide project information that allows PCP to present Your D-RECs to potential off-takers, featuring the social and environmental benefits of the Your operations
  4. support PCP in its efforts to advocate the D-REC instruments to the wider Distributed Renewable Energy (DRE) market and relevant stakeholders 


The term of this MOU shall begin on the Effective Date and shall terminate on the earlier of: (a) the execution of Definitive Agreement between the Parties; (b) termination of this MOU upon mutual agreement of the parties; (c) the non-completion of a Definitive Agreement within six (6) months of signing this MOU, unless extended by the mutual consent of the Parties hereto. 


(a) For the purposes of the MOU, “Confidential Information” includes all information and material of whatever nature, whether orally or in a visual or written (including electronic, graphic or any other) form, including the fact that the Parties have entered into discussions in respect thereof, which is provided by a Party and/or one of its Affiliated Companies (the 1 “Disclosing Party”) to the other Party or Parties (the “Receiving Party”). Each Party can be the Disclosing Party and/or Receiving Party

(b) Except in the furtherance of their obligations herein, each Party shall not disclose any of the other Party’s Confidential Information without the prior written consent of the Disclosing Party.

(c) Permitted Disclosure. The Receiving Party may disclose the Confidential Information without the Disclosing Party’s prior written consent only to the extent that such information: 

  1. becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source has represented to the Receiving Party that it is not bound by a confidentiality agreement or similar agreement with the Disclosing Party or its Representatives or is not otherwise prohibited from disclosing Confidential Information to the Receiving Party by any contractual, legal or fiduciary obligation;
  2. was known to or lawfully in the possession of the Receiving Party prior to the time of disclosure by the Disclosing Party, and with respect to which there is no existing obligation of confidentiality;
  3. is developed independently by the Receiving Party or any of its Representatives without the use of or reliance upon any of Confidential Information disclosed by the Disclosing Party;
  4. s or becomes generally available to the public, other than through a violation of this clause by the Receiving Party or any of its Representatives; or
  5. is required to be disclosed under applicable law or by a governmental order, decree, regulation or rule (provided that the Receiving Party shall give written notice to the Disclosing Party prior to such Disclosure to the extent possible under law). 

(d) Affiliates. The Receiving Party may disclose the Confidential Information, without the Disclosing Party’s prior written consent to an Affiliate, provided that it has been informed of this MOU and the need to maintain the confidentiality of information disclosed to it.

(e) The Receiving Party may disclose Confidential Information to its employees and officers (the “Representatives”) to the extent such disclosure is reasonably necessary for the purpose of conducting the necessary discussions in respect to the pursuit of this MOU, and provided that such all confidentiality requirements as stipulated herein are fully valid for such Representatives. The Receiving Party must ensure that its Representatives do not do, or omit to do, anything which if done or omitted to be done by the Receiving Party, would be a breach of the Receiving Party's obligations under this MOU. 

(f) Use of Confidential Information. Each of the Parties will use the Confidential Information only for the purpose of conducting the discussions necessary under the terms of this MOU and for no other purpose, without prior written permission of the other Party. Each of the Parties will further ensure that its Representatives use such Confidential Information only as permitted under this MOU.

(g) Return of Confidential Information. Within thirty (30) days upon the written request of the Disclosing Party, the Receiving Party or its representatives will return, or if requested destroy, all original Confidential Information of the Disclosing Party in the possession or control of the Receiving Party or any of its representatives. The Receiving Party’s obligations under this MOU shall, however, survive any such return or destruction of the Confidential Information. 

(h) The obligation of confidentiality and restricted use provided in this Section 4 shall persist during the term of this MOU and shall survive any expiration or termination of this MOU for a period of two (2) years or until the confidential information is returned or destroyed, whichever is earlier. 

Intellectual Property

(a) Each Party shall remain the owner of its own Intellectual Property which is in existence prior to the Effective Date or comes into existence after the Effective Date otherwise than in connection with the subject matter of this MOU. This MOU shall neither create nor transfer any Intellectual Property rights between the Parties.

(b) A Party shall be the owner of all Intellectual Property created or developed solely by that Party in relation to this MOU.

(c) Unless otherwise agreed in writing, Intellectual Property jointly developed by the Parties in relation to the subject matter of this MOU shall be common property of the Parties and shall be legally protected as the Parties may jointly agree.

(d) For the purposes of this clause, Intellectual Property shall mean patents, utility models, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.


Both parties agree to dedicate sufficient resources of appropriate seniority to the achievement of the jointly pursued goals specified in this MOU. Each Party shall bear and pay its own costs and expenses incurred thereby in relation to the above mentioned Scope of Work or any other preparatory works for the development of a Definitive Agreement unless otherwise expressly agreed in writing by the Parties. 

Nothing in this MOU shall grant either Party or any third party any ownership, license, or authorization to use, or interest in or to, any Party’s trademarks or other intellectual property without explicit permission. This includes but is not limited to the name, logo or certification mark of that Party.

The Parties agree not to issue any announcement, press release, public statement or other information to the press or any third party with respect to this MOU or the Transaction contemplated hereby without obtaining the prior written approval of the other party hereto (which approval shall not be unreasonably withheld); provided, however, that nothing contained herein shall prevent either party, at any time, from furnishing any required information to any governmental body or from issuing any announcement, press release, public statement, or other information to the press or any third party with respect to this MOU or the Transaction contemplated hereby if required by law, although, the parties agree to consult with each other as to the content of any release so required and consider in good faith the comments of the other thereon. 

Nothing in this MOU creates an employee-employer relationship, a joint venture, or other legal entity. No Party has the authority to create any financial or other obligations on behalf of the other Party without that organization’s written consent or represent the other Party in any other way.

Nothing in this MOU creates an employee-employer relationship, a joint venture, or other legal entity. No Party has the authority to create any financial or other obligations on behalf of the other Party without that organization’s written consent or represent the other Party in any other way.


Any notice, demand or other communication required or permitted to be given to any of the Parties must be in writing and sent by email to the Party’s representatives.

Notices, demands or other communications are deemed to have been received by a Party on the earliest of the date of delivery, in the case of personal delivery, and the day following the date of communication by e-mail or facsimile. Any Party may give written notice to the other Party of a change of address to some other address, in which event any communication is thereafter to be given to that Party as provided in this paragraph at the last changed address of which the Party communicating has received written notice.