aMassachusetts Clean Energy Center
Request for Proposals: InnovateMass
RFP FY2023-DEMO-01
Date of Issue: July 1, 2022
Revised: August 18, 2022
Proposals accepted on a rolling basis until
the earlier of:1) funding is exhausted; or2) June 30, 2023

All proposals must be submitted to:innovate@masscec.com

I. SUMMARY
The Massachusetts Clean Energy Technology Center (“MassCEC”) seeks applications to its InnovateMass
Program (the “Program” or “InnovateMass”) for clean energy technology demonstration projects.
InnovateMass provides grant funding of up to Two Hundred Fifty Thousand Dollars ($250,000) per project
and technical support for projects that are developing new clean energy technologies or innovative
combinations of existing technologies that demonstrate a strong potential for commercialization whileproviding significant measurable clean energy and/or climate benefits. While InnovateMass funding may
be used to support demonstration of any technology that meets MassCEC’s definition of “clean energy”(see Section X, below), particular emphasis will be placed on identifying projects in the following four (4)focus areas (the “Focus Areas”):
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High performance buildingso Impactful, resilient, and cost-effective electrification technologies and approaches todecarbonizing the building sector
Clean transportationo Technologies that address the market barriers to electric vehicle deployment acrossweight classes, as well as technologies that reduce GHG emissions through vehicle-miletravelled reduction and reduction of fuel usage in vehicles that have no electrification
solution at present
Offshore windo Project risk and cost reduction, market confidence enhancement and economic
development that advance this new industry
Net zero grido Technologies that enable a transition to a modernized and smarter grid which can hostsufficient clean energy and flexible load resources to reach Net Zero, such as microgrids
and energy storage

In addition to grant funding, the Program provides third party project management and technical support
by a technical consultant (the “Technical Consultant”) to all awardees. The Program Technical Consultant
will meet regularly with awardees to review workplans, discuss and resolve technical and other projectrelated barriers, and review performance monitoring and evaluation plans.
Successful applicants will propose projects that address important energy challenges and help to grow thestate’s clean energy economy. This Program invites participation in a two-part application process:applicants must first submit an application that consists of a completed InnovateMass Application Formand required documentation (the “Application”) that meets the criteria outlined below. In the event the
Application is selected, the applicant will be invited to pitch their proposal to a panel of Program judges.
Applications will be accepted on a rolling basis and pitches will be held on a periodic basis.

II. ABOUT MASSCEC
The Massachusetts Clean Energy Center (MassCEC) is a state economic development agency dedicatedto accelerating the growth of the clean energy sector across the Commonwealth to spur job creation,deliver statewide environmental benefits and to secure long-term economic growth for the people of
Massachusetts. MassCEC works to increase the adoption of clean energy while driving down costs anddelivering financial, environmental, and economic development benefits to energy users and utility
customers across the state.
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MassCEC’s mission is to accelerate the clean energy and climate solution innovation that is critical tomeeting the Commonwealth’s climate goals, advancing Massachusetts’ position as an international
climate leader while growing the state’s clean energy economy. MassCEC is committed to creating adiverse, equitable, and inclusive organization where everyone is welcomed, supported, respected, andvalued. We are committed to incorporating principles of diversity, equity, inclusion, and environmental
justice in all aspects of our work in order to promote the equitable distribution of the health andeconomic benefits of clean energy and support a diverse and inclusive clean energy industry. MassCEC
strives to lead and innovate in equitable clean energy and climate solutions.

III. PROGRAM GOALS AND DESCRIPTION
The goal of InnovateMass is to accelerate the commercialization of clean energy technologies and related
innovations between Technology Readiness Level (“TRL”) 5 (“component and/or breadboard validation in
relevant experiment”) and TRL 8 (“actual systems completed and qualified through test anddemonstration”)1 by providing funding for demonstration projects to test and measure the performanceof the technology in order to advance its TRL. Technology demonstrations may also explore the viabilityof new or innovative business models, as applicable.
Successful applicants will demonstrate that:• the technology used in the project has strong commercialization potential;• they have developed a partnership, which will allow the technology to be validated in a demonstration
setting, including a host site for the proposed project;• the proposed project will advance the technology’s commercial readiness;• the proposed project will enable an emerging Clean Energy Company (as defined in Section X below)
to demonstrate the value of its technology to potential customers and investors;• they have secured the required cost share (as defined in Section VI);
• the proposed project addresses a critical energy/climate challenge and reduces or prevents
greenhouse gas (GHG) emissions; and• the proposed project is viable, and feasible within the budget proposed and the timeframe allowedby the Program.

EXAMPLE PROJECTS
Examples of projects that were awarded in previous rounds of InnovateMass include:•••

Sol Clarity, Inc. (with Nexamp) – $108,000 (with a $54,800 cost share) to scale up its Electrodynamic
Screen (EDS) from lab-scale prototype to full scale. EDS removes dust and dirt from solar panels using
static electricity and generated electric field.
Osmoses (with Orbia) – $250,000 (with a $130,000 cost share) to develop a membrane comprised ofa novel family of polymers with exceptional gas separation performance, particularly for mixturescontaining CO2 like refrigerant in air-conditioning.
CF Technologies (with the Wareham Sewage Department) $235,900 (with a $119,900 cost share) todemonstrate the conversions of second-generation feedstock, like brown grease, into marine biofuel,by using its supercritical fluid technology.

IV. ELIGIBILITY
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See https://api.army.mil/e2/c/downloads/404585.pdf

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Eligible applicants include public and private entities (e.g., clean energy companies, research anddevelopment institutions, academic institutions, state, local, and quasi-government agencies, along withschool districts, and nonprofits). Applicants are expected to form teams comprised of several entities (the“Applicant Team”) which will work together on the demonstration project.
Applicant Teams must include at least one (1) Clean Energy Company with proprietary technology to be
demonstrated, who will serve as the “Lead Applicant”. The Lead Applicant will contract directly with
MassCEC, will receive the grant funds (if awarded), and will be responsible for deliverables under the grant
agreement. The Lead Applicant must meet the definition of a small business, as outlined by the UnitedStates Small Business Administration’s “Table of Small Business Size Standards”.
Applicant Teams should also include one (1) or more demonstration project partners (the “Demonstration
Partner” or “Demonstration Partners”), who will provide a host site or sites for the proposed project (the“Project Site(s)”. Demonstration Partners may be potential clients or organizations able to provide a site
for the demonstration project. Applicant Teams may also include additional technology providers; service
providers or subcontractors; and other team members who are able to provide necessary funding and/or
expertise.
The Lead Applicant does not have to be a Massachusetts-based Company (as defined in Section X),
however, if the Lead Applicant is not a Massachusetts-based Company, then at least one (1) Project Sitemust be in Massachusetts and the proposed technology must fall within one (1) of the four (4) Focus Areas(as defined in the Summary Section above). Lead Applicants must have a headquarters location in the
United States.
If the Lead Applicant is a Massachusetts-based Company, then the there is no requirement that the Project
Site(s) be in Massachusetts. MassCEC places no restriction on the location Project Site(s) for
Massachusetts-based Lead Applicants.
All applications will be judged on the project’s estimated clean energy and economic benefits generally
as well as to the Commonwealth of Massachusetts and the Focus Areas in particular.
Software proposals are eligible but should endeavor to highlight the novel innovation at the core of the
proposed technology.
Entities may submit more than one Application and be part of more than one Applicant Team.

