Fully Loaded Costs
means (a) all documented, direct out of pocket costs and expenses that Vivint reasonably expects to incur under contracts with any Person existing within thirty (30) days of each Initial Purchase Order Anniversary (or that are certain to exist as of the Initial Purchase Order Anniversary) to procure a Product meeting the requirements of the Agreement for delivery to Vivint Solar as of the applicable Initial Purchase Order Anniversary, including (i) costs of cellular service allocable to such Product, (ii) any licensing fees allocable to such Product, (iii) hardware costs of such Product paid to 2GIG or another manufacturer of such Product, and (iv) any software costs allocable to such Product; plus (b) the net present value of the costs and expenses that Vivint reasonably estimates it will incur to perform the Services for the Services Period as allocable to a Product. “Fully Loaded Costs” shall not include (and the following shall not be chargeable to Vivint Solar in the Unit Price of Products) any of Vivint’s internal costs and expenses associated with performance of this Agreement and that may otherwise be customarily recouped through the price of goods sold, including, without limitation: (i) hourly rates that Vivint would customarily charge to other Persons (including Affiliates) for an employee’s time and labor; and (ii) overhead costs, and all other direct and indirect costs (except for those payable under clauses (a) or (b) above), including, without limitation: (A) property taxes and payroll taxes and insurance; (B) worker’s compensation insurance required by applicable Law; (C) costs of maintaining insurance policies; (D) vacation and sick leave; (E) home and branch office rents; (F) light, heat, water, local telephone and other utilities for home and branch offices; (G) procurement or use of office furniture and equipment (e.g., computers, software, copy machines, and other equipment) for home and branch offices; (H) all accounting and legal services; (I) salaries and wages of those that may be billed to a project but who are not performing work or services, including salaries and wages for executive officers, members of the board of directors, and costs of general management departments, including sales, public relations, human resources, guards, receptionists, mail room, and janitorial and maintenance employees; and (J) to the extent not covered in the foregoing, all employee benefit plans.
