Common use of Supplier’s Responsibilities Clause in Contracts

Supplier’s Responsibilities. The Supplier shall notify the Company within twenty-four (24) hours in writing if its license to act as a Supplier is acted upon by PURA in such a way that it materially affects Supplier’s performance under this Agreement, including but not limited to, suspension, revocation, modification, or non-renewal. Revocation or non-renewal of the Supplier’s license shall result in automatic termination of this Agreement by the Company The Supplier shall notify the Company by electronic mail and by telephone at Company contacts listed in Exhibit A and PURA in writing no less than twenty four (24) hours after the Supplier or its agent is notifed by ISO-NE that, pursuant to the Rules, the Supplier or its agent has been suspended from the ISO-NE market due to a credit test default or for any other reason. If the Company is notified by ISO-NE that a Supplier Load Asset has been suspended or terminated, the Company shall transfer all of the Supplier’s customers currently served Generation Service by that Supplier to the Company’s applicable Generation Service. This change shall be effective as of the next calendar day following the ISO-NE suspension or termination. Any costs, fines or penalties incurred by the Company as a result of reporting Load to ISO-NE caused by erroneous data obtained from the Supplier shall be the sole responsibility of the Supplier. The Supplier’s failure to pay all such costs, fines or penalties to the Company is a material breach of this Agreement and may result in termination of this Agreement, which termination shall not release the Supplier of its obligation to pay the Company for the same. The Supplier shall update information requested in Exhibit B five (5) Business Days prior to the effective date of any such change. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier shall update information requested in Exhibit C twenty-five (25) Business Days prior to the effective date of any such change. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier acknowledges that the Company will select and may from time to time change the EBT electronic transmission vehicle. The current method utilized is the North American Energy Standards Board (“NAESB”). The Company acknowledges the benefit to both the Company and the Supplier in minimizing the transaction costs in selecting the electronic transmission vehicle. Notwithstanding the above, the Company will not change the electronic transmission vehicle without first providing the Supplier via Internet electronic mail at least thirty (30) Business Days notice of any such change. The Supplier shall be responsible for the initial testing costs of the electronic transmission vehicle and costs of subsequent transactions as described in the Terms and Conditions. The Supplier acknowledges that the Company is authorized to deny Generation Service to Customers if the Company has terminated such Customer’s Delivery Service in accordance with the rules and regulations of the PURA, including the PURA’s billing and termination regulations, until such time as the Customer is reinstated by the Company. In order for the Supplier to serve such a Customer after reinstatement, the Supplier must re-enroll the Customer. During the term of this Agreement, as to any EBT Standards implemented subsequent to the initial testing period referenced in Section IV.D. above, the Supplier shall be required to successfully complete testing of said standards in accordance with the EBT Standards. The Supplier shall be responsible for all present and future costs and charges imposed on or associated with the delivery of Generation Service to its customers and assigned to Supplier’s Load Asset(s) by ISO-NE, regardless of how these costs or charges are assessed by ISO-NE. If the Company is assessed costs which are the responsibility of the Supplier, the Company will pass these costs on to the Supplier in a subsequent bill rendered to the Supplier or, at the Company's option, in a separate invoice and Supplier shall promptly pay the same.

Supplier’s Responsibilities. The Supplier agrees that it desires to receive the services enumerated in Section VII of this Master Agreement at the rates contained in the Terms and Conditions as they may be revised from time to time or in Exhibit C. Supplier agrees to pay the Company’s invoices for services rendered in a timely manner. Supplier agrees to provide all information necessary to the Company to fulfill the Company’s obligations under this Master Agreement. The Supplier shall notify the Company within twenty-four (24) 24 hours in writing if its license to act as a Competitive Supplier is acted upon by PURA the NHPUC or ISO-NE in such a way that it materially affects Supplier’s performance under this Agreement, including but not limited to, suspension, revocation, modification, or non-renewal. Revocation or non-renewal of the Supplier’s license shall result in automatic be grounds for immediate termination of this Agreement by the Company The Company. To the extent reasonably practicable, Supplier shall notify the Company by electronic mail and by telephone at Company contacts listed in Exhibit A and PURA in writing no less than twenty four forty- eight (2448) hours after prior to an event reasonably within Supplier’s knowledge, and of which Supplier has reason to believe the Company has no knowledge, and that will render Supplier or its agent is notifed unable to maintain Supplier’s status with NEPOOL required to serve load. Upon such notice, by ISO-NE that, pursuant to the Rules, the Supplier or its agent has been suspended from the ISO-NE market due to a credit test default NE, or for any other reason. If upon the Company is notified by ISO-NE that a Supplier Load Asset has been suspended or terminatedoccurrence of such an event, the Company shall transfer all of have the immediate right to switch Supplier’s customers currently served Generation Customers so affected to the applicable Default Service by that Supplier to Rate under the Company’s applicable Generation Service. This change shall be tariffs with an effective as date of the next calendar day following the ISOCustomer’s last meter reading date. Such switch may include accounts that may be identified as pending transfer from Supplier to another provider. Supplier shall hold harmless, indemnify and defend Company regarding any associated costs and third-NE suspension or termination. Any costsparty claims related to such switch, fines or penalties incurred by the Company as a result of reporting Load to ISO-NE caused by erroneous data obtained from and the Supplier shall be responsible to pay any reasonable Company costs incurred due to the sole responsibility required switch of Customers to Default Service. If Supplier, or its Market Participant member, has cured a Default at ISO-NE and has subsequently registered new load assets at ISO-NE, and is a licensed Supplier in the State of New Hampshire, Supplier may reinitiate the actions set forth in subsection IV above to begin serving customers again. If Supplier’s Electronic Data Interchange (“EDI”) provider has changed, Supplier will also be required to complete testing of the Supplierelectronic transactions. The Supplier’s failure to pay all such costs, fines or penalties to the Company is a material breach of this Agreement and may result in termination of this Agreement, which termination shall not release the Supplier of its obligation to pay the Company for the same. The Supplier shall update information requested in Exhibit B five (5) Business Days prior to Customer enrollments on new assets will be effective no sooner than 30 days from the effective date of any such changethe asset retirements due to the previous Default. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier shall update information requested be responsible for reviewing and confirming the accuracy of all data provided to, or made available for, inspection to Supplier by the Company during the load estimation, load reporting, billing and other processes described in Exhibit C twenty-five (25) Business Days prior to the effective date of any such changethis Master Agreement and/or ISO- NE’s Rules. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier acknowledges that the Company will select select, and may from time to time change change, the EBT value added network (“VAN”) or other electronic data transmission vehicle. The current method utilized is the North American Energy Standards Board (“NAESB”). The Company acknowledges the benefit to both the Company and the Supplier in minimizing the transaction costs in selecting the electronic transmission vehicleVAN. Notwithstanding the above, the Company will not change the VAN or other electronic data transmission vehicle without first providing the Supplier via Internet electronic mail at least thirty seven (307) Business Days days’ notice of any such change. The Supplier shall be responsible for the initial testing costs of the VAN or other electronic data transmission vehicle and all costs of subsequent transactions EDI transaction transmissions as described in the Terms and ConditionsConditions and the EDI Standards. The Supplier acknowledges that the Company is authorized to deny Generation Supplier Service to Customers if the Company has terminated such Customer’s Delivery Service in accordance with the rules and regulations of the PURA, including the PURA’s billing and termination regulationsNHPUC, until such time as the Customer is reinstated by the Company. In order for the Supplier to serve such a Customer after reinstatement, the Supplier must re-enroll the Customer. During the term of this Agreement, as to any EBT EDI Standards implemented subsequent to the initial testing period referenced in Section IV.D. IV C above, the Supplier shall be required to successfully complete testing of said standards in accordance with the EBT EDI Standards. The Supplier shall be responsible for all present and future costs and charges imposed on or associated with the delivery of Generation Service to its customers and assigned to Supplier’s Load Asset(s) by ISO-NE, regardless of how these costs or charges are assessed by ISO-NE. If the Company is assessed costs which are the responsibility of the Supplier, the Company will pass these costs on to the Supplier in a subsequent bill rendered to the Supplier or, at the Company's option, in a separate invoice and Supplier shall promptly pay the same.