INELIGIBILITY
Ineligible Technologies:
Technologies that directly improve the economics of extraction of coal, oil, or natural gas, or technologies
related to construction of nuclear power, are not acceptable technologies for MassCEC funding.
Technologies that impact the economics of reliance on coal, oil, or natural gas for energy services (except
as used in fuel cell applications) are not eligible unless they also substantially reduce release ofgreenhouse gases associated with this reliance.
The Program provides funding for demonstration projects with technologies between TRL 5 and TRL 8. A
technology that has not achieved at least TRL 5 will not be considered eligible. Such technologies may be
eligible for MassCEC’s Catalyst Program. Final determination of TRL for the purposes of eligibility is madeby MassCEC in its sole discretion.
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Applicants may not submit projects for technologies that are not proprietary to the Lead Applicant. In
addition, technologies that are widely deployed or commercially available in other markets (includinginternational markets) will not be considered eligible for funding, unless there is a substantial differencein the Massachusetts market which would require unique testing, validation, or changes to the technology
in order to demonstrate the product’s commercial viability in the Commonwealth.
Ineligible Applicants:
InnovateMass seeks to fund technology demonstration projects. Applications that do not include atechnology demonstration are not eligible to receive funding.
Applicants may not submit InnovateMass Program applications for the same idea or concept more than
three (3) times, unless there has been a substantial change in the technology or market which advances
the case for an award. Additionally, please note that although applicants are encouraged to apply tomultiple MassCEC grant award programs over their technology development lifecycle, MassCEC programs
are designed such that each grant award program generally serves a company at a different stage oftechnology development. Applicants should reach out to MassCEC staff prior to applying if they are unsureof which program is the best fit.
While applicants need not be Massachusetts-based, all Applicants must be based in the United States. For
the purposes of this Program, MassCEC will not enter into a contract with a foreign entity.

V. ESTIMATED TIMELINE
Applications will be accepted on a rolling basis while the Program remains open. MassCEC will post a
notice on the Program webpage giving at least thirty (30) days’ notice should MassCEC anticipate closing
the program. MassCEC anticipates selecting awardees on a quarterly basis. Although InnovateMass isrolling and will continuously accept proposals, it will operate with quarterly deadlines for proposals.
These quarterly deadline dates will be posted on the program website.
Applicants can expect the following approximate schedule, subject to adjustment at MassCEC’s
discretion:
Process Step
Submit application
Applications undergo technical andprogrammatic review; applicants are notifiedof finalist status
Finalists undergo pitch coaching
Finalists pitch to panel of judges
Final award decisions madeContracting concludes/projects begin

4---------Within eight (8) weeks of quarterly
deadline date
One and one-half (1.5) to three (3)months from quarterly deadline date
Two (2) to four (4) months fromquarterly deadline date
Approximately six (6) weeks fromquarterly pitch session
Approximately two (2) months fromaward notification

VI. BUDGET
InnovateMass awards of up to Two Hundred Fifty Thousand Dollars ($250,000) are paid to grantees on amilestone and deliverable basis. Milestones and deliverables are to be memorialized, with target
completion dates and scopes of work associated with each milestone, in a detailed workplan (the “Project
Workplan”; see template in Attachment B). For all awardees, the first milestone and associateddeliverable will be the completion of an updated and more detailed Project Workplan, including budget
estimates for each milestone. Awardees are eligible for a grant installment of up to ten percent (10%) of
their total grant for this first milestone. The final milestone and deliverable for all grantees will be thecompletion of a final report. Final report topics may include but are not limited to the project’s overall
execution, findings, challenges and solutions, and intended next steps. No less than five percent (5%) of
the total grant amount will be allocated to this final milestone.
Grant funds will not be disbursed until initiation of the project, including the execution of a grant
agreement and the final approval of the proposed Project Workplan by the Program Technical Consultant
and MassCEC staff. Awardees will be notified in writing when each of these steps is complete. Applicantsshould give careful thought to their cash flow needs and must be prepared to support those needs. The
grant agreement will require the Lead Applicant to obtain MassCEC approval for changes or revisions to
the Project Workplan or the budget.
Applicants should be aware that, if awarded, the contract will stipulate that if after a period of six months
from the date of the award notification, an awardee has not completed an approved Project Workplan,
the award may be rescinded at MassCEC’s sole discretion. This does not preclude the awardee fromreapplying to the Program in a future funding round. If the project and final project milestones have notbeen completed after twenty-four (24) months from the Project Workplan approval date, MassCEC
reserves the right to reduce or rescind any remaining award amounts at its sole discretion.

ELIGIBLE BUDGET ITEMS
It is MassCEC’s policy not to compensate for general administration, overhead, or general-purpose
expenses including general purpose materials or facilities. Budget items must be:•••

Uniquely associated with the proposed project;
Justified as to why it is a necessary and reasonable part of the project; andIncurred after the execution of a grant agreement with MassCEC.

All budget items generally fall into one (1) of three (3) categories: 1) eligible cash expenses; 2) eligible costshare expenses; or 3) other budget items ineligible for grant funding or cost share. It must be clear why
each budget item is necessary for the project. The following items are expenses that may be included in
the project budget:••••

Materials, Equipment, Facilities and Supplies: The equipment must be a new purchase. May include
parts and equipment supplied to selected applicants as part of a lump-sum contract.
Transport (i.e., transporting a key piece of equipment): The proposal should document why
transportation is required for the project.
Travel: Allowable for consultants retained by Applicant Teams as a subcontractor only. Subcontractor
travel should be included in overall subcontractor hourly rates when reported as a deliverable.
Direct labor directly related to the InnovateMass project: For each employee, list the name, title,
anticipated number of hours worked and hourly rate, if applicable. Identify the basis for the pay rate5

•used (e.g., actual salary, composite rate, labor distribution report, technical estimate, state civil
service rates, etc.). If composite rates are being proposed for a particular position or group category,please state the rate basis as a composite rate. If new hires are proposed, please explain the basis for
how you determined their hourly rate. If applicants are selected for award negotiations, they may berequired to provide payroll information or a certification statement to verify that the proposed rates
are the actual rates being paid to the proposed individuals. If direct is included, only gross wages,
employer-contributed Federal Insurance Contributions Act taxes, state unemployment insurance, andFederal Unemployment Tax Act taxes may be included for such labor; fringe benefits on direct laboror shall not be included.
Subcontractor (including project partner or host) labor directly related to the InnovateMass project:
MassCEC must approve the use of any subcontractor labor in writing prior to awardee using MassCEC
funds to pay for the expenses associated with such subcontractor labor.

Applicants are encouraged to consider MassCEC’s Clean Energy Internship Program to find additionalteam members to assist with the project.

