HOLDOVER POLICY
Overview
Energy Exemplar is committed to helping customers maintain uninterrupted access to our Products. We encourage Customers to complete renewals or execute replacement Order Forms before the expiration of the applicable subscription term to avoid any interruption in service.
We recognize, however, that procurement processes, budget approvals, or contract negotiations may occasionally extend beyond the expiration date of an Order Form. This Holdover Policy is intended to provide a fair and transparent framework that allows continued access to Products during these limited transition periods while ensuring that continued use is appropriately licensed and compensated.
Holdover Use
If Customer continues to access or use the Products, or any portion thereof, following the expiration or termination of the applicable Order Form or subscription Term, such access or use shall constitute Holdover Use.
Unless otherwise agreed in writing by the parties, Holdover Use remains subject to the Agreement, including all applicable license restrictions, confidentiality obligations, and payment terms.
Holdover Fees
EE may invoice Customer for Holdover Use based on EE's reasonable determination of Customer's usage during the applicable period, subject to reconciliation where appropriate.
Fees for Holdover Use shall:
- be calculated using EE's then-current applicable list prices for the Products utilized;
- include a twenty-five percent (25%) holdover premium; and
- be prorated based on the duration of the Holdover Use.
Customer shall pay all Holdover Use fees in accordance with the payment terms of the Agreement.
Renewal During Holdover
If the parties execute a renewal Order Form or replacement Order Form covering the Holdover Use period, EE may, at its discretion, credit or otherwise account for Holdover Use fees already paid to avoid duplicate billing for the same period.
Reservation of Rights
Nothing in this Holdover Policy obligates EE to permit continued access to any Product following expiration or termination of the applicable Order Form.
EE reserves the right to suspend or terminate access to Products following expiration or termination in accordance with the Agreement.