10493 MARKETING AGREEMENT. “This Marketing Agreement (“Agreement”) is effective as of the “Effective Date” set forth on the signature page and is between HomeServe USA Corp., a Pennsylvania corporation (“HomeServe”) and, Charleston Water System (“Utility”), a water and wastewater utility. HomeServe and Utility are referred to collectively as the “Parties” and individually as a “Party”. HomeServe provides products to consumers for the emergency repair of domestic infrastructure and related systems (“Products”). As of the Effective Date, Utility provides residential water and ‘wastewater services in the Territory, defined as the area of retail water and sewer services as shown in the attached service area maps (Exhibit A). Utility wishes to engage HomeServe to offer its Products to homeowners within the Territory (“Customers”). In consideration of the foregoing and the mutual covenants contained in this Agreement, the Parties agree as follows: 11 Utility grants to HomeServe the exclusive non-transferrable right to use Utility Marks (identified in Exhibit B) in connection with the advertisement, marketing, sale and administration of the Products in the Territory as set forth in this Agreement. Except as expressly set forth herein, HomeServe shall not have, of claim, any right title or jnterest in or to Utility Marks, Otherwise, all documentation (and any related intellectual property) relating to the Products by HomeServe shall remain the property of HomeServe. 1.2. The agreement between a Customer and HomeServe for @ Product is owned exclusively by HomeServe (“Service Agreement” and such Customer is called a “Member”) Member Data (name, address, phone number and all other information about a Member obtained by or through HomeServe) is the exclusive property of HomeServe. 2. Marketing, 2.1. HomeServe will be permitted (at its discretion) during the Term to send to Customers and others in the Territory at least six (6) acquisition mailings and at least_six (6) other mailings pet household per year of Product marketing materials using the Utility Marks. Subject only to the specific restrictions contained in this Agreement, HomeServe may advertise, market and promote the Products using the Marks through the use of such methods, channels and activities as may be selected by HomeServe including, without limitation, email, newspaper advertising, “yellow pages”, magazine advertising, media activity (such as Internet, television and radio), direct mail, telesales (inbound and outbound), Customer callbacks and other lawful methods. 2.2. At the request of HomeServe, and in Utility's sole discretion, Utility may assist HomeServe in the promotion and marketing of the Products in any of the following ways: (i) provide zip code information of service territory; (ii) mutually agreed customer and address verification services provided it is in accordance with the ‘Agreement and applicable Law; (ii) include endorsements and referrals such as articles3. Be in quarterly Customer newsletter; or (iv) distribute marketing packs at Customer payment points/centers and/or the Utility website. 2.3, Any marketing and Product-related materials to be delivered to Customers or others (including by Utility) under this Agreement are subject to prior approval by Utility HomeServe shall provide Utility with samples of all such materials and Utility agrees to approve or disapprove of proposed Products within ten (10) business days of receiving the proposed materials. Compensation To Utility. 3.1 HomeServe shall pay Utility twelve (12%) percent of the payments actually received from Members during the Term under any Service Agreement, net of any discount, rebates, refunds or sales tax paid by HomeServe under such Service Agreements (“Net Commission”). 3.2 HomeServe shall pay Utility an initial set-up fee of One Hundred Twenty Thousand ($120,000) dollars simultaneously with the execution and delivery of this Agreement (Set-Up Fee”). ‘The Set-Up Fee is intended to compensate Utility for its initial cost to set-up the processes required by this Agreement, Except in the case of Utility's termination of this Agreement for Cause, this fee is refundable to HomeServe on a pro rata basis in the event that the Agreement is terminated during the Term for any reason. Member Billing and Payment Responsibilities. __ HomeServe shall bill Members under Service Agreements (“Service Agreement Fees”) in accordance with HomeServe normal practices, For each month during the Term and for any period that Net Commissions are owed, HomeServe shall submit to Utility by the 15% of the month, a statement of the Net ‘Commission due from Members for the previous month (“Commission Statement”). This shall be accompanied by payment of the Net Commission in a form to be mutually agreed upon. HomeServe shall also provide Utility a monthly report detailing its Customers and the products