ATLANTIC ENERGY MD, LLC
MASSACHUSETTS THIRD PARTY SUPPLIER FIXED RATE CUSTOMER CONTRACT
TERMS OF SERVICE

Agreement to Sell and Purchase Energy. These Terms and Conditions, together with the attached Disclosure Statement and Contract Summary, form the Agreement between Atlantic Energy MA, LLC (“Atlantic”), an independent energy services company, and the undersigned customer (“Customer”) under which Customer shall initiate electricity service and continue enrollment with Atlantic (the “Agreement”). Should there be any changes to this Agreement, Atlantic will first notify you in writing. Subject to the terms and conditions of this Agreement, Atlantic agrees to sell and deliver, and Customer agrees to purchase and accept the quantity of electricity, as estimated by Atlantic, necessary to meet Customer’s requirements based upon consumption data obtained by Atlantic or the delivery schedule of the Local Distribution Company (the “LDC”). Atlantic is not affiliated with and does not represent the LDC. The amount of electricity supplied under this Agreement is subject to change based upon data reflecting Customer’s consumption obtained by Atlantic or the LDC’s delivery schedule. The LDC will continue to deliver the electricity supplied by Atlantic.

Term. The Term for services under this Agreement is 3 months. The Term shall commence as of the date of the first meter reading following when the change of Customer’s rate type to Atlantic is deemed effective by the LDC, and shall continue for the period designated in the Contract Summary.

Right of Rescission. Customer has the right to cancel this Agreement without fees or penalties by contacting Atlantic by midnight of the third business day after receiving this Agreement.

Pricing, Billing, and Termination. The Price for services provided under this Agreement is 14.9¢ per kWh. The price will not change during the Term. Customer will receive a single bill from the LDC which will include Atlantic’s charges for electricity and the LDC’s charges for delivery charges. The LDC will handle the billing in accordance with their tariffs and applicable regulations pertaining to due dates, consequences of late payment and other billing issues. Atlantic may assign and sell Customer accounts receivable to the LDC. Customer may cancel this Agreement at any time by contacting Atlantic at (800) 917-9133 or via email at info@atlanticenergyco.com. |etf_tos_text1|

You will owe us for amounts unpaid for our charges for electricity generation up to the date of termination. A final bill will be rendered within twenty (20) days after the final scheduled meter reading or if access is unavailable, an estimate of consumption will be used in the final bill, which will be trued up subsequent to the final meter reading. Atlantic Energy does not physically cut off electric service, only your Utility may do that. If Atlantic Energy cancels this Agreement for any reason other than non-payment you will be mailed one (1) notice thirty (30) days prior to your service being returned to the Utility’s supply service.

Assignment. Customer may not assign its interests in and delegate its obligations under this Agreement without the express written consent of Atlantic. Atlantic may sell, transfer, pledge, or assign the accounts, revenues, or proceeds hereof, in connection with any financing agreement or receivables purchase program, and may assign this Agreement to another energy supplier, energy services company or other entity as authorized by the DPU.

Information Release Authorization. Customer authorizes Atlantic to obtain and review information regarding Customer’s credit history from credit reporting agencies and the following information from the LDC: consumption history; billing determinants; account number; credit information; public assistance status; existence of medical emergencies, status as to whether Customer has a medical emergency, This information may be used by Atlantic to determine whether it will commence and/ or continue to provide energy supply service to Customer and will not be disclosed to a third party unless required by law. Customer’s execution of this Agreement shall constitute authorization for the release of this information to Atlantic. This authorization will remain in effect during the Initial Term and any Renewal Term. Customer may rescind this authorization at any time by providing written notice thereof to Atlantic or by calling Atlantic at 1.800.917.9133. Atlantic reserves the right to cancel this Agreement In the event Customer rescinds the authorization.

Customer Protections. The services provided by Atlantic to Customer are governed by the terms and conditions of this Agreement. Atlantic will provide at least 15 days’ notice prior to the cancellation of service to Customer. Customer may obtain additional information by contacting Atlantic at 1.800.917.9133 or by writing to the Massachusetts DPU at: Massachusetts DPU, One South Station, Boston, MA, 02110. You may also contact the DPU for inquiries regarding the competitive retail energy market at 877-886-5066.

Final Bill. Customer is liable for all Atlantic charges until Customer returns to the LDC or goes to another supplier. A final bill will be rendered within twenty (20) days after the final scheduled meter reading or if access is unavailable, an estimate of consumption will be used in the final bill, which will be trued up subsequent to the final meter reading.

