Contingency Agreement

This Agreement between Auditec, LLC (“Auditec”) and ___________________________________________________ (“the Client”) shall be for 24 months of savings commencing on the date of execution of savings. Auditec agrees to act as Utility Consultants on the Client’s behalf. Auditec shall conduct a Utility (electric, gas, water, cellular, internet/data, local, long distance) Audit by analyzing the Client’s bills. Upon completion of the audit Auditec will provide the Client with a detailed report which will contain the following information:

A. REFUNDS The first part of the report will identify refunds and/or credits that the Client will receive due to billing errors.

For refunds or credits from any utility company, the Client agrees to pay Auditec a fee equal to fifty percent (50%) of the refunds and/or credits that result from the audit. The fee is payable upon receipt of the refund or credit.

B. MONTHLY BILLING REDUCTIONS The second part of the report will identify any areas where the Client can reduce their monthly utility expenses.

Auditec will provide the Client with a list of recommendations for the Client’s review and approval. For each recommendation, Auditec will disclose the dollar amount that the Client’s monthly bills will be reduced. If, for any reason, a recommendation does not meet the Client’s approval, the Client will have 15 days from the receipt of the report to notify Auditec. Thereafter, all recommendations will be deemed accepted and Auditec will implement all such recommendation on behalf of the Client. Auditec’s recommendations will not relate to or be predicated upon a reduction of the Client’s consumption, level of service, or altering your business operations in any way. The Client understands that these recommendations will likely be imperceptible, except in the form of reduced billings.

For monthly billing reductions, the Client agrees to pay Auditec a fee equal to fifty percent (50%) of the amount the Client’s bills are reduced for 24 months of savings. The fee shall be due and payable monthly. The Client may request verification from the utility provider that its billing reduction and the cost reduction were brought about by recommendations Auditec provided.

There will be no fee for Auditec’s service if:

§ The Client does not receive a refund, credit, or a monthly savings.

§ The Client does not accept the cost reduction recommendations.

Auditec retains the right to conduct any utility audit during the term of this agreement. Should the Client conduct an in-house review, or engage any vendor, business or entity to conduct any analysis or audit duplicating Auditec’s results, or producing cost reduction recommendations equivalent to, or of a similar nature as Auditec for two (2) years from the date of this agreement, Auditec shall be entitled to all fees stated in this agreement.

In the event a fee payment is 90 days past due, Auditec shall be entitled to recover all outstanding fees, and costs of collection, including a reasonable attorney’s fee. The Client waives venue and submits to the jurisdiction of the courts of Jefferson County, Alabama.

This agreement constitutes our entire and complete agreement between us and replaces any written or verbal agreements, and may only be amended in writing and signed by both parties.

________________________________________________________________ __________________________ _____________________

Your Name (please print) Title Fed Tax ID#

________________________________________________________________ _________________________ ___________ ___________

Mailing Address City State Zip

(________)_______________________ (________)_____________________ __________________________________________________

Phone Fax Email

APPROVED AND ACCEPTED

The Client Auditec, LLC

By: ______________________________ ____________ By: _________________________ ______

Authorized Representative Date Authorized Representative Date

1919 Oxmoor Road Suite 242 Birmingham, Alabama 35209

p. 205.877.7000 f. 205.871.3015