Common use of APPROVAL OF GENERAL COMMUNICATIONS Clause in Contracts

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising under or related to this ESA. Prior to sending any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town for its review to determine whether it is consistent with the purposes and goals of the Town. The Town shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the Town, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill insert or message included at the bottom of such bill not within the scope of (a) or (b) above shall require approval (not to be unreasonably withheld). If the Town objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the Town, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by the Town, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications,

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town Municipality in the drafting and sending of messages and information to Eligible or Participating Consumers concerning the Program or any matter arising under or related to this ESA. Prior Competitive Supplier shall, prior to sending sending, whether directly or through its Associated Entities, any direct mail, advertising, solicitation, bill xxxx insert, electronic mail, or other similar written or electronic communication (collectively, “"General Communications”") to Eligible or Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town Municipality and to Program Administrator for its review to determine whether it is consistent with the purposes and goals of the TownMunicipality and Program Administrator. The Town Municipality or Program Administrator shall have the right to disapprove such General Communications and suggest revisions within seven (7) calendar days (not including weekends and holidays) of receiving a copy thereof if it finds the communication inconsistent with the purposes and goals of the TownMunicipality, factually inaccurate or likely to mislead; provided, however, however that the Town’s approval shall not be unreasonably withheld and: (i) that the communication there shall be deemed approved if the Town fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary such right of disapprove for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; or (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that that, with regard to any bill xxxx insert or message included at the bottom of such bill xxxx not within the scope of (a) above, Municipality or (b) above Program Administrator shall require approval (not to be unreasonably withheld)have such right of disapproval. If the Town Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the TownMunicipality, the Competitive Supplier, after consultation as provided in this Article ARTICLE 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing communication that it has not been endorsed by the TownMunicipality, and (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications,. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality, provided, however, any such right of rejection or exclusion shall not apply to Competitive Supplier’s notice to exercise or enforce its rights under the ESA or any agreement with customer, including but not limited to any notice of Force Majeure or change in law.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town Compact in the drafting and sending of messages and information to Eligible Consumers concerning the Program Compact or any matter arising under or related to this ESAAgreement. Prior Supplier shall, prior to sending any direct mail, advertising, solicitation, bill xxxx insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town Compact for its review to determine whether it is consistent with the purposes and goals of the TownCompact. The Town Compact shall have the right to disapprove such General Communications and suggest revisions if it finds the communication General Communication inconsistent with the purposes and goals of the TownCompact, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication General Communication shall be deemed approved if the Town Compact fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication General Communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) which has been approved by the DepartmentDPU, the DOERDepartment of Energy Resources, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill xxxx insert or message included at the bottom of such bill xxxx not within the scope of (a) or (b) above shall require approval (not to be unreasonably withheld)approval. If the Town Compact, acting on behalf of one or more Member Municipalities, objects to any General Communication a mailing or other communication on the grounds it is inconsistent with the purposes and goals of the TownCompact, the Competitive Supplier, after consultation as provided in this Article 5.65.7, may nevertheless elect to send such General Communication mailing or communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by the TownMember Municipality and/or the Compact, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications, and iii) has stated in connection with such chance to opt not to receive such communications that “the Compact and the Member Municipalities want to protect Consumers from receiving marketing materials if you do not wish to do so,” and iv) has otherwise sought input from the Compact as to the means by which Consumers are given a chance to remove their names from any list which may receive General Communications.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town Municipality in the drafting and sending of messages and information to Eligible or Participating Consumers concerning the Program or any matter arising under or related to this ESA. Prior Competitive Supplier shall, prior to sending sending, whether directly or through its Associated Entities, any direct mail, advertising, solicitation, bill xxxx insert, electronic mail, or other similar written or electronic communication (collectively, “"General Communications”") to Eligible or Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town Municipality and to Program Administrator for its review to determine whether it is consistent with the purposes and goals of the TownMunicipality and Program Administrator. The Town Municipality or Program Administrator shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the TownMunicipality, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town Municipality and Program Administrator fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; or (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill xxxx insert or message included at the bottom of such bill xxxx not within the scope of of (a) or (b) above shall require approval (not to be unreasonably withheld)approval. If the Town Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the TownMunicipality, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing communication that it has not been endorsed by the TownMunicipality, and (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications,. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality, provided, however, any such right of rejection or exclusion shall not apply to Competitive Supplier’s notice to exercise or enforce its rights under the ESA or any agreement with customer, including but not limited to any notice of Force Majeure or change in law.