COST-SHARE REQUIREMENTAwardees must provide cost share equivalent to at least fifty percent (50%) of the grant amount awarded,
or a minimum of twenty-five (25%) cost share for projects at any of the Public Benefit Project Sites defined
below. All Public Benefit Project Sites must be Massachusetts-based.
“Public Benefit”2 Project Sites are defined as any of the following:•

Massachusetts publicly owned facilities•

Low/moderate income (LMI) buildingso Single-family residential homes that are owned by residents that meet less than sixty
percent (60%) and have deed restriction and/or fuel assistance verificationo Multifamily affordable housing buildings that have an eligibility letter from the LowIncome Energy Affordability Network (LEAN)’s Low-Income Multifamily (LIMF) Energy
Retrofits Program; or A deed restriction that explicitly states the development has
reserved at least fifty percent (50%) of the units for households earning eighty percent(80%) or less of state median income•

A site that has direct benefits to an Environmental Justice (“EJ”) community

At least twenty percent (20%) of awardees’ required cost share must consist of cash contributions as
defined below. However, applications may include additional cost share of any kind (cash or in kind) over
and above the minimum requirement. For example:• If an Applicant Team requests a Two Hundred Thousand Dollar ($200,000) grant, and the host site is
not at a Public Benefit Project Site, then the Applicant Team must demonstrate that it will provide atleast One Hundred Thousand Dollars ($100,000) in cost share toward the project.
• Of this One Hundred Thousand Dollars ($100,000), at least Twenty Thousand Dollars ($20,000) must
be in the form of cash contributions.
• Any additional cost share contributions in excess of the One Hundred Thousand Dollars ($100,000)
requirement may be of in kind, cash, or any combination of the two.
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Note: MassCEC will determine, in its sole discretion, if the host site meets the Public Benefit definition
set forth above.
6All cost share must be used directly for the project during the Awardee’s contract period.
Cash cost share is an actual cash payment between the Lead Applicant and a vendor or service provider,or the equivalent thereof, and must be supported by documentation. Examples of cash cost sharepayments for the purposes of this RFP include, but are not limited to:• Payment, in whole or in part, for materials or the use of equipment directly related to thedemonstration project on the part of the Lead Applicant or other members of the Applicant Team;and• Payment, in whole or in part, for services provided by contractors and consultants on thedemonstration project (for monitoring or to assist in installation/maintenance for example).
Cash cost share contributed by members of the Applicant Team apart from the Lead Applicant may beprovided in the form of a waived fee or a discount of a marketed product; however, such contributions
must be documentable in the form of a project deliverable.
In kind cost share may include direct labor of project team members at reasonable rates as well as services
and materials used for the project; for example, use of equipment provided by a project partner.

INELIGIBLE BUDGET ITEMSThe following items should not be included in the project budget:
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•
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Administrative expenses;
Overhead (including, but not limited to, telephone, electricity, rent for office/lab space);
Miscellaneous office equipment and supplies, equipment and supply costs associated with generalbusiness operations, or equipment and supplies not related to the InnovateMass project;
Postage (including packaging and shipping materials);
Printing; andFringe benefits (including but not limited to health insurance, 401K plans or similar or other staff
benefits).

VII. SELECTION CRITERIAApplications will be evaluated on a competitive basis against the following criteria:

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Criteria

Sub - Criteria

Minimum Threshold

MassCEC will only consider applications that, in its sole judgment, meetthe following minimum threshold criteria including:
1. The Applicant Team and technology are eligible for selection.
2. The Application is complete and responsive to the RFP application
requirements.
3. The Applicant Team has committed to the required level of cost share.
4. The Applicant Team is in good standing with any other awards received
through MassCEC, other state agencies, or instrumentalities.
5. The application and technology are aligned with MassCEC andInnovateMass Program goals.

Potential of the
Proposed Technology

Commercialization
Potential

Installation

Project Benefits

1. Identification of the industry pain point or opportunity area thetechnology seeks to address.
2. Identification of why the technology is both innovative and viable.
3. Understanding of existing alternative solutions/technologies anddemonstration that the technology has the potential to be superior.
4. Demonstration of understanding of barriers and risks to technology
success and proposed methods of addressing such barriers.
1. Demonstration of the commercialization potential of the proposed
technology, including an identification of the market for the productand how the proposed technology aims to address a market
opportunity.
2. Identification of a compelling value proposition for the technology anda viable sales model.
3. Understanding of the policy and regulatory environment and its
impacts on the commercialization potential of the technology.
4. Identification of a viable go-to-market strategy and how thedemonstration project will move potential customers to choose theproposed solution.
5. Identification of a viable, sustainable business model.
1. Clarity and viability of installation plan.
2. Demonstration of the suitability of the site for the proposed project,
and the Application Team’s ability to mitigate or manage any risks
associated with the selected site.
3. Identification of a clear and thorough monitoring and evaluation plan.
1. Demonstration of meaningful economic development impacts to the
Commonwealth resulting from successful completion of the proposed
project.
2. Demonstration of meaningful greenhouse gas or energy use reductions
resulting from widespread adoption of the technology.

8Applicant Team

BudgetProject Workplan

1. Lead Applicant has relevant skills, qualifications, and experience tolead execution of the project. Other Applicant Team members haverelevant skills, qualifications, and experience to support successful
completion of the project.
2. Demonstration of the impact of the proposed project on Lead
Applicant’s ability to develop and/or commercialize the technology, as
well as any benefits or impacts to other members of the Applicant
Team.
3. Identification of the proposed InnovateMass project’s relationship toother projects funded or proposed to be funded by MassCEC.
1. Identification of how grant funds and cost share will be allocated within
the proposed project budget.
2. Reasonableness of the budget relative to the Project Workplan; costeffectiveness compared to other similar applications.
1. A Project Workplan (Attachment B), including steps to assess progressand measure success. A strong Project Workplan will include a
description of how necessary resources will be mobilized and how the
work can be accomplished according to the proposed timeline.
2. An estimated timeline that fits the Project Workplan and highlights key
project development and deployment landmarks that enable theproject to begin within six months of an award.
3. Project Workplan is relevant to the goals of the Program, andachievable within a 24-month timeframe.
4. A description of how the Applicant Team intends to demonstrate
successful completion of milestones under the InnovateMass Program,including (if applicable):• A detailed performance monitoring and verification plan forassessing the performance of pilot demonstration.
• A clear articulation of project goals and/or design criteria.
5. A description of the metrics by which the proposed project will bemeasured upon completion.

VIII. HOW TO APPLYThe Lead Applicant will submit the Application materials prepared by the Applicant Team.
It is the sole responsibility of the Lead Applicant to ensure that the Application is complete and properly
submitted. At its discretion, MassCEC may request supplemental materials from the Lead Applicant andsuch materials must be submitted within ten (10) days of the request or the Application may be rejectedwithout further review.
All of the following documents must be included in the Application:•••

InnovateMass Application Form
Attachment A: Lead Applicant’s Signature and Acceptance Form
Attachment B: Project Workplan. Using the Project Workplan Template (Attachment B), the Lead
Applicant must:• briefly describe the key tasks and milestones, responsible parties, and timeline of the proposeddemonstration project, including a proposed schedule for monitoring to obtain the required
performance data. An approved Project Workplan will serve as the first deliverable eligible for9•

grant funding.
• include an estimated budget, including total cost, total grant request, and total cost share(minimum fifty percent (50%) of grant request, or twenty-five percent (25%) for Public Benefit
Project Sites).
Letter(s) of Commitment. A signed Letter of Commitment shall indicate that, if awarded, theApplicant Team has agreed to work together to implement and manage the proposed project. One ormore letters must be provided such that the letters include signatures from each participatingorganization, including the entity in control of the Project Site(s), and must lay out each teammember’s roles and responsibilities.

