Program Guidelines

You may promote and market TXU Energy as a Retail Electricity Provider (“REP”) to potential customers (“Prospects”), using marketing material supplied by TXU Energy (the “Marketing Information”). You shall (1) not make any representations regarding prices or features, relating to the TXU Energy products, except as expressly permitted by TXU Energy in writing or found in the Marketing Information; (2) have no authority, and shall not represent that you have the authority, to enroll customers or to otherwise make any representation or incur any obligation in TXU Energy’s name; (3) not capture or store any personal or confidential customer information as it relates solely to enrollment with TXU Energy; (4) comply with all applicable laws (including rules and regulations of governmental and quasi-governmental bodies); and (5) deliver to TXU Energy on or prior to the Effective Date a list of single-family homes owned by You in the State of Texas and leased or offered for lease to lessees as of the Effective Date. TXU Energy shall (1) track enrollments made under this Agreement; (2) pay You for the first enrollment of a single-family home listed on Appendix A as provided below; and (3) evaluate whether prospects meet TXU Energy’s enrolment requirements (in each case in TXU Energy’s sole discretion).

Payment

TXU Energy will pay You the applicable Incentive outlined above (the “Incentive”) for the first enrollment of a single-family home listed on Appendix A, for each Prospect that (i) (i) is leasing a home from You that is listed on Appendix A. Partner’s List of Locations, (ii) is a new customer to TXU Energy: for purposes of the Agreement, "new customer" does not include a person who is a current or pending residential electricity customer of TXU Energy, (iii) establishes electricity service with TXU Energy within 30 days of You cancelling temporary service at Your property, and (iv) remains enrolled for at least 90 consecutive days (all of the above shall be as reasonably determined by TXU Energy). Payments will be made within 6 weeks of Prospect meeting the 90-day eligibility requirements and, at Your discretion, either be (i) sent to Your address listed above or (ii) listed as a Bill Credit on Your TXU Energy Account. You agree that TXU Energy shall not be obligated to pay any Incentives to You for properties not listed in Appendix A as well as properties added to Appendix A after Prospect has started new electricity service at such property. You also agree that TXU Energy shall not pay more than one Incentive per single-family home listed on Appendix A under this Agreement. Your total Incentive (including all other incentives from TXU Energy outside this Agreement) is limited to $599 per calendar year, subject to submission of a completed IRS W-9 form. You are responsible for the filing and payment of all applicable taxes and fees arising out of Your services, as well as the Incentives provided for hereunder, including, but not limited to, income taxes, social security taxes, unemployment insurance taxes and the costs of any applicable business licenses and fees.

Term

This Agreement shall commence on the Effective Date and continue until the earlier of (i) six (6) months from the Effective Date; (ii) You have been paid an Incentive for each single-family homed listed on Appendix A; or (iii) the Agreement is terminated by either Party. Either Party may terminate this Agreement at any time upon written notice of termination to the other Party.

Assignment

Neither Party may assign, delegate, subcontract, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. Any transfer or assignment in violation shall be null and void.

Notices

All notices to be given hereunder shall be in writing and shall be deemed to be delivered when deposited in the U.S. mail or with an overnight delivery service, or in the case of hand delivery, when delivered to a representative of either Party. Notices to TXU Energy shall be addressed to 6555 Sierra Drive, Irving, TX 75039, Attn: Retail Contract Administration. Notices to You shall be addressed as provided above. Either Party may change its notice address at any time through proper notice to the other Party.

Confidentiality

Information provided by TXU Energy to You or otherwise gathered by You on TXU Energy’s behalf in conjunction with this Agreement shall only be used by You as necessary to perform Your obligations to TXU Energy. You shall protect such information against unauthorized use or disclosure. This Agreement does not authorize You to act on TXU Energy’s, its parent's or their respective affiliates' behalf. Nothing herein is intended or will be construed to constitute or imply a joint venture, employer-employee relationship, partnership or association between You and TXU Energy, its parent or their respective affiliates. By participating in the Agreement, You acknowledge that You do so at Your own risk and as an independent contractor and that TXU Energy is not directing how You performs Your obligations hereunder. This section will survive the termination or expiration of the Agreement.

Choice of Law/Venue

This Agreement is governed by and shall be construed in accordance with the laws of the State of Texas.

Indemnification

You shall indemnify and hold harmless TXU Energy, its parent and affiliates, and each of their respective offices, managers, and employees (together, the “TXU Energy Group”) from and against any and all damages, costs, expenses, claims, or liabilities of any kind incurred by TXU Energy Group arising out of or related to Your performance, or failure to perform, hereunder, participation in the transactions contemplated by this Agreement, or breach of this Agreement.

Warranty Disclaimers; Limitation of Liability

YOU EXPRESSLY AGREES THAT ITS PARTICIPATION IN THE AGREEMENT IS AT YOUR OWN RISK. THE RESIDENT REFERRAL PROGRAM IS MADE AVAILABLE TO YOU ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NEITHER TXU ENERGY, ITS PARENT NOR ANY OF THEIR RESPECTIVE AFFILIATES, THROUGH THESE AGREEMENT TERMS, MAKES ANY WARRANTY REGARDING THE RESIDENT REFERRAL PROGRAM, AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TXU ENERGY, ITS PARENT OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA AS A RESULT OF CLAIMS, WHETHER BROUGHT IN CONTRACT OR TORT, ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT, EVEN IF TXU ENERGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Survival

No termination or cancellation of this Agreement will relieve either Party of any obligations hereunder that by their nature survive such termination or cancellation, including, but not limited to, all warranties and obligations of indemnity and confidentiality.

Counterparts

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Execution by facsimile or other electronic transmission of a signature page hereto shall be effective in all respects.

Entire Agreement

This Agreement contains the entire agreement and understanding between the Parties and supersedes (and each Party agrees that it is not relying on) all prior or contemporaneous agreements and understandings, whether oral or written, express or implied. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.