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town City in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising under or related to this ESA. Prior to sending any direct mail, advertising, solicitation, bill xxxx insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town City for its review to determine whether it is consistent with the purposes and goals of the TownCity. The Town City shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the TownCity, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town City fails to respond within seven (7) calendar days (not including weekends and holidays)business days; and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) which has been approved by or is required by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill xxxx insert or message included at the bottom of such bill xxxx not within the scope of (a) or (b) above shall require approval (not to be unreasonably withheld)approval. If the Town City objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the TownCity, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by the TownCity, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications, (iii) has stated in connection with such chance to opt not to receive such communications that “the City wants to protect Eligible Consumers from receiving marketing materials if you do not wish to do so,” and

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town Municipality in the drafting and sending of messages and information to Eligible Consumers or Participating Customers concerning the Program or any matter arising under or related to this ESA. Prior Competitive Supplier shall, prior to sending sending, whether directly or through its Associated Entities, any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication (collectively, “"General Communications”") to Eligible or Participating Consumers Customers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumercustomer), Competitive Supplier shall provide a copy of such General Communication to the Town Municipality and to Program Manager for its review to determine whether it is consistent with the purposes and goals of the TownMunicipality and Program Manager. The Town Municipality or Program Manager shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the TownMunicipality, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town Municipality and Program Manager fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; or (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill insert or message included at the bottom of such bill not within the scope of of (a) or (b) above shall require approval (not to be unreasonably withheld)approval. If the Town Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the TownMunicipality, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing communication that it has not been endorsed by the TownMunicipality, and (ii) has previously provided all Participating Consumers Customers a meaningful chance to opt not to receive such General Communications,. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality, provided, however, any such right of rejection or exclusion shall not apply to Completive Supplier’s notice to exercise or enforce its rights under the ESA or Customer Agreement, including but not limited to any notice of Force Majeure or Change in Law.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town Municipality in the drafting and sending of messages and information to Eligible or Participating Consumers concerning the Program or any matter arising under or related to this ESA. Prior Competitive Supplier shall, prior to sending sending, whether directly or through its Associated Entities, any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication (collectively, “"General Communications”") to Eligible or Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town Municipality and to Program Manager for its review to determine whether it is consistent with the purposes and goals of the TownMunicipality and Program Manager. The Town Municipality or Program Manager shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the TownMunicipality, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town Municipality and Program Manager fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; or (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill insert or message included at the bottom of such bill not within the scope of (a) or (b) above shall require approval (not to be unreasonably withheld)approval. If the Town Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the TownMunicipality, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing communication that it has not been endorsed by the TownMunicipality, and (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications,. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality, provided, however, any such right of rejection or exclusion shall not apply to Completive Supplier’s notice to exercise or enforce its rights under the ESA or Customer Agreement, including but not limited to any notice of Force Majeure or Change in Law.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town Municipality in the drafting and sending of messages and information to Eligible or Participating Consumers concerning the Program or any matter arising under or related to this ESA. Prior Competitive Supplier shall, prior to sending sending, whether directly or through its Associated Entities, any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication (collectively, “"General Communications”") to Eligible or Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town Municipality and to Program Administrator for its review to determine whether it is consistent with the purposes and goals of the TownMunicipality and Program Administrator. The Town Municipality or Program Administrator shall have the right to disapprove such General Communications and suggest revisions withinseven(7) calendar days (not including weekends and holidays) of receiving a copy thereof if it finds the communication inconsistent with the purposes and goals of the TownMunicipality, factually inaccurate or likely to mislead; provided, however, however that the Town’s approval shall not be unreasonably withheld and: (i) that the communication there shall be deemed approved if the Town fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary such right of disapprove for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; or (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that that, with regard to any bill insert or message included at the bottom of such bill not within the scope of (a) above, Municipality or (b) above Program Administrator shall require approval (not to be unreasonably withheld)have such right of disapproval. If the Town Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the TownMunicipality, the Competitive Supplier, after consultation as provided in this Article ARTICLE 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing communication that it has not been endorsed by the TownMunicipality, and (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications,. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality, provided, however, any such right of rejection or exclusion shall not apply to Competitive Supplier’s notice to exercise or enforce its rights under the ESA or any agreement with customer, including but not limited to any notice of Force Majeure or change in law.