Optionally, Applicants are encouraged to complete the 30-second self-assessment as part of theCertification Program for the Supplier Diversity Office of Massachusetts (SDO).
• MassCEC is interested in understanding the composition of its applicant and awardee pool in the
InnovateMass Program. Applicants who choose to complete the SDO self-assessment tool areencouraged to provide a screenshot or printout of the results page with their application packages
to support MassCEC’s effort to collect data regarding the applicant and awardee pool for theInnovateMass Program. While this is not currently a Program requirement, applicant submissionof the SDO questionnaire will help MassCEC better understand the composition of our applicant
base today and may influence the selection of projects in the future.
• While MassCEC encourages its Program Applicants to pursue certification if eligible, MassCEC
recognizes that venture-backed startups may be ineligible for certification. Because MassCEC isinterested in the results of the self-assessment tool primarily for informational purposes,
MassCEC requests that Applicants respond to the questions in the tool based only on full-time
employees with equity stakes, rather than considering the equity owned by investors.
The completed Application and all other documentation (including the project budget) should besubmitted to innovate@masscec.com in a single PDF file with an additional copy of the project budget ina separate Excel file. “InnovateMass Application – [Company Name]” must appear in the e-mail subject
line.

COLLABORATION PLATFORM: SLACK
Applicants are encouraged to join the InnovateMass Slack platform. The purpose of the InnovateMass
Slack platform is to convene Clean Energy Companies, host sites, and stakeholders to brainstorm ideas,
develop partnerships, and eventually collaborate as co-applicants in the InnovateMass Program. The
InnovateMass channels on the Slack platform will be continually updated with potential break-out
categories, depending on the technology or host site topics being discussed. Potential applicants arewelcome to create a post at any time in the general channel, or in any of the break-out channels, andshare ideas on potentially feasible innovative demonstration project(s) or how you would like to join as a
co-applicant or as a host site. This Slack platform is for you to use as a tool in developing the best
innovative clean technology demonstration projects. The Slack platform will be managed by MassCEC andvarious stakeholders to help facilitate discussions and collaborations. After finding co-applicants, pleasefeel free to take your conversation offline once you've identified a demonstration project worth pursuing
as a proposal. A link to the Slack platform can be found here.

IX. CONTACT INFORMATIONAll questions regarding the InnovateMass Program and this RFP should be directed to:innovate@masscec.com
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X. GENERAL REQUEST FOR PROPOSALS CONDITIONSDEFINITIONS
For the purposes of this RFP, the following definitions apply:“Clean Energy Companies” are companies that have “…advanced and applied technologies thatsignificantly reduce or eliminate the use of energy from non-renewable sources including, but not limitedto: (i) energy efficiency; (ii) demand response; (iii) energy conservation; or (iv) technologies powered, inwhole or in part, by the sun, wind, water, geothermal energy, including networked geothermal and deep
geothermal energy, hydrogen produced by non-fossil fuel sources and methods, alcohol, fuel cells,fusion energy or any other renewable, non-depletable or recyclable fuel…” (See M.G.L. c. 23J § 1 as
amended pursuant to Chapter 179 of the Acts of 2022 “An Act Driving Clean Energy and Offshore Wind”).
(https://malegislature.gov/Laws/GeneralLaws/PartI/TitleII/Chapter23J/Section1). Please note thattechnologies related to coal, oil, nuclear power, biomass, and natural gas (except where used in fuel cells)
will not be considered Clean Energy Technologies for purposes of this RFP.
“Massachusetts-based Company” is a company that currently has and will maintain throughout the courseof the Project a majority of the following in Massachusetts (i.e., if four (4) apply, then three (3) must be in
Massachusetts, and if three (3) apply, at least two (2) must be based in Massachusetts): company
headquarters (primary executives located in Massachusetts); primary research and development
operations; primary manufacturing operations; and primary sales & marketing office.

NOTICE OF PUBLIC DISCLOSURE
As a public entity, MassCEC is subject to Massachusetts’ Public Records Law, codified at Chapter 66 of the
Massachusetts General Laws. Thus, any documentary material, data, or other information received by
MassCEC from an applicant is a public record subject to disclosure . Applicants may not send MassCEC any
confidential or sensitive information in response to this RFP; if MassCEC receives any confidential orsensitive information in response to this RFP, then MassCEC shall, in its sole discretion, determine whether
any particular document, material, data, or other information is exempt from or subject to public
disclosure.

DISCLAIMER & WAIVER AUTHORITY
This RFP does not commit MassCEC to award any funds, pay any costs incurred in preparing an application,or procure or contract for services or supplies. MassCEC reserves the right to accept or reject any or all
applications received, waive minor irregularities in submittal requirements, modify the anticipatedtimeline, request modification of an application, negotiate with all qualified applicants, cancel or modify
the RFP in part or in its entirety, or change the application guidelines, when in its best interests.
This RFP has been distributed electronically using MassCEC’s website. It is the responsibility of applicants
to check the website for any addenda or modifications to an RFP to which they intend to respond.
MassCEC accepts no liability and will provide no accommodation to applicants who submit an application
based on an out-of-date RFP document.

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CONTRACT REQUIREMENTS
Upon MassCEC’s authorization to proceed with the proposal, MassCEC and the Lead Applicant(s) will
execute a contract substantially in the form of the template Grant Agreement attached hereto as
Attachment D which will set forth the respective roles and responsibilities of the parties. The template
grant agreement is attached as Attachment D for informational purposes.

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ATTACHMENT A: AUTHORIZED APPLICANT’S SIGNATURE AND ACCEPTANCE FORM
InnovateMass
The undersigned is a duly authorized representative of the Applicant named below. The undersigned has
read and understands the RFP requirements and acknowledges and confirms that the Applicant andeach member of its team has read and understands the RFP Requirements. The undersigned
acknowledges and agrees that all of the terms and conditions of the RFP are mandatory.
The undersigned and each Applicant and each member of its team acknowledges and agrees that (i) allmaterials submitted as part of the application are subject to disclosure under the Massachusetts Public
Records Law, as explained in the RFP; (ii) that MassCEC has no obligation, and retains the sole discretion
to fund or choose not to fund the application set forth herein; and (iii) that MassCEC’s receipt of theapplication does not imply any promise of funding at any time.
The undersigned and each member of the Applicant’s team understands that, if the Application is
selected by MassCEC pursuant to this RFP, the Applicant will execute and deliver an agreement to beprovided by MassCEC that shall set forth the terms and conditions, together the respective roles andresponsibilities of the Applicant, and each member of its team, and MassCEC, with respect to the projectdescribed in the RFP. The undersigned and each member of the Applicant’s team acknowledges thatthey have reviewed the example grant agreement terms provided with the RFP.
I certify that the statements made in this Application, including all attachments and exhibits, are trueand correct.