cach Customer has purchased. Confidential Information. _ Each Party (“Recipient”) shall keep secret and confidential the proprietary and confidential information (in any form) (‘Confidential Information”) of the other Party (“Discloser”) that is disclosed or obtained pursuant to the performance of this ‘Agreement and shall use such Confidential Information only for the purposes set forth herein. Recipient is responsible for the acts or omissions of its Representatives to whom disclosure is made. If Recipient is required by legal process to disclose Confidential Information, Recipient shall give Discloser prompt advance notice so that Discloser may seck appropriate relief, and Recipient will only furnish that portion of the Confidential Information that it is legally required to disclose. This Section 5 shall remain in effect with respect to any particular item of Confidential Information until Recipient can prove it is not confidential (except for trade secrets, which shall be held in confidence for so long as they are protected under applicable law as trade secrets.6. Representations and Warranties. Each Party represents and warrants to the other that ithas the full power and authority to carry on its business as it s now being conducted and to enter into and perform under this Agreement and that there are no agreements or Law that would prevent it from carrying out its obligations hereunder. 7. Diselai EXCEPT AS PROVIDED HEREIN TO THE EXTENT PERMITED BY LAW, NEITHER PARTY MAKES ANY WARRANTY REGARDING THE PRODUCTS, OR ITS PERFORMANCE UNDER THIS AGREEMENT AND ANY OTHER WARRANTY, EXPRESS OR IMPLIED, IS EXPRESSLY DISCLAIMED. THE MAXIMUM AGGREGATE LIABILITY OF HOMESERVE ARISING UNDER THIS AGREEMENT WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE, SHALL BE TWO MILLION DOLLARS. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, INCLUDING LOST REVENUES OR LOST PROFITS. ‘Term and Termination, This Agreement shall commence as of the Effective Date and shall ‘continue for five (5) years thereafter (“Initial Term”) (unless terminated early in accordance with this Section 8). Following the Initial Term, this Agreement shall automatically renew for successive One year (1) renewal terms unless either Party provides the other with notice of non-renewal with or without cause, not less than 90 days prior to the renewal date (the Initial Term and all renewals are referred to as the “Term”. Utility shall have the right to terminate this Agreement without cause if it determines, in its sole discretion that the terms of this agreement would not be in the Utility’s best interest. In such case, the Utility will refund to HomeServe, on a pro rata basis, the $120,000 Set-Up Fee. For example, if Utility determines it isin its best interest to cancel this Agreement at the end of the first year of the five year term, Utility will refund to HomeServe Ninety-Six Thousand ($96,000) Dollars, representing the remaining pro rata portion of the Set-Up Fee. HomeServe shall have the right to terminate this Agreement without cause if it determines, in its sole discretion that the terms of this agreement would not be in HomeServe’s best interest. Either Party may terminate this Agreement immediately by written notice to the other where: (i) the other commits a material breach of the Agreement that is either incapable of remedy (in which case the termination is effective upon receipt of notice) or, where capable of remedy, the breaching Party fails to remedy the breach within 60 days of being notified (a termination described in this clause (i) is a termination for “Cause”); or (ii) the other Party becomes insolvent or files or has filed against it any bankruptcy or similar proceeding. Either Party may terminate this Agreement effective upon notice to the other if the acts or omissions of non-terminating Party cause the terminating Party to suffer any fine or other disciplinary process from any regulatory authority or if, due to any law, rule or regulation, the terms of this agreement would have a material adverse effect on the terminating Party. 9. Effect of Termination. Upon termination of this Agreement: (j) both Parties shall promptly retum or destroy all Confidential Information of the other Party; (ii) both Parties shall cease holding itself out as being associated with the other; and (jii) HomeServe shall immediately cease use of the Marks. Termination shall not affect the operation of any provision of this Agreement that is intended to survive termination.10. Insurance. Each Party shall maintain for the Term and for a period of one (1) year thereafter, at its cost, comprehensive liability insurance and such other insurance as shall be appropriate for the nature and extent of its business. ‘The Parties agree to a mutual waiver of subrogation. Certificates of insurance evidencing the coverages shall be provided prior to the commencement of any services and certificates evidencing renewal or replacement policies shall be provided upon request. All insurers must have a minimum rating by A.M. Best of A- val. 11. Miscellaneous, 11.1 The Parties shall be independent contractors and neither Party shall incur any obligation or act in the name of the other. Each Party is responsible for its acts and the acts of its employees, agents and subcontractors. 