Supplier’s Responsibilities. The Supplier shall: provide the Works and the Deliverables in accordance with the Commission; ensure that the Works and Deliverables will conform in all respects with the Commission and that the Deliverables shall be fit for any purpose expressly or implicitly made known to the Supplier by the Customer; perform the Works with the highest level of care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade; ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Works are of the best quality; co-operate with the Customer in all matters relating to the Works, and comply with the Customer's instructions; before the date on which the Works are to start, obtain and maintain during the term of the relevant Commission, all necessary licences and consents and comply with all relevant legislation in relation to: the Works; and the installation and use of the Supplier's Equipment; observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer's or Grantee’s premises from time to time and that have been communicated to it under 11(f). The Customer reserves the right to refuse any of the Supplier's personnel involved in the provision of the Works access to the Customer's or Grantee’s premises, which shall only be given to the extent necessary for the performance of the Works; hold all Customer Materials in safe custody at its own risk, maintain such Customer Materials in good condition until returned to the Customer, and not dispose of or use the Customer Materials other than in accordance with the Customer's written instructions or authorisations; take good care of any Customer's Equipment provided by the Customer pursuant to 11(e); not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business; notify the Company within twenty-four (24) hours Customer in writing if its license immediately upon the occurrence of a change of control of the Supplier; take part in any reasonable quality management assessments as required by the Customer from time to act time; comply with any Key Performance Indicators as required by the Customer from time to time; attend a Supplier is acted upon by PURA in such a way mandatory training day on commencement of this agreement and any other training session that the Customer may require from time to time; operate and maintain appropriate systems, processes and records to ensure that it materially affects can provide timely and accurate management information reports to the Customer on request in the format set out in Schedule 4 (as may be amended from time to time); attend performance review meetings throughout the term of the agreement. The exact timing and frequency of any review meeting will be determined by the Customer. The purpose of the review meeting will be to review the Supplier’s performance under this Agreement, including but not limited to, suspension, revocation, modificationagreement. The agenda for each review meeting shall be set by the Customer and communicated to the Supplier in advance of that meeting; and comply with any additional obligations imposed on it as set out in a Commission. For the duration of this agreement and any Commissions and for a period of 12 months after the termination or expiry of this agreement, or non-renewal. Revocation or non-renewal of the Supplier’s license shall result in automatic termination of this Agreement by the Company The Supplier shall notify the Company by electronic mail and by telephone at Company contacts listed in Exhibit A and PURA in writing no less than twenty four (24) hours after the Supplier or its agent is notifed by ISO-NE thatif later, pursuant to the Rulesany Commissions, the Supplier shall not employ or its agent offer employment to any staff of the Customer who has been suspended from associated with the ISO-NE market due procurement and or provision of the Works without approval or the prior written consent of the Customer which shall not be unreasonably withheld. Time is of the essence in relation to a credit test default any performance dates or milestones for any other reasonthe Supplier. If the Company is notified by ISO-NE that a Supplier Load Asset has been suspended or terminatedfails to meet the relevant deadlines, then (without prejudice to the Customer's right to terminate this agreement and any other rights it may have), the Company shall transfer all Customer may: refuse to accept any subsequent performance of the Supplier’s customers currently served Generation Service by that Works under the relevant Commission which the Supplier attempts to make; purchase substitute services from elsewhere and reclaim from the Company’s applicable Generation Service. This change shall be effective as of the next calendar day following the ISO-NE suspension or termination. Any costs, fines or penalties Supplier any additional costs incurred by the Company as a result of reporting Load to ISO-NE caused by erroneous data obtained procuring such services from the Supplier shall be the sole responsibility a third party instead of the Supplier. The Supplier’s failure to pay all such costs, fines or penalties to the Company is a material breach of this Agreement and may result in termination of this Agreement, which termination shall not release ; hold the Supplier of its obligation to pay the Company accountable for the same. The Supplier shall update information requested in Exhibit B five (5) Business Days prior to the effective date of any such change. This information must be submitted via electronic mail or loss and additional costs incurred; and have any sums previously paid by hard copy delivery at Company contacts listed in Exhibit A. The Supplier shall update information requested in Exhibit C twenty-five (25) Business Days prior to the effective date of any such change. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier acknowledges that the Company will select and may from time to time change the EBT electronic transmission vehicle. The current method utilized is the North American Energy Standards Board (“NAESB”). The Company acknowledges the benefit to both the Company and the Supplier in minimizing the transaction costs in selecting the electronic transmission vehicle. Notwithstanding the above, the Company will not change the electronic transmission vehicle without first providing the Supplier via Internet electronic mail at least thirty (30) Business Days notice of any such change. The Supplier shall be responsible for the initial testing costs of the electronic transmission vehicle and costs of subsequent transactions as described in the Terms and Conditions. The Supplier acknowledges that the Company is authorized to deny Generation Service to Customers if the Company has terminated such Customer’s Delivery Service in accordance with the rules and regulations of the PURA, including the PURA’s billing and termination regulations, until such time as the Customer is reinstated by the Company. In order for the Supplier to serve such a Customer after reinstatement, the Supplier must re-enroll the Customer. During the term of this Agreement, as to any EBT Standards implemented subsequent to the initial testing period referenced in Section IV.D. above, the Supplier shall be required to successfully complete testing of said standards in accordance with the EBT Standards. The Supplier shall be responsible for all present and future costs and charges imposed on or associated with the delivery of Generation Service to its customers and assigned to Supplier’s Load Asset(s) by ISO-NE, regardless of how these costs or charges are assessed by ISO-NE. If the Company is assessed costs which are the responsibility of the Supplier, the Company will pass these costs on to the Supplier in respect of the affected Works refunded by the Supplier. In relation to the Supplier's personnel, the Supplier shall: use the Key Personnel in the provision of the Works; ensure that all personnel involved in the provision of the Works have suitable skills and experience to enable them to perform the tasks assigned to them, and that such personnel are in sufficient number to enable the Supplier to fulfil its obligations under this agreement; ensure that the Supplier's Manager has authority to contractually bind the Supplier on all matters relating to the Works; promptly inform the Customer of the absence (or the anticipated absence) of any of the Key Personnel, and if so required by the Customer, provide a subsequent bill rendered suitably qualified replacement for such individual; and use its best endeavours not to make any changes to the Key Personnel throughout the term of the relevant Commission and obtain the prior written approval of the Customer (such approval not to be unreasonably withheld or delayed) to any replacements for such individuals. Customer's obligations The Customer shall: provide the Supplier with all necessary co-operation in all matters relating to the Works; ensure that the Customer's Manager has authority to contractually bind the Customer on all matters relating to the Works; provide access to the Customer's or Grantee’s premises and data, and such office accommodation and other facilities as may reasonably be requested by the Supplier and agreed with the Customer in advance, for the purposes of the Works; provide to the Supplier orall documents, at information, items and materials required under a Commission; provide the CompanyCustomer's option, Equipment to the Supplier prior to the commencement of a Commission or by the dates specified and in the manner prescribed in a separate invoice Commission; and inform the Supplier shall promptly pay of all health and safety and security requirements that apply at any of the sameCustomer's or Grantee’s premises to which the Supplier will require access.

