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10 January 2024 <br />EXHIBIT D <br /> <br />Maintenance of EVSEs <br /> <br />This Maintenance Agreement (“Maintenance Agreement”) governs any Customer purchase of maintenance set forth on the Sales <br />Order and Quote. In the event the Customer has not purchased any maintenance for its EVSEs, this Maintenance Agreement is not <br />applicable. <br /> <br />1. Term of Maintenance. This Maintenance Agreement shall be in effect until the Term Expiration indicated on the Sales <br />Order (the “Initial Term”) and shall be automatically renewed for additional periods of the same duration as the Initial Term <br />(collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current <br />term. <br /> <br />2. Maintenance. Maintenance requests may be initiated at the following number: (888) 780-0062. <br /> <br />a. Preventative Maintenance. During the Term, routine maintenance shall be provided by Company according to the <br />EVSEs manufacturers’ instructions. <br /> <br />b. Corrective Maintenance. For Customer maintenance requests that occur within the Term, Company shall schedule <br />the requested maintenance within three (3) business days of its receipt of any necessary replacement parts from the <br />EVSE manufacturer. <br /> <br />c. Event-Driven Maintenance. Any maintenance that is required due to vandalism, theft, or any damage that is <br />caused by Customer or a third-party (“Event-Driven Maintenance”) shall be the financial responsibility of the <br />Customer. Customer is encouraged to maintain appropriate levels of insurance on the EVSEs. Should Customer not <br />authorize Company to perform Event-Driven Maintenance, Company’s responsibility for maintaining the operation <br />of the EVSEs (including the EV Cloud Subscription Services) shall terminate until such time as Customer authorizes <br />the Event-Driven Maintenance. For the purpose of clarity, Customers shall bear all financial responsibility that is <br />connected with any Event-Driven Maintenance requests or requirements. Event-Driven Maintenance shall be <br />scheduled within three (3) business days of Company’s receipt of the necessary replacement parts from the <br />manufacturer. <br /> <br />d. Maintenance Exclusions. This Maintenance Agreement does not apply to defects resulting from alteration or <br />modification by Customer, improper storage or operation by Customer, failure to maintain by Customer, vandalism, <br />abuse, unauthorized relocation of EVSEs, installation of unauthorized software or firmware, driver misuse or <br />damage, and events due to force majeure. <br /> <br />3. Access to Premises; Indemnification. <br /> <br />a. Access. Customer acknowledge and agrees that Company or Company’s agents may need to access the Customer’s <br />premises to perform requested maintenance. <br /> <br />b. Company Indemnification. Company shall defend, indemnify and hold Customer, corporate affiliates, and their <br />respective officers, directors, agents and employees harmless from damage, liability and expenses, including, but not <br />limited, to reasonable attorneys’ fees, resulting from the negligent acts or willful misconduct of Company’s agents <br />and employees, or anyone directly or indirectly employed or controlled by it, committed while performing the <br />Maintenance on Customer’s premises, to the extent that they are the direct cause of the loss, damage or injury to <br />third parties or property (e.g., equipment dislodging and striking a third party due to improper installation), as <br />opposed to being caused by an occurrence or the consequences therefrom that the maintenance was intended to <br />deter, detect, or avert. The indemnification as provided in this paragraph shall be subject to a monetary limitation of <br />the amount of the Fees and Customer and Company both acknowledge that the monetary limitation referenced <br />above bears a reasonable, commercial relationship to this Agreement. This provision shall survive termination or <br />expiration of the Agreement. <br /> <br />c. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Company and its representatives, <br />agents, members, and employees from and against all claims, damages, losses, and expenses, including but not <br />Docusign Envelope ID: 17376B40-F266-4EAA-9C62-48006BF43380