Applicant: ______________________________________(Printed Name of Applicant)
By: ________________________________________________(Signature of Applicant or Authorized Representative)
Title: ______________________________________________
Date: ______________________________________________

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ATTACHMENT D: SAMPLE INNOVATEMASS GRANT AGREEMENT TEMPLATEGRANT AGREEMENT
This Grant Agreement (the “Agreement”), effective as of [Date – Month DD, YYYY] (the “EffectiveDate”), is by and between the Massachusetts Clean Energy Technology Center (“MassCEC”) an
independent public instrumentality of the Commonwealth of Massachusetts with a principal office andplace of business at 294 Washington Street, Suite 1150, Boston, MA 02108, and [Grantee Name] with aprincipal office and place of business at [Grantee Address] (“Grantee”). Each of MassCEC and Grantee
are at times referred to in this Agreement as a “Party,” and together the “Parties”.
WHEREAS, the development of clean energy technologies requires a successful demonstration andvalidation of the technology to make it viable for investment and ready for mass production;
WHEREAS, MassCEC created the InnovateMass program (the “Program”) to help bring to market newtechnologies or novel combinations of existing technologies, finding demonstration projects that
address the energy and climate challenges facing the Commonwealth;
WHEREAS, pursuant to this Agreement, MassCEC will provide Grantee a grant to demonstrate[description of the Project] (the “Project”) [with CRITICAL PARTNERS] to [Describe nature of involvementwith Critical Partners]; andWHEREAS, [Critical Partner] is a [Nature of Critical Partner], with a principal office and place of businessat [Critical Partner’s Address] and will [nature of Critical Partner’s contribution to Project].
NOW, THEREFORE, in consideration of the recitals, the mutual promises and covenants contained in thisAgreement, and other good and valuable consideration, the receipt, adequacy, and sufficiency of which
are hereby acknowledged, MassCEC and Grantee agree as follows:
1. Performance of the Work
Grantee shall conduct the Project and provide the deliverables (the “Deliverables”) described in the
project workplan (the “Project Workplan”), which shall be developed after the execution of thisAgreement by Grantee in collaboration with a Program technical consultant (the “Technical Consultant”)
retained by MassCEC and subject to final approval in writing (email acceptable) by the MassCEC ProjectManager(s) designated in Section 4(a) below.
The Project Workplan shall be attached to and incorporated into this Agreement as Attachment 1
without the need to amend this Agreement. For the avoidance of doubt, the Parties agree that
MassCEC’s obligations under Section 3 in this Agreement are subject to and conditioned upon a
finalized approved Project Workplan in accordance with the terms of this Section 1. MassCEC
shall have the right at its sole discretion to allow for additional time for the completion ofDeliverables in the Work Plan without need to amend this Agreement. If Grantee cannot satisfy acompletion date, it shall seek MassCEC’s prior written approval, email acceptable, of a later
completion date and provide reasoning for its request. MassCEC shall approve or deny Grantee’srequest, email acceptable, within a reasonable time period.
Grantee is solely responsible for all Project decisions, the preparation of all plans and specifications,and completing the Project in accordance with the Project Workplan. Grantee will, for the full
duration of the Agreement, ensure that the Project qualifies as “clean energy” or “clean energy
research” as such terms are defined in M.G.L. c. 23J, Section 1 (collectively, the “Clean Energy
Project Qualifications”).
14Grantee is solely responsible for selecting and entering into a written contract (or contracts) with
contractors as necessary to provide the Deliverables and complete the Scope of Work, and for
ensuring that the contractors Grantee retains comply with all applicable provisions of thisAgreement. Grantee acknowledges that MassCEC shall have no responsibility for managing suchcontractors or the relationship between Grantee and its contractors. Further, Grantee shallindemnify and hold harmless MassCEC from any Damages (as defined in Section 14) associatedwith any disputes occurring between Grantee and its contractors arising from or in relation to
the Project.
Grantee acknowledges that MassCEC will have no responsibility for management of the Project,including obtaining all local, state, and federal permits, as applicable.
Grantee shall be responsible for completing all required steps to receive funding from any otherentity besides MassCEC.
2. Term
The term of this Agreement shall commence on the Effective Date, and shall expire on [Date –Month DD, YYYY] (the “Term”) unless otherwise terminated in accordance with Section 8
herein.
3. Grant Amount; Payment; Rescission
Grant Amount. In consideration of the various obligations to be undertaken by Grantee pursuant tothis Agreement, MassCEC agrees to provide Grantee with funds in an amount not to exceed[write out amount] Dollars ($number) (the “Grant”). The Parties acknowledge and agree that
this is a maximum authorization, and MassCEC is under no obligation to transfer the full amount
to Grantee, or any amount, in the event Grantee does not satisfy the requirements under thisAgreement, including, but not limited to, the development of the finalized and approved Project
Workplan. Grantee acknowledges and agrees that this receipt of the Grant, or any portion ofthis Grant, does not create any rights of preferences to receive subsequent funding from
MassCEC. In no event shall the Grant exceed the amount specified in this section.
Payment. MassCEC will pay Grant funds to Grantee in installments in accordance with the Project
Workplan in Attachment 1 (each installment a “Grant Installment”). Grantee shall submit an
invoice by email to MassCEC’s Project Managers listed in Section 4(a). Grantee shall submit each
invoice accompanied by a completed and signed Cost Share and Expenditure Certification(Attachment 2) that certifies that the Cost Share requirement has been met, based upon
Allowable Expenses incurred and payment made by Grantee. MassCEC shall pay each Grant
Installment within forty-five (45) days of approval of the corresponding invoice.

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Rescission. If Grantee materially breaches any term of the Agreement, in addition to the ability toterminate as set forth in Section 8(a), MassCEC shall have the right to rescind Grant payments;
provided, however, that Grantee shall have the opportunity to cure such breach within thirty (30)days of the breach and if Grantee does so, MassCEC shall not exercise the right to rescind Grant
payments. If Grantee becomes insolvent, makes an assignment of rights or property for the
benefit of creditors, or files for or has bankruptcy proceedings instituted against it under thefederal bankruptcy law of the United States, or if MassCEC reasonably believes that such an
event is imminent, MassCEC, acting in its sole discretion, may rescind the remaining undisbursed
portion of the Grant. If, after a period of six (6) months from the date of the award notification,
Grantee has not completed an approved Project Workplan, the award may be rescinded by
MassCEC in its sole discretion. If, twenty-four (24) months after the Effective Date, the Project
has not been completed, MassCEC reserves the right to reduce or rescind the remaining
unfunded portion of the Grant, provided that MassCEC may waive this penalty in its sole
discretion.
4. Project Managers
MassCEC and Grantee have designated the following persons to serve as Project Managers to
support effective communication between MassCEC and Grantee and to report on the Project’s
progress (the “Project Managers”).
For MassCEC:[First Name Last Name], ([phone number] / [email]@masscec.com)[First Name Last Name], ([phone number] / [email]@masscec.com)
For Grantee:[First Name Last Name], ([phone number] / [email]@)
Grantee shall obtain prior written approval from MassCEC to make any change to its ProjectManager. For the avoidance of doubt, MassCEC may update its Project Manager(s) listed
without amending this Agreement, if done in compliance with the notice provisions of Section 5.
5. Notice
Any notice in this Agreement shall be in writing and shall be sent either by (i) facsimile, email, orother electronic transmission, (ii) courier, or (iii) first class mail, postage prepaid, addressed to theProject Manager listed in Section Error! Reference source not found.(a) at the address indicated in
the preamble of this Agreement (or to such other address as a Party may provide by notice to theParty pursuant to this section), and shall be effective (x) at dispatch, if sent by facsimile, email, orother electronic transmission, (y) if sent by courier, upon receipt as recorded by courier, or (z) if sent
by first class mail, five (5) days after its date of posting.
6. Publicity; Use of Name
Grantee shall collaborate directly with MassCEC to prepare any public statement, media strategy or
announcement relating to or bearing on the work performed or data collected under thisAgreement or to prepare any press release or for any news conference in which MassCEC isconcerned or discussed, including, but not limited to, any media pitches, interviews, embargoedmaterials, photo opportunities, blogs, guest columns, media events, or editorial boards which
relate to this Agreement or MassCEC (each, a “Public Statement”) and shall in no event bepermitted to publish, release, or otherwise disseminate any such Public Statement without
MassCEC’s prior written consent.