Supplier’s Responsibilities. The Supplier shall notify supply all the Company within twenty-four (24) hours Goods and Related Services included in writing if its license to act the scope of supply in accordance with GCC Clause 12, and the delivery and completion dates or schedule, as a per GCC Clause 13. Contract Price Prices charged by the Supplier is acted upon by PURA for the Goods supplied and the Related Services performed under the Contract shall be in such a way that it materially affects Supplier’s performance under this accordance with the provisions of the Framework Agreement, including but not limited toSchedule 2, suspension, revocation, modification, or non-renewal. Revocation or non-renewal of the Supplier’s license shall result in automatic termination of this Agreement by the Company The Supplier shall notify the Company by electronic mail and by telephone at Company contacts listed in Exhibit A and PURA in writing no less than twenty four (24) hours after the Supplier or its agent is notifed by ISO-NE thatapplication of any price adjustments authorized in the SCC, pursuant to with the Rulesexception of a price obtained through competitive quotes at the Secondary Procurement selection stage. Terms of Payment The Contract Price, the Supplier or its agent has been suspended from the ISO-NE market due to a credit test default or for including any other reason. If the Company is notified by ISO-NE that a Supplier Load Asset has been suspended or terminatedAdvance Payments, the Company shall transfer all of the Supplier’s customers currently served Generation Service by that Supplier to the Company’s applicable Generation Service. This change if applicable, shall be effective paid as of specified in the next calendar day following the ISO-NE suspension or termination. Any costs, fines or penalties incurred by the Company as a result of reporting Load to ISO-NE caused by erroneous data obtained from the Supplier shall be the sole responsibility of the SupplierSCC. The Supplier’s failure to pay all such costs, fines or penalties request for payment shall be made to the Company is a material breach Purchaser in writing, accompanied by invoices describing, as appropriate, the Goods delivered and Related Services performed, and by the documents submitted pursuant to GCC Clause 13 and upon fulfillment of this Agreement all other obligations stipulated in the Contract. Payments shall be made promptly by the Purchaser, but in no case later than sixty (60) days after submission of an invoice or request for payment by the Supplier, and may result in termination of this Agreement, which termination after the Purchaser has accepted it. The payments shall not release be made to the Supplier of its obligation under this Contract in Indian Rupees. In the event that the Purchaser fails to pay the Company Supplier any payment by its due date or within the period set forth in the SCC, the Purchaser shall pay to the Supplier interest on the amount of such delayed payment at the rate shown in the SCC, for the sameperiod of delay until payment has been made in full, whether before or after judgment or arbitrage award. Taxes and Duties The Supplier shall update information requested in Exhibit B five (5) Business Days prior be entirely responsible for all taxes, duties, license fees, etc., incurred until delivery of the contracted Goods to the effective date Purchaser. Performance Security The performance security provided by the Supplier on award of any such changeFramework Agreement is for the performance of the FA and the call-off contracts. This Copyright The copyright in all drawings, documents, and other materials containing data and information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier shall update information requested in Exhibit C twenty-five (25) Business Days prior furnished to the effective date Purchaser by the Supplier herein shall remain vested in the Supplier, or, if they are furnished to the Purchaser directly or through the Supplier by any third party, including suppliers of any materials, the copyright in such change. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed materials shall remain vested in Exhibit A. such third party Confidential Information The Supplier acknowledges that the Company will select and may from time to time change the EBT electronic transmission vehicle. The current method utilized is the North American Energy Standards Board (“NAESB”). The Company acknowledges the benefit to both the Company Purchaser and the Supplier shall keep confidential and shall not, without the written consent of the other party hereto, divulge to any third party any documents, data, or other information furnished directly or indirectly by the other party hereto in minimizing connection with the transaction costs in selecting Contract, whether such information has been furnished prior to, during or following completion or termination of the electronic transmission vehicleContract. Notwithstanding the above, the Company will not change Supplier may furnish to its Subcontractor such documents, data, and other information it receives from the electronic transmission vehicle without first providing Purchaser to the extent required for the Subcontractor to perform its work under the Contract, in which event the Supplier via Internet electronic mail at least thirty (30) Business Days notice shall obtain from such Subcontractor an undertaking of any such changeconfidentiality similar to that imposed on the Supplier under GCC Clause 20. The Supplier Purchaser shall be responsible for the initial testing costs of the electronic transmission vehicle not use such documents, data, and costs of subsequent transactions as described in the Terms and Conditions. The Supplier acknowledges that the Company is authorized to deny Generation Service to Customers if the Company has terminated such Customer’s Delivery Service in accordance with the rules and regulations of the PURA, including the PURA’s billing and termination regulations, until such time as the Customer is reinstated by the Company. In order for other information received from the Supplier to serve such a Customer after reinstatement, the Supplier must re-enroll the Customer. During the term of this Agreement, as to for any EBT Standards implemented subsequent purposes unrelated to the initial testing period referenced in Section IV.D. abovecontract. Similarly, the Supplier shall be required not use such documents, data, and other information received from the Purchaser for any purpose other than the performance of the Contract. The obligation of a party under GCC Sub-Clauses 20.1 and 20.2 above, however, shall not apply to successfully complete testing of said standards in accordance information that: the Purchaser or Supplier need to share with the EBT StandardsBank or other institutions participating in the financing of the Contract; now or hereafter enters the public domain through no fault of that party; can be proven to have been possessed by that party at the time of disclosure and which was not previously obtained, directly or indirectly, from the other party; or otherwise lawfully becomes available to that party from a third party that has no obligation of confidentiality. The above provisions of GCC Clause 20 shall not in any way modify any undertaking of confidentiality given by either of the parties hereto prior to the date of the Contract in respect of the Supply or any part thereof. The provisions of GCC Clause 20 shall survive completion or termination, for whatever reason, of the Contract. Subcontracting The Supplier shall be responsible for notify the Purchaser in writing of all present and future costs and charges imposed on subcontracts awarded under the Contract if not already specified in the Bid. Such notification, in the original Bid or associated later shall not relieve the Supplier from any of its obligations, duties, responsibilities, or liability under the Contract. Subcontracts shall comply with the delivery provisions of Generation Service to its customers GCC Clauses 3 and assigned to Supplier’s Load Asset(s) by ISO-NE, regardless of how these costs or charges are assessed by ISO-NE. If the Company is assessed costs which are the responsibility of the Supplier, the Company will pass these costs on to the Supplier in a subsequent bill rendered to the Supplier or, at the Company's option, in a separate invoice and Supplier shall promptly pay the same7.