NOTICE TO CUSTOMERS ON STANDARD OFFER GENERATION SERVICE. By enrolling with Atlantic you are switching away from your distribution company’s standard offer generation service though default generation service is available to you whenever needed. Be aware that the service you are currently receiving from your distribution company is “standard offer generation service,” the rate for which has been approved by the Department of Telecommunications and Energy and which, subject to adjustment for potential developments such as inflation, must result in a 10% discount from the rate in effect during August 1997. You may remain on this service until the end of February 2005. Should you choose to receive service from a competitive supplier rather than your distribution company prior to February 2005, you will not be eligible to return to standard offer generation service unless you qualify as a low-income customer or you have notified your distribution company, prior to February 28, 1999 and within 120 days (180 days if you are receiving service through a public aggregator) of when you first received competitive service, of your desire to return to standard offer generation service.

Agency-Electric: Customer hereby designates Atlantic as agent to: (a) arrange and administer contracts and service agreements between Customer and Atlantic and those entities including the Independent System Operator – New England (“ISO-NE”) engaged in the generation, transmission and delivery of Customer electricity supplies; and (b) nominate and schedule with the appropriate entities including the LDC for the delivery of electricity to the Delivery Point and the Customer’s end-use premises. Atlantic as agent for the Customer will schedule the delivery of adequate supplies of electricity that meet the Customer’s requirements as established by the LDC and in response to information provided by the LDC. The Delivery Points for the electricity will be a point at the ISO-NE Atlantic load bus (located outside of the municipality where Customer resides). These services are provided on an arm’s length basis and market-based compensation is included in the rate noted above.

Title. Customer and Atlantic agree that title to, control of, and risk of loss to the electricity supplied by Atlantic under this Agreement will transfer from Atlantic to Customer at the Delivery Point(s).

Warranty. This Agreement, including any enrollment form and applicable attachments, as written makes up the entire Agreement between Customer and Atlantic. Atlantic makes no representations or warranties other than those expressly set forth in this Agreement, and Atlantic expressly disclaims all other warranties, express or implied, including merchantability and fitness for a particular use.

Force Majeure. Atlantic will make commercially reasonable efforts to provide electricity hereunder but Atlantic does not guarantee a continuous supply of electricity to Customer. Certain causes and events out of the control of Atlantic (“Force Majeure Events”) may result in interruptions in service. Atlantic will not be liable for any such interruptions caused by a Force Majeure Event, and Atlantic is not and shall not be liable for damages caused by Force Majeure Events. Force Majeure Events shall include acts of God, fire, flood, storm, terrorism, war, civil disturbance, acts of any governmental authority, accidents, strikes, labor disputes or problems, required maintenance work, inability to access the local distribution utility system, non-performance by the LDC (including, but not limited to, a facility outage on its electric distribution lines or electric facilities), or any other cause beyond Atlantic’s control.

Liability. The remedy in any claim or suit by Customer against Atlantic will be solely limited to direct actual damages (which will not exceed the amount of Customer’s single largest monthly invoice amount in the immediately preceding 12 months) and the additional remedies set forth in the attached LED Lighting Program Addendum All other remedies at law or in equity are hereby waived. In no event will either Atlantic or Customer be table for consequential, incidental, indirect, special or punitive damages. These limitations apply without regard to the cause of any liability or damages. There are no third-party beneficiaries to this Agreement.

Atlantic Contact Information. Customer may contact Atlantic’s Customer Service Center at 1.800.917.9133, Monday through Friday 9:00 a.m. - 7:00 p.m. EST (contact center hours subject to change). Customer may write to Atlantic at: Atlantic Energy, P.O. Box 7780, Spring, TX 77387.

Dispute Resolution. In the event of a billing dispute or disagreement involving Atlantic’s service, Customer may contact Atlantic’s Customer Service Center as provided above. Customer must pay the bill in full, except for the specific disputed amount, during the pendency of the dispute. If the parties cannot resolve the dispute within 45 days, either party may avail itself of all remedies available under law or equity. The Consumer Division of the DPU can be reached by phone at 877-886-5066 or in writing at: Massachusetts Department of Public Utilities, Consumer Division, One South Station, Boston, MA 02110.