16Grantee agrees that MassCEC shall have the right to make use of and disseminate, in whole or inpart, all work products, reports, Deliverables, and other information produced in the course of
the Project, and to use the information in such materials contained to produce summaries, casestudies, or similar information resources.
7. Other Requirements
a. Monitoring and Evaluation. Grantee agrees to support MassCEC’s program monitoring andevaluation activities, and MassCEC’s dissemination of information regarding Grantee’s
experiences. To this end, Grantee agrees that its key personnel and contractors working on the
Project will be available at reasonable times with advance notice to be interviewed by MassCEC
or its authorized representatives for purposes of obtaining information on the status of the
Project, evaluating the Program, and/or case study development. Grantee agrees to (a) provide
Project status updates to the Technical Consultant approximately once per month during thecourse of the Project; and (b) respond promptly to inquiries for documentation or informationfrom MassCEC or its Technical Consultant.
b. Grant Administration. Grantee shall use the Grant funds only for the activities described in theapproved Project Workplan. Grantee shall maintain financial records relating to the receipt andexpenditure of all Grant funds in accordance with the terms set forth under this Agreement for aperiod of seven (7) years starting on the first day after final payment under the Agreement.
c. Grant Expenditure. All costs incurred by Grantee before the Effective Date are incurred
voluntarily, at Grantee’s risk and upon its own credit and expense. Grantee shall not incur any
costs to be charged against Grant funds prior to the Effective Date.
d. Cost Share. Grantee agrees to meet a minimum [PICK ONE DEPENDING ON WHETHER PUBLIC
BENEFIT SITE: fifty percent (50%) or twenty-five percent (25%)] cost share (“Cost Share”) overthe Grant term, including a minimum twenty percent (20%) cash cost share. “Cash Cost Share”
shall consist only of cash contributed by Grantee or [CRITICAL PARTNERS], documented grants
from other parties (such as other state or federal agencies or charitable organizations), or
contributions of equipment, materials, or subcontractor labor. Grantee agrees andacknowledges that its Cost Share may be direct labor from Grantee or [CRITICAL PARTNERS],
Cash Cost Share or a combination thereof. MassCEC shall determine, in its sole discretion,
whether any funds that Grantee seeks to categorize as Cost Share for purposes of thisAgreement satisfy the requirements of this Agreement, and MassCEC will pay Grant funds only
upon Grantee’s demonstration of Cost Share for each Grant Installment by providing (i)Deliverables as set forth in the Project Workplan; and (ii) Expenditure and Cost-Share
Certifications at each milestone set forth in the Project Workplan. Grantee agrees that, in theabsence of such Cost Share, MassCEC shall not be bound by this Agreement to provide any
Grant Installment. Grantee’s cumulative Cost Share amount at the time Grantee submits any
invoice to MassCEC shall constitute no less than forty percent (40%) of total of all invoiced Grant
Installments.
e. Allowable Expenses. Grantee’s costs uniquely associated with the Project and incurred directly inthe completion of Milestones set forth in the Project Workplan and identified in the Project
Budget (the “Allowable Expenses”) shall be eligible for Cost Share. For the avoidance of doubt,
Allowable Expenses shall not include general administration, overhead, mark-ups, travel (byGrantee) or general-purpose facilities, equipment, materials, or software.

17

f.

Patent Filings. Grantee shall notify MassCEC in writing (email acceptable) of the filing of allpatent applications and all issuances to it of any and all patent(s) directed to an invention
conceived, made and/or obtained, in whole or in part, by Grantee in the course of, and/or
resulting or stemming from, research or development funded in whole or in part by the Grant
funds that may result in a patent or patent application or patent rights within thirty (30) days
following such filing(s) which commitment shall survive termination of this Agreement.

g. Licensing of Technologies. Grantee shall notify MassCEC in writing (email acceptable) of thelicensing of any technologies conceived, made and/or obtained, in whole or in part, by Grantee
in the course of, and/or resulting or arising from, research or development funded in whole or inpart by this MassCEC award within thirty (30) days of such licensing, which commitment shallsurvive termination of this Agreement. Under no circumstances shall Grantee be permitted todeny or fail to disclose the existence of such a licensing arrangement, regardless of whether
such a nondisclosure obligation exists under the arrangement. To the extent such licensing
arrangement restricts Grantee from revealing confidential terms of the arrangement, Grantee
shall provide MassCEC with a non-confidential description of the arrangement by withholding or
redacting any information that would violate such confidentiality obligations.
h. Massachusetts Presence and Registration Requirement. During the Term, Grantee shall maintaina majority of the following of its business operations in the Commonwealth: (i) the location of
the company headquarters; (ii) primary sales and marketing operations; (iii) primary
manufacturing operations; (iv) primary research and development operations (the“Massachusetts Presence Requirement”). Grantee shall immediately notify MassCEC in writingin the event at any time during the Term it is no longer in compliance with the Massachusetts
Presence Requirement.
8. Termination
MassCEC may terminate this Agreement at any time if Grantee has materially breached any term of
the Agreement and fails to cure such breach as provided in Section 3(c).
MassCEC may terminate this Agreement in the event of loss of availability of sufficient funds for the
purposes of this Agreement or in the event of an unforeseen public emergency or other changeof law mandating immediate action inconsistent with MassCEC performing its obligations under
this agreement.
Except as otherwise provided in the Agreement, the rights and obligations of each of the Parties
under Sections: 5, 6(b), 7(b), 7(f), 7(g), 8, 10, 11, 14, 15, 18, 19, 21, 22, 24, 26, and 27 of thisAgreement shall survive and remain in effect after the termination or expiration of thisAgreement.
d. Throughout the term of this Agreement, Grantee agrees and acknowledges that to receive
payments of Grant Installments, Grantee must ensure the Project conforms with (i) the Clean
Energy Project Qualifications, (ii) the Massachusetts Presence Requirement, (iii) the Project
Workplan, and (iv) that the Project is completed within four (4) years of the Effective Date. The
Parties agree that in the event MassCEC determines, in its sole discretion, that Grantee has
failed to comply with any of the requirements of (i) through (iv) in the immediately preceding
sentence, MassCEC shall have the right to immediately terminate this Agreement in accordancewith this section and reduce or rescind Grant Installments. In addition, pursuant to Section 11,
Grantee shall be required to refund any and all non-complying Grant Installments, or portions ofsuch Grant Installments, made by MassCEC prior to the effective date of such termination(“Termination Date”), in the event an audit reveals the existence of a Nonconformance Event (asdefined in Section 11) at any other time on or after the Effective Date.
18

