23. No Third Party Beneficiaries; Relationship of the Parties: There are no third party beneficiaries to this Agreement. Seller and Buyer
agree that nothing in this Agreement shall be construed to constitute or imply a joint venture, partnership or association or the creation or existence
of any fiduciary duty, or similar obligation or liability between Seller and the Buyer.
24, Severability: If any provision of this Agreement is held to be invalid, its invalidity shall not affect the validity of any other provision of the
Agreement.
25. Survival: All confidentiality, indemnity, liability limitation and disclaimer provisions will survive the termination of this Agreement. All
obligations provided in this Agreement will remain in effect for the purpose of complying herewith.
26. Taxes: Buyer will reimburse Seller for all Taxes identified hereunder, whether imposed on Buyer or Seller. Seller may collect such Taxes
from Buyer by increasing invoice charges for the amount of such Taxes. Buyer will notify Seller of any exemptions from Taxes to which Buyer
claims entitlement and will provide Seller with all exemption certificates and other information that may be required by taxing authorities or
requested by Seller to support and confirm entitlement to such exemptions, and until such certificates and other information are provided, Seller
will not recognize any exemption. “Taxes” shall mean those jurisdictional taxes identified in the Sales Confirmation.
27. UCC: Except as otherwise provided in the Agreement, the Uniform Commercial Code (“UCC”) (as adopted in the State in which this
Agreement shall be performed) and shall apply to this Agreement and electricity shall be a “good” for purposes of the UCC.
28. Representations and Warranties: Each Party represents to the other that as of the Effective Date of this Agreement: (a) it is validly existing
and in good standing in the jurisdiction of its formation; (b) it has not filed, does not plan to file, or had any bankruptcy proceeding filed against it;
(c) execution of this Agreement has been duly authorized and is a valid and enforceable obligation; and (d) it is not a party to or subject to any
commitment that may restrict or interfere with the delivery of electricity under this Agreement. Seller represents and warrants that it will comply
with local, state and federal laws applicable to retail electric providers in the applicable RTO market. Buyer represents to Seller during the Term
that: (a) the information provided concerning its Account(s) is true and correct to its general knowledge; (b) any transactions entered into by Buyer
related to this Agreement are understood by Buyer and made at Buyer's sole election in the exercise of independent judgment and Buyer assumes
any risk associated with them; and (c) it is purchasing these services for its commercial or industrial business, strictly for its own use, and is not
classified by the DSP as a residential customer.
29. Dispute Resolution: In the event of any dispute, controversy or claim between the Parties arising out of or relating to this Agreement or
the breach, termination or invalidity thereof (collectively, a “Dispute”), the Parties shail atternpt in the first instance to resolve such Dispute through
direct negotiations between the Parties. The Parties agree to attempt to resolve all Disputes arising hereunder promptly, equitably and in a good
faith manner. The Parties further agree to provide each other with reasonable access during normal business hours to any and all non-privileged
records, information and data pertaining to such Dispute, upon reasonable advance notice.
if such negotiations do not result in a resolution of the Dispute within ten (10) business days after written notice by a Party to the other Party
describing the Dispute and requesting direct negotiations, then the Dispute may be submitted by either Party to binding arbitration as provided
below, by giving written notice thereof to the other Party; provided, however, that in no event shail a Party have the right to submit the Dispute to
arbitration if the institution of legal or equitable proceedings based on such Dispute would be barred by any applicable statute of limitations.
Any Party electing to arbitrate a Dispute shall designate its nomination for an arbitrator in its notice to the other Party electing to submit the Dispute
to arbitration. The Party receiving such notice shall, within ten (10) business days thereafter, by return written notice, state whether it will accept
such nomination, or decline to accept it and designate its nomination for an arbitrator. One arbitrator shall control the proceedings if such
nomination of an arbitrator is accepted or if the receiving Party fails to nominate an arbitrator within the required ten (10) business day period. If
the receiving Party timely nominates an arbitrator, the arbitral tribunal shall consist of three (3) arbitrators, with the two (2) selected arbitrators
choosing a third arbitrator, which third arbitrator must be a person with the requisite knowledge and experience to make a fair and informed
determination with respect to the matter in dispute, which person shall not be an affiliate of either Party, nor an employee, director, officer,
shareholder, owner, partner, agent or a contractor of either Party or of any affiliate of either Party, either presently or at any time during the
previous two (2) years. In the event the arbitrators fail to appoint the third arbitrator within thirty (30) days after they have accepted their
appointment, the third arbitrator (meeting the qualifications specified in the preceding sentence) shall be appointed by the American Arbitration
Association. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association,
except as such rules conflict with the provisions of this paragraph in which event the provisions of this paragraph shall prevail.
Notwithstanding anything to the contrary contained in this Agreement or otherwise, the arbitrator(s) shall be confined to rendering a decision in
the arbitration that is confined to the selection of one of the positions offered by the Parties and shall not have the independent capability of
fashioning or imposing a remedy other than the selection of one of the remedies offered by the Parties.
30. Notices: Notices required or permitted to be given under this Agreement will be in writing. The addresses of the Parties are as follows:
Seller Notices:
(Contract Issues)
Attn: Vice President — Commercial and Industrial Power
Address: 601 Travis Street, Suite 1700
Houston, TX 77002
Phone: 281-781-0333
Fax: 281-653-1454
Email: cherie.fuller@edfenergyservices.com; and
Confirmations@edfenergyservices.com
FEIN: 30-0464462
EDFES CONFIDENTIAL Std MRESA_Rev. Jun-01-2018v1.0
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