WAIVER OF JURY TRIAL. ALL CLAIMS AND DISPUTES ARISING UNDER OR RELATING TO THIS AGREEMENT ARE TO BE SETTLED BY BINDING ARBITRATION IN THE STATE OF MASSACHUSETTS OR ANOTHER LOCATION MUTUALLY AGREEABLE TO THE PARTIES. THE ARBITRATION SHALL BE CONDUCTED ON A CONFIDENTIAL BASIS PURSUANT TO THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY DECISION OR AWARD AS A RESULT OF ANY SUCH ARBITRATION PROCEEDING SHALL BE IN WRITING AND SHALL PROVIDE AN EXPLANATION FOR ALL CONCLUSIONS OF LAW AND FACT AND SHALL INCLUDE THE ASSESSMENT OF COSTS, EXPENSES, AND REASONABLE ATTORNEYS' FEES. ANY SUCH ARBITRATION SHALL BE CONDUCTED BY AN ARBITRATOR EXPERIENCED IN COMPETITIVE RETAIL ENERGY MARKET AND SHALL INCLUDE A WRITTEN RECORD OF THE ARBITRATION HEARING. THE PARTIES RESERVE THE RIGHT TO OBJECT TO ANY INDIVIDUAL WHO SHALL BE EMPLOYED BY OR AFFILIATED WITH A COMPETING ORGANIZATION OR ENTITY. AN AWARD OF ARBITRATION MAY BE CONFIRMED IN A COURT OF COMPETENT JURISDICTION. CUSTOMER WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION.

Choice of Laws. Venue for any lawsuit brought to enforce any term or condition of this Agreement or to construe the terms hereof shall lie exclusively in the Commonwealth of Massachusetts. This Agreement shall be construed under and shall be governed by the laws of the Commonwealth of Massachusetts. Without regard to the application of its conflicts of law principles.

Taxes. Except as otherwise provided in the Agreement or provided by law, all taxes of whatsoever kind, nature and description due and payable with respect to service provided under this Agreement, other than taxes based on Atlantic’s net income, shall be passed through to and paid by Customer, and Customer agrees to indemnify Atlantic and hold Atlantic harmless from and against any and all such taxes. You must provide Atlantic with any applicable exemption certificates.

Regulatory Changes. This Agreement is subject to present and future legislation, orders, rules, regulations or decisions of a duly constituted governmental authority having jurisdiction over this Agreement or the services to be provided hereunder. If at some future date there is a change in any law, rule, regulation, tariff, or regulatory structure (“Change in Law”) which impacts any term, condition or provision of this Agreement including, but not limited to price or, if there is a change to the manner in which any transporter, EDC, NGDC, Independent System Operator, or any other authority implements or interprets any law, rule, regulation, tariff, or regulatory structure that increases the Company’s costs (“Change in Practice”), Atlantic shall have the right to pass on such additional costs and/or modify this Agreement to reflect such change. Furthermore, Atlantic shall provide notice and/or obtain affirmative consent of any Pass Throughs as required by local law.

Emergency. The LDC will continue to respond to emergencies. In the event of a service interruption or other emergency, Customer should immediately call the LDC directly.

Universal Service Programs. Your LDC may have programs available to customer who are on a limited or fixed income to assist them with utility bills. Some of these programs may include bill payment assistance and weatherization services. Information your LDC’s Universal Service Program can be obtained by contacting your LDC using the numbers provided in the Contract Summary above.

Parties Bound. This Agreement is binding upon the parties hereto and their respective successors and legal assigns.

Telephonic Communication:  By accepting this Agreement, you consent to receive calls and/or texts for any purpose, including with marketing offers and other information, from Atlantic, its affiliates and/or assigns, at the telephone number(s) you provide to Atlantic, its affiliates and/or assigns, possibly through use of automated technology or pre-recorded voice.  You agree that this consent survives the termination of your Agreement and that your consent to receive marketing communications is not a condition of purchase and may be revoked at any time.

Forward Agreement:  Each Party acknowledges that: (a) this Agreement is a forward Agreement and a master netting agreement as defined in the United States Bankruptcy Code (“Code”); (b) this Agreement shall not be construed as creating an association, trust, partnership, or joint venture in any way between the Parties, nor as creating any relationship between the Parties other than that of independent contractors for the sale and purchase of Commodities; (c) Atlantic is not a “Utility” as defined in the Code; (d) Commodity supply will be provided by Atlantic under this Agreement, but delivery will be provided by the Utility; and (e) the Utility, and not Atlantic, is responsible for responding to service problems or emergencies should they occur.