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town Municipality in the drafting and sending of messages and information to Eligible or Participating Consumers concerning the Program or any matter arising under or related to this ESA. Prior Competitive Supplier shall, prior to sending sending, whether directly or through its Associated Entities, any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication (collectively, “"General Communications”") to Eligible or Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town Municipality and to Program Manager for its review to determine whether it is consistent with the purposes and goals of the TownMunicipality and Program Manager. The Town Municipality or Program Manager shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the TownMunicipality, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town Municipality and Program Manager fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; or (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill insert or message included at the bottom of such bill not within the scope of of (a) or (b) above shall require approval (not to be unreasonably withheld)approval. If the Town Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the TownMunicipality, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing communication that it has not been endorsed by the TownMunicipality, and (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications,. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality, provided, however, any such right of rejection or exclusion shall not apply to Competitive Supplier’s notice to exercise or enforce its rights under the ESA or Customer Agreement, including but not limited to any notice of Force Majeure or Change in Law.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising under or related to this ESA. Prior Competitive Supplier shall, prior to sending any direct mail, advertising, solicitation, bill xxxx insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town for its review to determine whether it is consistent with the purposes and goals of the Town. The Town shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the Town, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill xxxx insert or message included at the bottom of such bill xxxx not within the scope of (a) or (b) above shall require approval (not to be unreasonably withheld). If the Town objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the Town, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by the Town, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications, (iii) has stated in connection with such chance to opt not to receive such communications that “the Town wants to protect Eligible Consumers from receiving marketing materials if you do not wish to do so,” and (iv) has otherwise sought input from the Town as to the means by which Eligible Consumers are given a chance to remove their names from any list which may receive General Communications. The Town may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Town; provided, however, any such right of rejection or exclusion shall not apply to Completive Supplier’s notice to exercise or enforce its rights under the ESA or Customer Agreement, including but not limited to any notice of Force Majeure or Change in Law.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier may only communicate with Program participants and/or use the lists of Eligible Consumers/Program participants to send Department-approved education materials, opt- out notices, or other communications essential to the operation of the Program. Such lists may not be used by Competitive Supplier to market any additional products or services to Eligible Consumers or Program Participants. Competitive Supplier shall reasonably cooperate with and assist the Town in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising under or related to this ESAAgreement or the Program. Prior Competitive Supplier shall, prior to sending any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to the a specific complaint or circumstance communication of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town for its review to determine whether it is consistent (for consistency with the Town’s purposes and goals of the Towngoals) and approval. The Town shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the Town, factually inaccurate inaccurate, not essential to the operation of the program, or likely to mislead; mislead provided, however, that the Town’s approval shall not be unreasonably withheld andthat: (i) that the communication shall be deemed approved if the Town fails to respond within seven ten (710) calendar days (not including weekends and holidays); Business Days, and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) which that has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill insert or message included at the bottom of such bill not within the scope of (a) or (b) above shall require advanced review and approval by the Town; and (not to be unreasonably withheld). If iii) no approval or lack of approval shall relieve the Town objects to Competitive Supplier of its obligations and responsibility for its actions and omissions under this Agreement, or other than as set forth in sub- clause ‘i’ of this Section 7.6, result in a waiver of any General Communication on the grounds it is inconsistent with the purposes and goals rights, remedies or defenses of the Town, the Competitive Supplier, after consultation as provided in this Article 5.6, . The Town may nevertheless elect to send such reject or exclude any proposed General Communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Town, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications,.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising under or related to this ESA. Prior Competitive Supplier shall, prior to sending any direct mail, advertising, solicitation, bill xxxx insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town for its review to determine whether it is consistent with the purposes and goals of the Town. The Town shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the Town, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill xxxx insert or message included at the bottom of such bill xxxx not within the scope of (a) or (b) above shall require approval (not to be unreasonably withheld)approval. If the Town objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the Town, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by the Town, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications, (iii) has stated in connection with such chance to opt not to receive such communications that “the Town wants to protect Eligible Consumers from receiving marketing materials if you do not wish to do so,” and (iv) has otherwise sought input from the Town as to the means by which Eligible Consumers are given a chance to remove their names from any list which may receive General Communications. The Town may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Town.