9. Tax Forms and Grant Taxability
a. Grantee shall provide MassCEC with a properly completed United States Internal Revenue
Service (“IRS”) Form W-9 (the “W-9”). Failure to provide the W-9 shall be grounds forwithholding all Grant Installments until such W-9 is received. W-9s shall be emailed tofinance@masscec.com.
b. Grants may be considered taxable income by the IRS and the Massachusetts Department of
Revenue. Grantee is solely responsible for any failure to timely consult with a tax professional todetermine the federal and/or state implications of this Agreement. MassCEC will issue an IRS
Form 1099 to each Grantee. For all tax-exempt entities (including government entities), a taxexemption certificate or IRS tax-exemption determination letter must be emailed tofinance@masscec.com.
10. Access and Use
Grantee agrees to license or otherwise make available to MassCEC in perpetuity, without charge, theGrantee’s interest in and copyright (if any) to all non-confidential materials prepared and produced for
the Project, including, without limitation, all plans, specifications, and analyses developed in connection
with the Project and specified as being for MassCEC’s use and public dissemination; provided, however,that any and all inventions that are conceived or first reduced to use during the course of the Project
shall be the sole property of Grantee (except that if jointly invented, title shall flow in accordance with
United States patent law), and any licensing requests for such inventions shall be subject to good faithnegotiations between the Parties.
11. Audit
At any time prior to the completion of the Project and as otherwise provided in this section, MassCEC
will have the right to audit Grantee’s or its other agents’ records to confirm the use of the Grant
awarded under this Agreement. If such audit reveals that any portion of such funds was utilized for
purposes not permitted under the Agreement (a “Nonconformance Event”), then Grantee shall refund
to MassCEC the amount determined by such audit to have been improperly used within thirty (30) daysof Grantee’s receipt of such audit and demand. In the event such audit reveals a Nonconformance
Event, MassCEC shall be permitted to immediately terminate this Agreement and discontinue disbursing
Grant Installments to Grantee effective as of the date the audit is completed, subject to any limitations
set forth by Section 8. Grantee shall maintain books, records, and other compilations of data pertaining
to the funds paid under the Agreement to the extent and in such detail as shall properly substantiate
use of such payments. All such records shall be kept for a period of seven (7) years, starting on the firstday after final payment under the Agreement (the “Retention Period”). If any litigation, claim,
negotiation, audit, or other action involving the records is commenced prior to the expiration of the
Retention Period, all records shall be retained until completion of the audit or other action andresolution of all issues resulting from audit or other action, or until the end of the Retention Period,
whichever is later. MassCEC or the Commonwealth or any of their duly authorized representatives shallhave the right at reasonable times and upon reasonable notice, to examine and copy at reasonable
expense, the books, records, and other compilations of data of the Grantee which pertain to theprovisions and requirements of this Agreement. Such access may include on-site audits, review, andcopying of records.
12. Assignment and Subcontracting
Grantee shall not assign or in any way transfer any interest in Grant funds without the prior writtenconsent of MassCEC, including subcontracting any services except as otherwise included in the Project
Workplan.
1913. Compliance with Laws
Grantee agrees to comply with all applicable federal, state, and local statutes, rules, regulations, andpermitting requirements, including, but not limited to, all laws promoting fair employment practices or
prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiringof any applicant for employment nor shall any qualified employee be demoted, discharged, or otherwise
subject to discrimination in the tenure, position, promotional opportunities, wages, benefits, or terms
and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion,
disability, handicap, sexual orientation, gender identity, or for exercising any rights afforded by law.
14. Indemnificationa. To the fullest extent permitted by law, Grantee shall indemnify and hold harmless theCommonwealth, MassCEC, and each of their respective agents, officers, directors, andemployees (together with the Commonwealth and MassCEC, the "Covered Persons") from andagainst any and all liability, loss, claims, damages, fines, penalties, costs, and expenses (including
reasonable attorney's fees), judgments and awards (collectively, "Damages") sustained, incurredor suffered by or imposed upon any Covered Person resulting from (i) any breach of thisAgreement or false representation of Grantee, its officers, directors, employees, agents,
subcontractors, or assigns under this Agreement, or (ii) any negligent acts or omissions or
reckless misconduct of Grantee, its officers, directors, employees, agents, subcontractors, orassigns. Without limiting the foregoing, Grantee shall indemnify and hold harmless each
Covered Person against any and all Damages that may arise out of or are imposed due to thefailure to comply with the provisions of applicable law by Grantee or any of its agents, officers,
directors, employees, subcontractors, or assigns.
b. In no event shall either Party be liable for any indirect, incidental, special, punitive, orconsequential damages whatsoever (including, but not limited to, lost profits or interruption ofbusiness) arising out of or related to Grantee’s, its officers’, directors’, employees’, agents’,subcontractors’, or assigns’ performance of the Project under this Agreement.
15. Public Records and CTHRU
As a public entity, MassCEC is subject to the Commonwealth’s Public Records Law, codified at M.G.L. c.
66. Thus, any documentary material, data, or other information received by MassCEC from an applicant
is a public record subject to disclosure. Grantee acknowledges and agrees that MassCEC, in its sole
discretion, shall determine whether any particular document, material, data, or other information is
exempt from or subject to public disclosure. Grantee agrees and acknowledges that it shall not send
MassCEC any confidential or sensitive information under this Agreement.
Grantee agrees and acknowledges that MassCEC shall have the right to disclose the name of Grantee
and/or payee, the amount of the payment pursuant to this Agreement, and any other information it
may deem reasonably necessary on CTHRU, the Commonwealth’s online database of state spending, or
any other applicable state spending website.
16. Insurance
Grantee certifies that appropriate insurance coverage for all activities under this Agreement has beenobtained and shall be maintained in effect through the term of this Agreement. GRANTEEACKNOWLEDGES THE SUFFICIENCY OF THE TYPES AND AMOUNTS OF INSURANCE COVERAGE
MAINTAINED AND THE APPROPRIATENESS OF THOSE COVERAGES FOR THE DURATION OF THE TERM. At
MassCEC’s request, Grantee will provide MassCEC with copies of the certificates of insurance evidencing
such coverage. The insurance requirements for the Project and pursuant to this Agreement are solely
Grantee’s responsibility and shall not relieve Grantee of any responsibility to MassCEC.
2017. Conflict of Interest
Grantee acknowledges that all MassCEC employees are subject to the Commonwealth’s Conflict ofInterest statute, codified at M.G.L. c. 268A.
18. Lobbying
No funds awarded by this Agreement may be used to pay for or otherwise support any activities
intended to influence any matter pending before the Massachusetts General Court or for activities
covered by the law and regulations governing “legislative agents” or “executive agents” set forth in the
Massachusetts Lobbying Law, M.G.L. c. 3, Section 39.
19. Choice of Law and Forum; Arbitration; Equitable Relief
This Agreement and the rights and obligations of the Parties shall be governed by and construed inaccordance with the laws of the Commonwealth, without giving effect to its conflict of laws
principles. Any dispute arising out of or relating to this Agreement or its breach, termination, or
invalidity, whether before or after termination of this Agreement, if not resolved by negotiation
among the Parties within thirty (30) days after such dispute is raised by either Party in writing,will be settled by binding arbitration by a single arbitrator in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect, and judgment upon theaward rendered by the arbitrator may be entered in any court having jurisdiction over thisAgreement. Any such arbitration will be conducted in or near Boston, Massachusetts. The
prevailing Party shall be entitled to receive from the other Party its reasonable attorney’s fees
and costs incurred in connection with any action, proceeding or arbitration under thissubsection.
This section shall not be construed to limit any other legal rights of the Parties. Each Party
acknowledges and agrees that any breach or threatened breach of this Agreement by the otherParty may result in substantial, continuing and irreparable damage to the first Party. Therefore,
before or during any arbitration, either Party may apply to a court having jurisdiction for a
temporary restraining order or preliminary injunction, where such relief is necessary to protect
its interests pending completion of the arbitration proceedings.
20. Registration
Grantee represents and warrants that Grantee is registered and in good standing with the Secretary ofState’s Office of the Commonwealth of Massachusetts
21. Severability
Each provision of this Agreement shall be treated as a separate and independent clause and any
decision from a court of competent jurisdiction to the effect that any clause or provision of thisAgreement is null or unenforceable shall in no way impair the validity, power, or enforceability of any
other clause or provision of this Agreement.
22. Amendments and Waivers
MassCEC may amend Section 15 (without any action by Grantee) to reflect changes in law or MassCEC
policies and shall promptly deliver any and all such amendments to Grantee in the manner provided in
Section 5. Except as provided in the immediately preceding sentence, no amendments to or
modifications of this Agreement, and no waiver of any provision of this Agreement, shall be effective
unless the same shall be in writing and shall be signed by each of the Parties. Any waiver by MassCEC ofa breach of any provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of such provision or any other provision of this Agreement. Forbearance or21