Supplier’s Responsibilities. The Supplier shall notify use reasonable endeavours to provide the Company within twenty-four (24) hours Services in writing if its license to act as a Supplier is acted upon by PURA accordance with this agreement in such a way that it materially affects Supplier’s performance under this Agreement, including but not limited to, suspension, revocation, modification, or non-renewal. Revocation or non-renewal of the Supplier’s license shall result in automatic termination of this Agreement by the Company The Supplier shall notify the Company by electronic mail and by telephone at Company contacts listed in Exhibit A and PURA in writing no less than twenty four (24) hours after the Supplier or its agent is notifed by ISO-NE that, pursuant to the Rules, the Supplier or its agent has been suspended from the ISO-NE market due to a credit test default or for any other reason. If the Company is notified by ISO-NE that a Supplier Load Asset has been suspended or terminated, the Company shall transfer all of the Supplier’s customers currently served Generation Service by that Supplier to the Company’s applicable Generation Service. This change shall be effective as of the next calendar day following the ISO-NE suspension or termination. Any costs, fines or penalties incurred by the Company as a result of reporting Load to ISO-NE caused by erroneous data obtained from the Supplier shall be the sole responsibility of the Supplier. The Supplier’s failure to pay all such costs, fines or penalties to the Company is a material breach of this Agreement and may result in termination of this Agreement, which termination shall not release the Supplier of its obligation to pay the Company for the samerespects. The Supplier shall update information requested use reasonable endeavours to meet any performance dates in Exhibit B five (5) Business Days prior to the effective date of Schedule 1 but any such change. This information must dates shall be submitted via electronic mail or estimates only and time for performance by hard copy delivery at Company contacts listed in Exhibit A. The the Supplier shall update information requested in Exhibit C twentynot be of the essence of this agreement. Customer's obligations The Customer shall: co-five (25) Business Days prior to the effective date of any such change. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier acknowledges that the Company will select and may from time to time change the EBT electronic transmission vehicle. The current method utilized is the North American Energy Standards Board (“NAESB”). The Company acknowledges the benefit to both the Company and operate with the Supplier in minimizing all matters relating to the transaction costs Services; appoint a manager for the Services, such person as identified in selecting Schedule 1. That person shall have the electronic transmission vehicle. Notwithstanding authority to contractually to bind the aboveCustomer on matters relating to the Services (including by signing Change Orders); provide, for the Company will not change Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the electronic transmission vehicle without first providing Customer's premises, office accommodation, data and other facilities as reasonably required by the Supplier via Internet electronic mail at least thirty (30) Business Days notice of including any such change. The access as is specified in Schedule 1; provide to the Supplier shall be responsible for in a timely manner all documents, information, items and materials in any form (whether owned by the initial testing costs Customer or third party) required under Schedule 1 or otherwise reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete; inform the Supplier of all health and safety and security requirements that apply at any of the electronic transmission vehicle Customer's premises; obtain and costs of subsequent transactions maintain all necessary licences and consents and comply with all relevant legislation as described in the Terms and Conditions. The Supplier acknowledges that the Company is authorized required to deny Generation Service to Customers if the Company has terminated such Customer’s Delivery Service in accordance with the rules and regulations of the PURA, including the PURA’s billing and termination regulations, until such time as the Customer is reinstated by the Company. In order for enable the Supplier to serve such a Customer after reinstatement, provide the Services in all cases before the date on which the Services are to start; provide to the Supplier must re-enroll with a suitable job description or job summary applicable to the role to enable the Supplier to search for, or advertise for, suitable candidates. If the Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer. During the term of this Agreement, as its agents, subcontractors, consultants or employees, then, without prejudice to any EBT Standards implemented subsequent to the initial testing period referenced in Section IV.D. aboveother right or remedy it may have, the Supplier shall be required allowed an extension of time to successfully complete testing of said standards in accordance with the EBT Standards. The Supplier shall be responsible for all present and future costs and charges imposed on or associated with the delivery of Generation Service to perform its customers and assigned to Supplier’s Load Asset(s) by ISO-NE, regardless of how these costs or charges are assessed by ISO-NE. If the Company is assessed costs which are the responsibility of the Supplier, the Company will pass these costs on obligations equal to the Supplier in a subsequent bill rendered to delay caused by the Supplier or, at the Company's option, in a separate invoice and Supplier shall promptly pay the sameCustomer.

