TEMPLATE — NOT A BINDING CONTRACT

Phase 1 pilot agreement — heads of terms

This is the template CoolGrid Dubai brings to a Phase 1 scoping conversation with a building owner or district cooling operator and an academic research partner. It is written to be readable by all three sides before lawyers are involved, and to satisfy the documentation a public funder expects to see attached to a pilot proposal.

This template is general information, not legal advice. Have it reviewed by qualified UAE counsel and by each party's institution before signature.

1. 1. Parties and purpose

   This document records the intended terms of a Phase 1 supervised pilot between CoolGrid Dubai (the "Provider"), the building owner or district cooling operator (the "Host"), and the academic institution providing independent review (the "Research Partner").

   The purpose of the pilot is to measure whether AI-generated operating guidance reduces cooling peak demand at the Host's site without degrading occupant comfort.

2. 2. Status of this document

   These heads of terms are a starting point for negotiation and are not a contract. No party is bound until a definitive agreement is signed by authorised signatories of all parties.

   Nothing here is an offer of investment, a supply commitment, or a guarantee of energy or cost savings.

3. 3. Scope of the pilot

   Sites in scope, plant equipment covered, and the measurement window are listed in Schedule A and fixed before the baseline period begins.

   Indicative duration is 16 weeks: instrumentation and data audit (2 weeks), baseline with no intervention (4 weeks), supervised intervention (8 weeks), analysis and reporting (2 weeks).

   Either party may pause the pilot in writing at any time; paused days are excluded from the analysis.

4. 4. Operational control and safety

   The Provider issues recommendations only. The Host retains full operational control of all plant and building systems at all times.

   No CoolGrid system writes setpoints to Host equipment during Phase 1 unless a separate written authorisation and safety review is completed.

   A comfort and safety envelope — temperature, humidity and equipment limits — is agreed in Schedule B before the intervention period. Recommendations that would breach it are suppressed.

   The Host may disregard any recommendation for any reason, and disregarded recommendations are logged rather than escalated.

5. 5. Data sharing and protection

   The Host grants the Provider a limited licence to process operational data listed in Schedule C for the purpose of the pilot only.

   The Host remains the owner of its operational data. The Provider will not sell it, use it to train models for other clients without written consent, or disclose it beyond the named individuals listed in Schedule D.

   Personal data is not required for the pilot and must not be shared. Where a data set could identify individual occupants, it is aggregated before transfer.

   On termination the Provider deletes or returns raw Host data within 30 days on request, retaining only aggregate results the parties have agreed to publish.

6. 6. Measurement and verification

   The baseline model, the definition of each reported metric, and the guided/unguided day schedule are agreed in writing before the intervention period and may not be changed afterwards.

   The Research Partner reviews and signs off the measurement method, and reviews the final analysis independently of the Provider.

   Results are reported with their uncertainty range. Where a reduction is not statistically meaningful, the report states so plainly.

7. 7. Roles and named leads

   Host: provides site access, data feeds, an operations lead, and fortnightly review attendance.

   Provider: provides the platform, data engineering, daily guidance during the intervention period, and the draft report.

   Research Partner: provides the principal investigator, method sign-off, independent analysis review, and any ethics or institutional approvals required.

8. 8. Costs and funding

   Phase 1 is intended to be grant-funded or delivered at cost. Any fees, in-kind contributions and metering costs are set out in Schedule E.

   If the pilot forms part of a public grant application, each party is responsible for its own institutional approvals and for the accuracy of the information it supplies.

9. 9. Intellectual property

   The Provider retains ownership of its platform, models and pre-existing IP. The Host retains ownership of its site data and building information.

   Results and jointly created analysis are owned as agreed in Schedule F, with the Research Partner's institutional IP policy taking precedence where it applies.

10. 10. Confidentiality and publication

    Each party keeps the other's confidential information confidential for three years from disclosure.

    Neither party publishes results, names the other in marketing, or issues a press release without prior written approval. Approval is not unreasonably withheld for anonymised academic publication.

11. 11. Liability

    Recommendations are advisory. The Host is responsible for its operating decisions and for the continued safe operation of its plant.

    Liability caps, insurance requirements and exclusions are to be agreed in the definitive agreement.

12. 12. Termination

    Any party may terminate on 14 days' written notice, or immediately on a material breach or a safety concern.

    Clauses covering data protection, confidentiality, IP and liability survive termination.

13. 13. Governing law

    The definitive agreement is intended to be governed by the laws of the Emirate of Dubai and the United Arab Emirates.