11.2 Neither Party shall assign the benefit, or delegate the obligations of this Agreement to any third party without the prior written consent of the other; except that upon notice to the non-assigning Party, (i) either Party may assign and delegate its obligations to subcontractors, so long as the assignor remains primarily liable under this Agreement; ‘and (ii) either Party may assign and delegate its rights and obligations hereunder in connection with a sale of its business to a third party. 11.3 No failure or delay to exercise rights hereunder shall operate as a waiver and no single or partial exercise of rights shall preclude any other exercise thereof. This Agreement including Exhibits) is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous agreements between the Parties relating to the same. 11.4 Ifa provision of this Agreement is held by any court to be illegal or void (in whole or in part), then such provision shall be excluded, and the remaining provisions shall be interpreted and enforced in full as if such provision (or part thereof) were excluded. 11.5 This Agreement shall be governed by South Carolina Law without regard to the choice of law provisions. ‘The Parties submit to the exclusive jurisdiction of the Federal and state courts located in the County of Charleston, State of South Carolina, to resolve all, disputes and consent to service of process in any manner permitted by those courts. Prior to commencing any formal proceedings, the Parties shall use good faith efforts to resolve any dispute by negotiation for a period of 30 days, which negotiation shall involve senior management of each Party. 11.6 Notices and communications shall be in writing and delivered at the addresses below. This Agreement may be modified in writing signed by the Parties. 11.7 Except for payment obligations, a Party shall not be held to be in breach of this Agreement by reason of any force majeure event. ‘The nonperforming Party shall be excused from performance while the event continues, provided that the nonperforming5 Party provides prompt notice to the other of the force majeure and resumes full performance as soon as is practicable. 11.8 HomeServe, as an explicit condition of this Agreement, agrees that it will offer to all properly-licensed residential plumbing contractors in the Territory the opportunity to be considered for screening and evaluation by HomeServe for providing plumbing repairs and/or services to HomeServe’s Members under the Service Agreements HomeServe shall have the ultimate authority to select the final list of approved plumbing contractors who meet HomeServe’s specific criteria of performance and quality requirements. 11.9 In the event that cither Party brings an action to enforce the terms hereof or to declare rights hereunder, the prevailing Party in any such action shall be entitled to its court costs and reasonable attorneys’ fees to be paid by the non-prevailing Party as fixed by the court of appropriate jurisdiction, including, but not limited to, attomey’s fees and court costs incurred in courts of original jurisdiction, bankruptcy courts, or appellate courts, IN WITNESS WHEREOF, the Parties enter into this Marketing Agreement as of the Effective Date as a binding agreement. This Agreement may be executed in counterparts. EFFECTIVE DATE OF THIS AGREEMENT: _ FZ AA CHARLESTON WATER SYSTEM HOMESERVE USA CORP. 103 St. Philip Street 750 East Main Street Charleston, SC 29403 Stamford, CT 06902 Facsimile: 843.727.7121 Facsimile: 203.363.0727 Thomas J. Rusin Title: CE Chief Executive OfficerEXHIBIT A Utility Tertitory CHARLESTON WATER SYSTEM RETAIL WATER SERVICE AREACHARLESTON WATER SYSTEM RETAIL SEWER SERVICE AREA Lae - Hoth s \. atesten| ez ua Fieacant8- EXHIBIT B Utility Marks Utility Marks: Charleston Charleston fea Water System Water System Tec Coie ‘When used on color background, the Parone 2345. dip and aves shoud be white ag) Charleston a) Charleston = Waiter System @a— Water System Gaysaelogs Pres he C0 gent Logo files are avaliable inthe folowing fe formats: eps, jpg, POF, png, gi ‘Specific Requirements on Use of Utility Marks: ‘All marketing materials that include the Charleston Water System logo must be approved by Charleston Water System ‘The logo files must not be ltered in any way and must be used with the correct aspect ratio. For logo questions and marketing material approval, please contact: Jenny Craft Communications Manager (843) 727-7146 craftin@charlestoncpw.com