Supplier’s Responsibilities. The Supplier shall provide the Services and the Goods, and deliver the Deliverables to the British Council, with reasonable skill, care and ability in accordance with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Terms of Reference (8.1)), and shall allocate sufficient resources to the Services to enable it to comply with this obligation. To the extent the Supplier is required to deliver any Goods under this Agreement, those Goods shall be of satisfactory quality, fit for purpose and shall comply with any applicable specification set out in this Agreement. The Supplier shall meet any dates related to the performance of the Services under this Agreement and time shall be of the essence in respect of such dates. The Supplier shall comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements. The Supplier shall comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any). Where applicable, the Supplier shall, subject to the prior written approval of the British Council, appoint or, at the written request of the British Council, replace without delay any member of the Supplier's Team, each such member to be suitably skilled, experienced and qualified to carry out the Services. The Supplier shall not, without the British Council’s prior written consent (not to be unreasonably withheld or delayed), replace any of the Key Personnel. The British Council acknowledges that the Supplier will have to replace a member of the Key Personnel where such person leaves the employment of the Supplier, in which case the British Council shall have a right of approval over the proposed replacement (such approval not to be unreasonably withheld or delayed). The Supplier shall: observe, and ensure that, where applicable, the Supplier’s Team observes, the British Council’s Acceptable Usage Policy, Roam User Policy (where access to the relevant information technology systems has been granted), Information Security Policy and any applicable security policy or health and safety policy notified to the Supplier (including such policies as may be applicable at the Premises) and any reasonable verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. The Supplier shall not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client (if any) or their respective officers, employees, agents or contractors. If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the Company within twenty-four (24) hours British Council in writing if its license as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to act as a Supplier is acted upon by PURA in such a way that it materially affects Supplier’s performance under this Agreement, including but not limited to, suspension, revocation, modificationavoid, or non-renewalbring to an end, any conflict of interests. Revocation or non-renewal In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. The Supplier warrants that the Supplier’s license shall result in automatic termination of this Agreement by the Company The Supplier shall notify the Company by electronic mail and by telephone at Company contacts listed in Exhibit A and PURA in writing no less than twenty four (24) hours after the Supplier or its agent is notifed by ISO-NE that, pursuant to the Rules, the Supplier or its agent has been suspended from the ISO-NE market due to a credit test default or for any other reason. If the Company is notified by ISO-NE that a Supplier Load Asset has been suspended or terminated, the Company shall transfer all of the Supplier’s customers currently served Generation Service by that Supplier to the Company’s applicable Generation Service. This change Equipment shall be effective as of the next calendar day following the ISO-NE suspension or termination. Any costs, fines or penalties incurred by the Company as a result of reporting Load to ISO-NE caused by erroneous data obtained from the Supplier shall be the sole responsibility of the Supplier. The Supplier’s failure to pay all such costs, fines or penalties to the Company is a material breach of this Agreement satisfactory quality and may result in termination of this Agreement, which termination shall not release the Supplier of its obligation to pay the Company fit for the same. The Supplier shall update information requested in Exhibit B five (5) Business Days prior to the effective date purpose of any such change. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier shall update information requested in Exhibit C twenty-five (25) Business Days prior to the effective date of any such change. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier acknowledges that the Company will select and may from time to time change the EBT electronic transmission vehicle. The current method utilized is the North American Energy Standards Board (“NAESB”). The Company acknowledges the benefit to both the Company and the Supplier in minimizing the transaction costs in selecting the electronic transmission vehicle. Notwithstanding the above, the Company will not change the electronic transmission vehicle without first providing the Supplier via Internet electronic mail at least thirty (30) Business Days notice of any such change. The Supplier shall be responsible for the initial testing costs of the electronic transmission vehicle and costs of subsequent transactions as described in the Terms and Conditions. The Supplier acknowledges that the Company is authorized to deny Generation Service to Customers if the Company has terminated such Customer’s Delivery Service Services in accordance with the rules and regulations of the PURA, including the PURA’s billing and termination regulations, until such time as the Customer is reinstated by the Company. In order for the Supplier to serve such a Customer after reinstatement, the Supplier must re-enroll the Customer. During the term of this Agreement, as to any EBT Standards implemented subsequent to the initial testing period referenced in Section IV.D. above, the Supplier shall be required to successfully complete testing of said standards in accordance with the EBT Standards. The Supplier shall be responsible for all present and future costs and charges imposed on or associated with the delivery of Generation Service to its customers and assigned to Supplier’s Load Asset(s) by ISO-NE, regardless of how these costs or charges are assessed by ISO-NE. If the Company is assessed costs which are the responsibility of the Supplier, the Company will pass these costs on to the Supplier in a subsequent bill rendered to the Supplier or, at the Company's option, in a separate invoice and Supplier shall promptly pay the same.

Supplier’s Responsibilities. The Supplier shall notify will provide the Company within twentyServices from the Commencement Date for the duration of the Term and deliver the Deliverables to Macmillan, all in accordance with this Agreement and Schedule 1, and will allocate sufficient resources to the Services to enable it to comply with this obligation. The Supplier will meet any performance dates specified in Schedule 1. The Supplier will: co-four operate with Macmillan in all matters relating to the Services and promptly give to Macmillan all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services. The Supplier will upon request by Macmillan provide such information to Macmillan via Macmillan’s digital, contract management system on a designated portal (24) hours in writing if its license details will be provided to act as a the Supplier is acted upon by PURA in Macmillan to enable the Supplier to access and load onto the portal such a way that it materially affects Supplier’s performance under this Agreement, information including but not limited to, suspension, revocation, modification, or non-renewal. Revocation or non-renewal of the Supplier’s license shall result insurance certificates, any quality certificates and annual accounts or other relevant information); procure the availability of the Key Personnel to provide the Services on such days, and at such times, as Macmillan may require during the Term; promptly inform Macmillan of the absence (or anticipated absence) of any Key Personnel and, if Macmillan requires, provide a suitably qualified replacement; not make any changes to the Key Personnel without the prior written approval of Macmillan (such approval not to be unreasonably withheld or delayed) and in automatic termination the event of this Agreement by a change to any of the Company The Supplier shall notify Key Personnel will, once the Company by electronic mail replacement is in post, provide the Services free of charge for one (1) Working Day; ensure that it and by telephone at Company contacts listed the Supplier's Team are sufficiently experienced, qualified and trained to provide the Services; not subcontract all or any part of the Services to any other person without the prior written consent of Macmillan; in Exhibit A relation to any intended subcontracting: not appoint any subcontractor without the prior written consent of Macmillan; not change, replace or terminate the appointment of a subcontractor without the prior written