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier may only communicate with Program participants and/or use the lists of Eligible Consumers/Program participants to send Department-approved education materials, opt-out notices, or other communications essential to the operation of the Program. Such lists may not be used by Competitive Supplier to market any additional products or services to Eligible Consumers or Program Participants. Competitive Supplier shall reasonably cooperate with and assist the Town in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising under or related to this ESAAgreement or the Program. Prior Competitive Supplier shall, prior to sending any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to the a specific complaint or circumstance communication of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town for its review to determine whether it is consistent (for consistency with the Town’s purposes and goals of the Towngoals) and approval. The Town shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the Town, factually inaccurate inaccurate, not essential to the operation of the program, or likely to mislead; mislead provided, however, that the Town’s approval shall not be unreasonably withheld andthat: (i) that the communication shall be deemed approved if the Town fails to respond within seven ten (710) calendar days (not including weekends and holidays); Business Days, and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) which that has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill insert or message included at the bottom of such bill not within the scope of (a) or (b) above shall require advanced review and approval by the Town; and (not to be unreasonably withheld). If iii) no approval or lack of approval shall relieve the Town objects to Competitive Supplier of its obligations and responsibility for its actions and omissions under this Agreement, or other than as set forth in sub-clause ‘i’ of this Section 7.6, result in a waiver of any General Communication on the grounds it is inconsistent with the purposes and goals rights, remedies or defenses of the Town, the Competitive Supplier, after consultation as provided in this Article 5.6, . The Town may nevertheless elect to send such reject or exclude any proposed General Communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Town, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications,.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with and assist the Town in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising under or related to this ESAAgreement or the Program. Prior Competitive Supplier shall, prior to sending any direct mail, advertising, solicitation, bill xxxx insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to the a specific complaint or circumstance communication of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town for its review to determine whether it is consistent (for consistency with the Town’s purposes and goals of the Towngoals) and approval provided however that such approval shall not be unreasonably withheld. . The Town shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the Town, factually inaccurate inaccurate, or likely to mislead; mislead provided, however, that the Town’s approval shall not be unreasonably withheld andthat: (i) that the communication shall be deemed approved if the Town fails to respond within seven ten (710) calendar days (not including weekends and holidays); Business Days, and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) which that has been approved by the Department, the DOER, DOER or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill xxxx insert or message included at the bottom of such bill xxxx not within the scope of (a) or (b) above shall require advanced review and approval (not by the Town(not to be unreasonably withheld). If ) ; and (iii) no approval or lack of approval shall relieve the Town objects to Competitive Supplier of its obligations and responsibility for its actions and omissions under this Agreement, or other than as set forth in sub-clause ‘i’ of this Section 7.6, result in a waiver of any General Communication on the grounds it is inconsistent with the purposes and goals rights, remedies or defenses of the Town, the Competitive Supplier, after consultation as provided in this Article 5.6, . The Town may nevertheless elect to send such reject or exclude any proposed General Communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Town, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications,.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town Municipality in the drafting and sending of messages and information to Eligible or Participating Consumers concerning the Program or any matter arising under or related to this ESA. Prior Competitive Supplier shall, prior to sending sending, whether directly or through its Associated Entities, any direct mail, advertising, solicitation, bill xxxx insert, electronic mail, or other similar written or electronic communication (collectively, “"General Communications”") to Eligible or Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town Municipality and to Program Manager for its review to determine whether it is consistent with the purposes and goals of the TownMunicipality and Program Manager. The Town Municipality or Program Manager shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the TownMunicipality, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town Municipality and Program Manager fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; or (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill xxxx insert or message included at the bottom of such bill xxxx not within the scope of (a) or (b) above shall require approval (not to be unreasonably withheld)approval. If the Town Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the TownMunicipality, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing communication that it has not been endorsed by the TownMunicipality, and (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications,. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality, provided, however, any such right of rejection or exclusion shall not apply to Completive Supplier’s notice to exercise or enforce its rights under the ESA or Customer Agreement, including but not limited to any notice of Force Majeure or Change in Law.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising under or related to this ESA. Prior to sending any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town for its review to determine whether it is consistent with the purposes and goals of the Town. The Town shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the Town, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill insert or message included at the bottom of such bill not within the scope of (a) or (b) above shall require approval (not to be unreasonably withheld). If the Town objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the Town, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by the Town, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications, (iii) has stated in connection with such chance to opt not to receive such communications that “the Town wants to protect Eligible Consumers from receiving marketing materials if you do not wish to do so,” and (iv) has otherwise sought input from the Town as to the means by which Eligible Consumers are given a chance to remove their names from any list which may receive General Communications. The Town may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Town; provided, however, any such right of rejection or exclusion shall not apply to Completive Supplier’s notice to exercise or enforce its rights under the ESA or Customer Agreement, including but not limited to any notice of Force Majeure or Change in Law.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town City in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising under or related to this ESA. Prior to sending any direct mail, advertising, solicitation, bill xxxx insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town City for its review to determine whether it is consistent with the purposes and goals of the TownCity. The Town City shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the TownCity, factually inaccurate or likely to mislead; provided, however, that the TownCity’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town City fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill xxxx insert or message included at the bottom of such bill xxxx not within the scope of (a) or (b) above shall require approval (not to be unreasonably withheld). If the Town City objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the TownCity, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by the Town, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General CommunicationsCity,