indulgence in any form or manner by a Party shall not be construed as a waiver, or in any way limit theremedies available to that Party.
23. Force Majeure
Neither Party shall be liable or responsible to the other Party, nor be deemed to have breached thisAgreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to
the extent such failure or delay is caused by or results from acts beyond the impacted Party's ("Impacted
Party") reasonable control, including, without limitation, the following force majeure events ("Force
Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities(whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) actions,embargoes, or blockades in effect on or after the date of this Agreement; (e) national or regional
emergency; and (f) strikes, labor stoppages or slowdowns. The Impacted Party shall give notice within
two (2) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is
expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure
the effects of such Force Majeure Event are minimized. The Impacted Party shall resume theperformance of its obligations as soon as reasonably practicable after the removal of the cause. In theevent that the Impacted Party's failure or delay remains uncured for a period of ten (10) days following
written notice given by it under this section, the other Party may thereafter terminate this Agreement
upon fifteen (15) days' written notice.
24. Independent Status
Nothing in this Agreement will be construed or deemed to create a relationship of employer andemployee, partner, joint venturer, or principal and agent between MassCEC and Grantee, its employees,
agents, or officers.
25. Counterparts
This Agreement may be executed in two (2) or more counterparts, and by the Parties on separate
counterparts, each of which will be deemed an original, but all of which together will constitute one andthe same instrument.

26. Interpretation
The headings in this Agreement are for reference only and do not affect the interpretation of thisAgreement. For purposes of this Agreement, (a) the words "include," "includes," and "including" aredeemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) thewords "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole.
Unless the context otherwise requires, references in this Agreement: (x) to sections, subsections,schedules, and exhibits mean the sections of, the subsections of, and schedules and exhibits attachedto, this Agreement; (y) to an agreement, instrument, or other document means such agreement,
instrument, or other document as amended, supplemented, and modified from time to time to theextent permitted by the provisions of such agreement, instrument, or other document; and (z) to astatute means such statute as amended from time to time and includes any successor legislation to suchstatute and any regulations promulgated under such statute. Whenever the singular is used in thisAgreement, the same shall include the plural, and whenever the plural is used in this Agreement, thesame shall include the singular, where appropriate. This Agreement shall be construed without regard to
any presumption or rule requiring construction or interpretation against the Party drafting an
instrument or causing any instrument to be drafted. This Agreement is the result of negotiations
between, and has been reviewed by, the Parties and their respective legal counsel.
2227. Binding Effect; Entire Agreement
This Agreement shall be binding on the Parties and their respective successors and permitted assigns,
and shall inure to the benefit of the Parties and their respective successors and permitted assigns.
Except as provided in the immediately preceding sentence, nothing in this Agreement shall be construed
to create any rights or obligations except between the Parties, and no person shall be regarded as athird party beneficiary of this Agreement. This Agreement embodies the entire understanding andagreement between the Parties with respect to the subject matter of this Agreement and supersedes all
prior oral or written agreements and understandings relating to such subject matter. No statement,
representation, warranty, covenant, or agreement of any kind not set forth in this Agreement will affect,
or be used to interpret, change, or restrict, the express terms and provisions of this Agreement.
Furthermore, neither Grantee’s nor any of its subcontractors’ provision of services under thisAgreement implies, establishes or otherwise creates any rights or expectations of additional contracts
with the MassCEC, whether related or unrelated to the subject matter of this Agreement. The following(together with all exhibits, schedules, and attachments) are hereby incorporated into this Agreement byreference:
Attachment 1—Project Workplan
Attachment 2—Cost Share and Expenditure Certification[Remainder of Page Intentionally Blank]23

In witness whereof, the Parties have caused this Agreement to be duly executed and delivered by their
duly authorized officers effective as of the Effective Date.

Massachusetts Clean Energy Technology Center[Grantee’s full legal entity name]

By:

By:

Name:

Name:

Title:

Title:

Date:

Date:
Federal Tax ID No.:24

Attachment 2—Cost Share and Expenditure Certification

For submission with Grantee’s invoice
Grantee Contact and Project Financing Information
Project Title
Grantee Contact Name, Title
Company/Organization
Milestone # and Name
Grant Installment Amount Requested
Grantee Cost Share Amount for Milestone
Cost Share Source(s) I.e. Investors, in-kind, labor, cash, etc. Please include
names of entities contributing to each type of cost share,amounts for eachThis Cost Share and Expenditure Certification is subject to the Agreement, by and between Grantee and
MassCEC. By signing below, the undersigned certifies that:
1. They are authorized to sign on behalf of Grantee;
2. MassCEC, pursuant to Section 11 of the Agreement, has the right to audit records to confirm theuse of funds is consistent with the Grant requirements and may do so at any time in compliancewith the terms of the Agreement;
3. Grantee has used and/or will use all Grant funds for the Project.

By: _____________________________________________________(Signature of Authorized Representative)

Name___________________________________________________

Title____________________________________________________

Date____________________________________________________

25