consent of Macmillan; ensure that each subcontractor procures and PURA maintains the minimum insurance coverages set out in writing no less than twenty four (24) hours after Clause 11.4; and ensure that contracts between the Supplier or its agent is notifed by ISO-NE that, pursuant to and each subcontractor will be in accordance with the Rules, the Supplier or its agent has been suspended from the ISO-NE market due to a credit test default or for any other reason. If the Company is notified by ISO-NE that a Supplier Load Asset has been suspended or terminated, the Company shall transfer all of the Supplier’s customers currently served Generation Service by that Supplier to the Company’s applicable Generation Service. This change shall be effective as of the next calendar day following the ISO-NE suspension or termination. Any costs, fines or penalties incurred by the Company as a result of reporting Load to ISO-NE caused by erroneous data obtained from the Supplier shall be the sole responsibility of the Supplier. The Supplier’s failure to pay all such costs, fines or penalties to the Company is a material breach terms of this Agreement and may result will include the terms and conditions set out in termination this Agreement insofar as applicable; notify Macmillan in writing immediately upon the occurrence of this Agreement, which termination shall not release the Supplier a change of its obligation to pay the Company for the same. The Supplier shall update information requested in Exhibit B five (5) Business Days prior to the effective date a Change of any such change. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier shall update information requested in Exhibit C twenty-five (25) Business Days prior to the effective date of any such change. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier acknowledges that the Company will select and may from time to time change the EBT electronic transmission vehicle. The current method utilized is the North American Energy Standards Board (“NAESB”). The Company acknowledges the benefit to both the Company and the Supplier in minimizing the transaction costs in selecting the electronic transmission vehicle. Notwithstanding the above, the Company will not change the electronic transmission vehicle without first providing the Supplier via Internet electronic mail at least thirty (30) Business Days notice of any such change. The Supplier shall be responsible for the initial testing costs Control of the electronic transmission vehicle Supplier; hold all Macmillan Property in safe custody at its own risk and costs maintain it in good condition until returned to Macmillan, and not dispose of subsequent transactions as described in or use the Terms and Conditions. The Supplier acknowledges that the Company is authorized to deny Generation Service to Customers if the Company has terminated such Customer’s Delivery Service Macmillan Property other than in accordance with the rules and regulations of the PURA, including the PURAMacmillan’s billing and termination regulations, until such time as the Customer is reinstated by the Company. In order for the Supplier to serve such a Customer after reinstatement, the Supplier must re-enroll the Customer. During the term of this Agreement, as to any EBT Standards implemented subsequent to the initial testing period referenced in Section IV.D. above, the Supplier shall be required to successfully complete testing of said standards in accordance with the EBT Standards. The Supplier shall be responsible for all present and future costs and charges imposed on written instructions or associated with the delivery of Generation Service to its customers and assigned to Supplier’s Load Asset(s) by ISO-NE, regardless of how these costs or charges are assessed by ISO-NE. If the Company is assessed costs which are the responsibility of the Supplier, the Company will pass these costs on to the Supplier in a subsequent bill rendered to the Supplier or, at the Company's option, in a separate invoice and Supplier shall promptly pay the same.authorisations; and

Supplier’s Responsibilities. The Supplier shall notify the Company within twenty-four (24) hours in writing if its license to act as a Supplier Competitive Supplier, as provided in 220 C.M.R. 11.05, is acted upon by PURA the MDTE in such a way that it materially affects Supplier’s performance under this Agreement, including but not limited to, suspension, revocation, modification, or non-non- renewal. Revocation or non-renewal of the Supplier’s license shall result in automatic be grounds for immediate termination of this Agreement by the Company The Company. Supplier shall notify the Company by electronic mail and by telephone at Company contacts listed in Exhibit A and PURA in writing no less than twenty four forty-eight (2448) hours after the prior, as applicable, to an event reasonably within Supplier’s knowledge, and of which Supplier has reason to believe Company has no knowledge, and that will render Supplier or its agent is notifed by ISO-NE thatunable to maintain the status with NEPOOL required to serve load. Upon such notice or upon the occurrence of such an event, pursuant Company shall have the immediate right to switch Supplier’s Customers so affected to the Rules, the Supplier applicable Default or its agent has been suspended from the ISO-NE market due to a credit test default or for any other reason. If the Company is notified by ISO-NE that a Supplier Load Asset has been suspended or terminated, the Company shall transfer all of the Supplier’s customers currently served Generation Standard Offer Service by that Supplier to Rate under the Company’s applicable Generation Servicetariffs. This change shall be effective as of the next calendar day following the ISO-NE suspension or termination. Any costs, fines or penalties incurred by the Company as a result of reporting Load to ISO-NE caused by erroneous data obtained from the Supplier shall be the sole responsibility of the Supplier. The Supplier’s failure to pay all such costs, fines or penalties to the Company is a material breach of this Agreement and may result in termination of this Agreement, which termination shall not release the Supplier of its obligation to pay the Company for the same. The Supplier shall update information requested in Exhibit B five (5) Business Days business days prior to the effective date of any such change. This change in information must be submitted via electronic mail or by hard copy delivery at Company contacts listed contained in Exhibit A. The Supplier shall update information requested in Exhibit C twenty-five (25) Business Days prior to the effective date of any such change. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The B. Supplier acknowledges that the Company will select and may from time to time change the EBT internet communications protocol or other electronic transmission vehicle. The current method utilized is the North American Energy Standards Board (“NAESB”). The Company acknowledges the benefit to both the Company and the Supplier in minimizing the transaction costs in selecting the electronic transmission vehicleNAESB, North American Energy Standards Board, version 1.6 EDI/EDM. Notwithstanding the above, the Company will not change the internet communications protocol or other electronic transmission vehicle without first providing the Supplier via Internet electronic mail at least thirty seven (307) Business Days days notice of any such change. The Supplier shall be responsible for the initial testing costs of the electronic transmission vehicle and costs of subsequent transactions as described in the Terms and Conditions. The Supplier acknowledges that the Company will not include Supplier’s preexisting balances on Standard Complete Billing for newly enrolled Customers. Supplier acknowledges that Company is authorized to deny Generation Service to Customers if the Company has terminated such Customer’s Delivery Distribution Service in accordance with the rules and regulations of the PURAMDTE, including the PURAMDTE’s billing and termination regulations, regulations until such time as the Customer is reinstated by the Company. In order for the Supplier to serve such a Customer after reinstatement, the Supplier must re-enroll the Customer. During the term of this Agreement, as to any EBT Standards implemented subsequent to the initial testing period referenced in Section IV.D. IV D above, the Supplier shall be required to successfully complete testing of said standards in accordance with the EBT Standards. The Supplier shall be responsible for all present and future costs and charges imposed on or associated with the delivery of Generation Service to its customers and assigned to Supplier’s Load Asset(s) by ISO-NE, regardless of how these costs or charges are assessed by ISO-NE. If the Company is assessed costs which are the responsibility of the Supplier, the Company will pass these costs on to the Supplier in a subsequent bill rendered to the Supplier or, at the Company's option, in a separate invoice and Supplier shall promptly pay the same.