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town Municipality in the drafting and sending of messages and information to Eligible Consumers or Participating Customers concerning the Program or any matter arising under or related to this ESA. Prior Competitive Supplier shall, prior to sending sending, whether directly or through its Associated Entities, any direct mail, advertising, solicitation, bill xxxx insert, electronic mail, or other similar written or electronic communication (collectively, “"General Communications”") to Eligible or Participating Consumers Customers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumercustomer), Competitive Supplier shall provide a copy of such General Communication to the Town Municipality and to Program Manager for its review to determine whether it is consistent with the purposes and goals of the TownMunicipality and Program Manager. The Town Municipality or Program Manager shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the TownMunicipality, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town Municipality and Program Manager fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; or (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill xxxx insert or message included at the bottom of such bill xxxx not within the scope of (a) or (b) above shall require approval (not to be unreasonably withheld)approval. If the Town Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the TownMunicipality, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing communication that it has not been endorsed by the TownMunicipality, and (ii) has previously provided all Participating Consumers Customers a meaningful chance to opt not to receive such General Communications,. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality, provided, however, any such right of rejection or exclusion shall not apply to Completive Supplier’s notice to exercise or enforce its rights under the ESA or Customer Agreement, including but not limited to any notice of Force Majeure or Change in Law.

APPROVAL OF GENERAL COMMUNICATIONS. The Competitive Supplier shall reasonably cooperate with the Town Municipality in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising under or related to this ESA. Prior to sending any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), The Competitive Supplier shall provide a copy of such General Communication (defined below) to the Town Municipality for its review to determine whether it is consistent with the purposes and goals of the TownMunicipality prior to sending, whether directly or through its Associated Entities, any direct mail, advertising, solicitation, xxxx insert, electronic mail, or other similar written or electronic communication (collectively, "General Communications") to Participating Consumers (but excluding individually drafted 15 of 40 ECOMNEMASUDBURYESA051920 or tailored communications responding to the specific complaint or circumstance of an individual consumer). The Town Municipality shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the TownMunicipality, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town Municipality fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill xxxx insert or message included at the bottom of such bill xxxx not within the scope of (a) or (b) above shall require approval (not to be unreasonably withheld)approval. If the Town Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the TownMunicipality, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by the TownMunicipality, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications, (iii) has stated in connection with such chance to opt not to receive such communications that "the Municipality wants to protect Eligible Consumers from receiving marketing materials if you do not wish to do so," and (iv) has otherwise sought input from the Municipality as to the means by which Eligible Consumers are given a chance to remove their names from any list which may receive General Communications. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality.

APPROVAL OF GENERAL COMMUNICATIONS. Competitive Supplier shall reasonably cooperate with the Town Municipality in the drafting and sending of messages and information to Eligible or Participating Consumers concerning the Program or any matter arising under or related to this ESA. Prior Competitive Supplier shall, prior to sending sending, whether directly or through its Associated Entities, any direct mail, advertising, solicitation, bill xxxx insert, electronic mail, or other similar written or electronic communication (collectively, “"General Communications”") to Eligible or Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town Municipality and to Program Manager for its review to determine whether it is consistent with the purposes and goals of the TownMunicipality and Program Manager. The Town Municipality or Program Manager shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the TownMunicipality, factually inaccurate or likely to mislead; provided, however, that the Town’s approval shall not be unreasonably withheld and: (i) that the communication shall be deemed approved if the Town Municipality and Program Manager fails to respond within seven (7) calendar days (not including weekends and holidays); and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; or (b) which has been approved by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill xxxx insert or message included at the bottom of such bill xxxx not within the scope of of (a) or (b) above shall require approval (not to be unreasonably withheld)approval. If the Town Municipality objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the TownMunicipality, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing communication that it has not been endorsed by the TownMunicipality, and (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications,. The Municipality may reject or exclude any proposed General Communication that, in its reasonable judgment, is contrary to the interests and objectives of the Program or the Municipality, provided, however, any such right of rejection or exclusion shall not apply to Completive Supplier’s notice to exercise or enforce its rights under the ESA or Customer Agreement, including but not limited to any notice of Force Majeure or Change in Law.