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determines that it paid a past Fee in error(or the payment was based on information subsequently determined invalid),
<br /> it may deduct from or add to future payments due under this Agreement. In the event that an event of Forceof Force
<br /> Majeure suspends either Supplier's or Participating Customer's obligations to deliver or take delivery, the obligation to
<br /> pay the Fee shall be similarly suspended for the affected deliveries.
<br /> 4. Term. This Agreement shall be effective on the Effective Date, provided however, the obligation to pay
<br /> Municipality and Consultant shall be for in full force and effect for the electricity delivered from Participating Customers'
<br /> ? 12011 1#3meter read through the Participating Customers' N 4 20d meter read (subject to the requirements of
<br /> J4Sections 1 and 2 above) (the "Term"), In no event is Supplier obligated to pay the subject fees for Participating
<br /> Customers prior to their switching to or after switching from Supplier's ARES service.
<br /> S. Termination. This Agreement will be subject to immediate termination (a) at the end of the Term or(b) if(1) a
<br /> Party is in default of any of its obligations or duties under this Agreement and the non-defaulting Party elects to
<br /> terminate; (2) a Party files bankruptcy, goes into compulsory liquidation, or if any Party makes an assignment of this
<br /> Agreement or amounts due hereunder for the benefit of creditors; or (3) termination of the Program Agreement
<br /> resulting in the termination of service to the Participating Customers; or (4) the Program Agreement contains a
<br /> requirement for Supplier to either match the utility's posted rate during the initial term of the Program Agreement if the
<br /> utility's posted rate drops below the Program Agreement rate or return the Participating Customers to the utility's
<br /> service,and Supplier elects to return the Participating Customers to the utility's service. Upon termination, Municipality
<br /> and Consultant will not receive any further payments with respect to the Program absent written agreement by
<br /> Consultant, Supplier and Municipality. [COMMENT: (4) is not required as this clause is contained in the program
<br /> Agreement]Upon termination, this Agreement shall be of no further force or effect except with respect to obligations
<br /> incurred prior to termination and those that survive termination. Fee payments which are due and owing prior to
<br /> termination of this Agreement shall remain due and owing Consultant until the end of the Term.
<br /> 6. Indemnity The Municipality agrees to hold harmless and to indemnify Supplier for all acts or omissions performed
<br /> or omitted by the Supplier on behalf of the Municipality, where those acts or omissions are authorized by the
<br /> Municipality and are fully and properly performed in accordance with the Municipality's instructions or directives.
<br /> 7. Notices.Any notice or other communication required or permitted to be given under this Agreement shall be in
<br /> writing and may be delivered by hand delivery, United States mail, overnight courier service or facsimile in accordance
<br /> with the information set forth in Schedule A hereto. Notice by facsimile or hand delivery shall be effective at the close
<br /> of business on the day actually received, if received during business hours on a business day, and otherwise shall be
<br /> effective at the close of business on the next business day. Notice by overnight United States mail or courier shall be
<br /> effective on the next business day after it was sent. A Party may change its addresses by providing notice of same in
<br /> accordance herewith.
<br /> 8. Limitation of Liability. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, NEITHER
<br /> SUPPLIER, NOR CONSULTANT, NOR MUNICIPALITY, NOR THEIR RESPECTIVE PARTNERS, OWNERS,OFFICERS, DIRECTORS,
<br /> CONTRACTORS, EMPLOYEES, PARENTS, SUBSIDIARIES OR AFFILIATES (OR THEIR RESPECTIVE PARTNERS, OWNERS,
<br /> OFFICERS, DIRECTORS, CONTRACTORS, OR EMPLOYEES),SHALL BE LIABLE OR RESPONSIBLE TO THE OTHER PARTY OR TO
<br /> ITS PARENTS, PARTNERS, OWNERS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, CONTRACTORS, EMPLOYEES,
<br /> CUSTOMERS, SUCCESSORS OR ASSIGNS, OR TO ANY OF THEIR RESPECTIVE INSURERS, FOR ANY INCIDENTAL, INDIRECT,
<br /> PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, CONNECTED WITH OR RESULTING FROM
<br /> PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, OR ANYTHING DONE IN CONNECTION HEREWITH
<br /> (OTHER THAN PAYMENTS EXPRESSLY REQUIRED AND PROPERLY DUE UNDER THIS AGREEMENT), IRRESPECTIVE OF
<br /> WHETHER SUCH CLAIMS OR DAMAGES ARE BASED UPON BREACH OF WARRANTY, TORT (INCLUDING WITHOUT
<br /> LIMITATION NEGLIGENCE, WHETHER OF INTEGRYS, CONTRACTOR OR OTHERS), STRICT LIABILITY, CONTRACT,
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