Supplier’s Responsibilities. The Supplier shall notify the Company within twenty-four (24) 24 hours in writing if its license to act as a Supplier an electric supplier is acted upon revoked, suspended, terminated, or is amended by the PURA in such a way that it materially affects Supplier’s performance under this Agreement, including but not limited to, suspension, revocation, modification, or non-renewal. Revocation or non-renewal of the Supplier’s license shall result in automatic be grounds for immediate termination of this Agreement by the Company The Company. Supplier shall notify the Company in accordance with R.C.S.A. Section 16-244c-12 (Notice by electronic mail and by telephone at Company contacts listed in Exhibit A and PURA in writing no less than twenty four (24Electric Supplier on Cessation of Business) hours after the of any event that will render Supplier or its agent is notifed by ISO-NE that, pursuant unable to maintain the Rules, status with NEPOOL required to serve load. Upon such notice or upon the Supplier or its agent has been suspended from the ISO-NE market due to a credit test default or for any other reason. If the Company is notified by ISO-NE that a Supplier Load Asset has been suspended or terminatedoccurrence of such an event, the Company shall transfer all of have the right to immediately switch Supplier’s customers currently served Generation Service by that Supplier Customers so affected to the Company’s applicable Generation Back-up Service. This change shall be effective as of the next calendar day following the ISO-NE suspension or termination. Any costs, fines or penalties incurred by the Company as a result of reporting Load to ISO-NE caused by erroneous data obtained from the Supplier shall be the sole responsibility of the Supplier. The Supplier’s failure to pay all such costs, fines or penalties to the Company is a material breach of this Agreement and may result in termination of this Agreement, which termination shall not release the Supplier of its obligation to pay the Company for the same. The Supplier shall update information requested in Exhibit B and C not more than five (5) Business Days business days prior to the effective date of any such change. This change in information must be submitted via electronic mail or by hard copy delivery at Company contacts listed contained in Exhibit A. The Supplier shall update information requested in Exhibit C twenty-five (25) Business Days prior to the effective date of any such change. This information must be submitted via electronic mail B or by hard copy delivery at Company contacts listed in Exhibit A. The C. Supplier acknowledges that the Company will select and may from time to time change the EBT value added network (“VAN”) or other electronic transmission vehicle. The current method utilized is the North American Energy Standards Board (“NAESB”). The Company acknowledges the benefit , but shall use reasonable efforts to both the Company and the provide notice to Supplier in minimizing the transaction costs in selecting the electronic transmission vehicle. Notwithstanding the above, the Company will not change the electronic transmission vehicle without first providing the Supplier via Internet electronic mail of any changes at least thirty seven (307) Business Days notice of days prior to any such change. The Supplier shall be responsible for the initial testing costs of the electronic transmission vehicle VAN and costs of subsequent transactions as described in the Terms and Conditions. The Supplier acknowledges that the Company will not include any customer balances previously owed to Supplier prior to enrollment of said customer. Supplier acknowledges that the Company is authorized to deny the provision of Generation Service to Customers if the Company has terminated such Customer’s Delivery Distribution Service in accordance with the rules and regulations of the PURA, including the PURA’s billing and termination regulations, until such time as the Customer is reinstated by the Company. In order for the Supplier to serve such a Customer after reinstatement, the Supplier must re-enroll the Customer. During the term of this Agreement, as Supplier shall be required to successfully complete additional testing of any EBT Standards implemented subsequent to the initial testing period referenced in Section IV.D. IV D above, the Supplier shall be required to successfully complete testing of said standards in accordance with the provisions of said EBT Standards. The Supplier shall be responsible for all present and future costs and charges imposed on or associated with the delivery of Generation Service to its customers and assigned to Supplier’s Load Asset(s) by ISO-NE, regardless of how these costs or charges are assessed by ISO-NE. If the Company is assessed costs which are the responsibility of the Supplier, the Company will pass these costs on to the Supplier in a subsequent bill rendered to the Supplier or, at the Company's option, in a separate invoice and Supplier shall promptly pay the same.

Supplier’s Responsibilities. The Supplier agrees that it desires to receive the services enumerated in Section VII of this Master Agreement at the rates contained in the Terms and Conditions as they may be revised from time to time or in Exhibit C. Supplier agrees to pay the Company’s invoices for services rendered in a timely manner. Supplier agrees to provide all information necessary to the Company to fulfill the Company’s obligations under this Master Agreement. The Supplier shall notify the Company within twenty-four (24) 24 hours in writing if its license to act as a Competitive Supplier is acted upon by PURA the NHPUC or ISO-NE in such a way that it materially affects Supplier’s performance under this Agreement, including but not limited to, suspension, revocation, modification, or non-renewal. Revocation or non-renewal of the Supplier’s license shall result in automatic be grounds for immediate termination of this Agreement by the Company The Company. To the extent reasonably practicable, Supplier shall notify the Company by electronic mail and by telephone at Company contacts listed in Exhibit A and PURA in writing no less than twenty four forty eight (2448) hours after prior to an event reasonably within Supplier’s knowledge, and of which Supplier has reason to believe the Company has no knowledge, and that will render Supplier or its agent is notifed by ISO-NE that, pursuant unable to maintain Supplier’s status with NEPOOL required to serve load. Upon such notice or upon the Rules, the Supplier or its agent has been suspended from the ISO-NE market due to a credit test default or for any other reason. If the Company is notified by ISO-NE that a Supplier Load Asset has been suspended or terminatedoccurrence of such an event, the Company shall transfer all of have the immediate right to switch Supplier’s customers currently served Generation Customers so affected to the applicable Default Service by that Supplier to Rate under the Company’s applicable Generation Service. This change shall be effective as of the next calendar day following the ISO-NE suspension or termination. Any costs, fines or penalties incurred by the Company as a result of reporting Load to ISO-NE caused by erroneous data obtained from the Supplier shall be the sole responsibility of the Supplier. The Supplier’s failure to pay all such costs, fines or penalties to the Company is a material breach of this Agreement and may result in termination of this Agreement, which termination shall not release the Supplier of its obligation to pay the Company for the same. The Supplier shall update information requested in Exhibit B five (5) Business Days prior to the tariffs with an effective date of any such change. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The the Customer’s last meter reading date, and the Competitive Supplier shall update information requested in Exhibit C twentyhold harmless, indemnify and defend the Company regarding any associated costs and third-five (25) Business Days prior party claims related to the effective date of any such changeswitch. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier acknowledges that the Company will select and may from time to time change the EBT value added network (“VAN”) or other electronic data transmission vehicle. The current method utilized is the North American Energy Standards Board (“NAESB”). The Company acknowledges the benefit to both the Company and the Supplier in minimizing the transaction costs in selecting the electronic transmission vehicleVAN. Notwithstanding the above, the Company will not change the VAN or other electronic data transmission vehicle without first providing the Supplier via Internet electronic mail at least thirty seven (307) Business Days days’ notice of any such change. The Supplier shall be responsible for the initial testing costs of the VAN or other electronic data transmission vehicle and all costs of subsequent transactions EDI transaction transmissions as described in the Terms and ConditionsConditions and the EDI Standards. The Supplier acknowledges that the Company is authorized to deny Generation Supplier Service to Customers if the Company has terminated such Customer’s Delivery Service in accordance with the rules and regulations of the PURA, including the PURA’s billing and termination regulationsNHPUC, until such time as the Customer is reinstated by the Company. In order for the Supplier to serve such a Customer after reinstatement, the Supplier must re-enroll the Customer. During the term of this Agreement, as to any EBT EDI Standards implemented subsequent to the initial testing period referenced in Section IV.D. IV C above, the Supplier shall be required to successfully complete testing of said standards in accordance with the EBT EDI Standards. The Supplier shall be responsible for all present and future costs and charges imposed on or associated with the delivery of Generation Service to its customers and assigned to Supplier’s Load Asset(s) by ISO-NE, regardless of how these costs or charges are assessed by ISO-NE. If the Company is assessed costs which are the responsibility of the Supplier, the Company will pass these costs on to the Supplier in a subsequent bill rendered to the Supplier or, at the Company's option, in a separate invoice and Supplier shall promptly pay the same.

Supplier’s Responsibilities. The Supplier shall provide the Services and the Goods, and deliver the Deliverables to the British Council, with reasonable skill, care and ability in accordance with the terms of this Agreement (and, in particular, the Special Terms (Error: Reference source not found) and the Terms of Reference (Schedule 2)), and shall allocate sufficient resources to the Services to enable it to comply with this obligation. To the extent the Supplier is required to deliver any Goods under this Agreement, those Goods shall be of satisfactory quality, fit for purpose and shall comply with any applicable specification set out in this Agreement. The Supplier shall meet any dates related to the performance of the Services under this Agreement and time shall be of the essence in respect of such dates. The Supplier shall comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements. The Supplier shall comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any). Where applicable, the Supplier shall, subject to the prior written approval of the British Council, appoint or, at the written request of the British Council, replace without delay any member of the Supplier's Team, each such member to be suitably skilled, experienced and qualified to carry out the Services. The Supplier shall not, without the British Council’s prior written consent (not to be unreasonably withheld or delayed), replace any of the Key Personnel. The British Council acknowledges that the Supplier will have to replace a member of the Key Personnel where such person leaves the employment of the Supplier, in which case the British Council shall have a right of approval over the proposed replacement (such approval not to be unreasonably withheld or delayed). The Supplier shall: observe, and ensure that, where applicable, the Supplier’s Team observes, the British Council’s Acceptable Usage Policy, Roam User Policy (where access to the relevant information technology systems has been granted), Information Security Policy and any applicable security policy or health and safety policy notified to the Supplier (including such policies as may be applicable at the Premises) and any reasonable verbal or written instructions or policies issued to the Supplier at any time and shall comply with the legal requirements of any country in which the Services are being provided and, if the Supplier fails to do so, the British Council reserves the right to refuse the Supplier's Team access to the Premises and/or to suspend the provision of the Services until such time as the Supplier (and, where applicable, the Supplier’s Team) is compliant with such policies, instructions or requirements and the British Council shall not be required to pay the Charges in respect of the period of such suspension; and before the date on which the Services are to start, obtain and at all times maintain and comply with all licences and consents required to enable the Supplier to provide the Services (including in relation to the installation of the Supplier’s Equipment) and the Goods in accordance with this Agreement. The Supplier shall not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client (if any) or their respective officers, employees, agents or contractors. If the Supplier is unable to provide the Services due to its own illness or injury or the illness or injury of any Relevant Person, the Supplier shall advise the British Council of that fact as soon as reasonably practicable and shall provide such evidence of any Relevant Person’s or its own (as the case may be) illness or injury as the British Council may reasonably require. For the avoidance of doubt, no Charges shall be payable to the Supplier in respect of any period during which the Services are not provided. The Supplier shall use all reasonable endeavours to ensure that it is available at all times on reasonable notice to provide such assistance or information as the British Council may require. The Supplier may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the British Council will not be liable to bear the cost of such functions. Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including with regard to confidentiality and intellectual property. Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during the Term provided that such activity does not cause a breach of any of the Supplier's obligations under this Agreement. The Supplier shall use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier. The Supplier shall notify the Company within twenty-four (24) hours British Council in writing if its license as soon as is practically possible of any potential conflict of interests and shall follow the British Council’s reasonable instructions to act as a Supplier is acted upon by PURA in such a way that it materially affects Supplier’s performance under this Agreement, including but not limited to, suspension, revocation, modificationavoid, or non-renewalbring to an end, any conflict of interests. Revocation or non-renewal In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice. The Supplier warrants that the Supplier’s license shall result in automatic termination of this Agreement by the Company The Supplier shall notify the Company by electronic mail and by telephone at Company contacts listed in Exhibit A and PURA in writing no less than twenty four (24) hours after the Supplier or its agent is notifed by ISO-NE that, pursuant to the Rules, the Supplier or its agent has been suspended from the ISO-NE market due to a credit test default or for any other reason. If the Company is notified by ISO-NE that a Supplier Load Asset has been suspended or terminated, the Company shall transfer all of the Supplier’s customers currently served Generation Service by that Supplier to the Company’s applicable Generation Service. This change Equipment shall be effective as of the next calendar day following the ISO-NE suspension or termination. Any costs, fines or penalties incurred by the Company as a result of reporting Load to ISO-NE caused by erroneous data obtained from the Supplier shall be the sole responsibility of the Supplier. The Supplier’s failure to pay all such costs, fines or penalties to the Company is a material breach of this Agreement satisfactory quality and may result in termination of this Agreement, which termination shall not release the Supplier of its obligation to pay the Company fit for the same. The Supplier shall update information requested in Exhibit B five (5) Business Days prior to the effective date purpose of any such change. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier shall update information requested in Exhibit C twenty-five (25) Business Days prior to the effective date of any such change. This information must be submitted via electronic mail or by hard copy delivery at Company contacts listed in Exhibit A. The Supplier acknowledges that the Company will select and may from time to time change the EBT electronic transmission vehicle. The current method utilized is the North American Energy Standards Board (“NAESB”). The Company acknowledges the benefit to both the Company and the Supplier in minimizing the transaction costs in selecting the electronic transmission vehicle. Notwithstanding the above, the Company will not change the electronic transmission vehicle without first providing the Supplier via Internet electronic mail at least thirty (30) Business Days notice of any such change. The Supplier shall be responsible for the initial testing costs of the electronic transmission vehicle and costs of subsequent transactions as described in the Terms and Conditions. The Supplier acknowledges that the Company is authorized to deny Generation Service to Customers if the Company has terminated such Customer’s Delivery Service Services in accordance with the rules and regulations of the PURA, including the PURA’s billing and termination regulations, until such time as the Customer is reinstated by the Company. In order for the Supplier to serve such a Customer after reinstatement, the Supplier must re-enroll the Customer. During the term of this Agreement, as to any EBT Standards implemented subsequent to the initial testing period referenced in Section IV.D. above, the Supplier shall be required to successfully complete testing of said standards in accordance with the EBT Standards. The Supplier shall be responsible for all present and future costs and charges imposed on or associated with the delivery of Generation Service to its customers and assigned to Supplier’s Load Asset(s) by ISO-NE, regardless of how these costs or charges are assessed by ISO-NE. If the Company is assessed costs which are the responsibility of the Supplier, the Company will pass these costs on to the Supplier in a subsequent bill rendered to the Supplier or, at the Company's option, in a separate invoice and Supplier shall promptly pay the same.