Terms and Conditions
FirstEnergy
TERMS AND CONDITIONS

The following terms and conditions apply to all work performed by the FirstEnergy Corp. and/or its affiliates (FirstEnergy), unless specifically exempted in writing by FirstEnergy. To the extent the client proposes terms or conditions different from or in addition to those set forth below, such terms or conditions shall be deemed material and are hereby objected to and rejected. FirstEnergy shall not be deemed to have agreed to any such terms or conditions unless FirstEnergy specifically and explicitly does so in writing.

1. Validity of Proposal

Prices quoted by FirstEnergy are subject to change if not accepted by client within ninety (90) days, or if the work involved is not commenced within sixty (60) days of such acceptance through no fault of FirstEnergy.

2. Changes

Client may request changes to this Agreement upon sufficient written notification to and acceptance by FirstEnergy. If a change causes a material increase or decrease in the price or time required for performance of FirstEnergy's obligations pursuant to this Agreement, an equitable adjustment shall be made in the price or schedule, or both, and the Agreement shall be modified in writing accordingly.

3. Compensation

Terms of FirstEnergy invoices shall be net 30 days on receipt of invoice. FirstEnergy shall have the right to charge interest on all amounts not paid by the due date at the rate of one and one-half percent interest per month, compounded from the due date to the date of payment.

4. Warranty

FirstEnergy represents that all work shall be performed in a skillful, workmanlike and professional manner and in conformance with all applicable standard procedures. All work product prepared by FirstEnergy for client, whether in written, oral or electronic form, shall not be disseminated to third parties without FirstEnergy?s prior written consent. FirstEnergy warrants all work to be free from defects for one (1) year from completion of work. THE WARRANTIES SET FORTH IN THIS ARTICLE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OF USAGE OF TRADE). THE REMEDIES SET FORTH IN THIS ARTICLE ARE EXCLUSIVE REMEDIES OF CLIENT FOR DEFECTIVE OR NON-CONFORMING WORK WHETHER CLAIMS BY CLIENT ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE.

5. Force Majeure

It shall not be deemed a default hereunder and neither FirstEnergy or client shall be liable for a failure to perform hereunder arising from causes or events beyond reasonable control and without the fault or negligence of FirstEnergy or client. To the extent that, and so long as the obligations of either party are affected by such cause or events, such obligations shall be suspended during the pendency of such cause or event. Client shall be responsible for FirstEnergy's additional costs in the event FirstEnergy delays performance of this Agreement at client's request.

6. Indemnification

Except to the extent prohibited by law, FirstEnergy shall indemnify, save harmless, and defend client from and against any and all demands, claims, suits, liabilities, expenses (including reasonable attorney's fees) or causes of action of every kind and nature whatsoever including, without limitations, those causes of action for bodily injury, death to person or persons, and damage to any and all property caused by FirstEnergy's negligent acts, errors, or omissions in the performance of its services pursuant to this Agreement.

7. Limitation of Liability

Neither FirstEnergy nor its subcontractors, if any, shall be liable, whether arising out of contract, tort (including negligence), strict liability or any other cause of or form of action whatsoever, for loss of anticipated profits, loss by reason of plant or other facility shutdown, nonoperation or increased expense of operation, service interruption, cost of purchased or replacement power, cost of money, loss of use of capital or revenue, fines or penalties assessed or levied against client by any governmental agency based on the operation, or for any special, incidental or consequential loss or damage of any nature, whether similar or dissimilar to those enumerated above, arising at any time or from any cause whatsoever.

FirstEnergy's liability arising out of performance of services to client will be limited to no more than the contract amount FirstEnergy has agreed to charge the client for these services. Client agrees to indemnify and hold harmless FirstEnergy from and against all liabilities in excess of the contract amount.

8. Cancellation

In addition to any other provisions contained herein for the cancellation of this Agreement, client may terminate all or any part of this Agreement upon 10 days written notice to FirstEnergy, but, in that event FirstEnergy shall be entitled to recover for all services performed prior to the date stated in the notice upon which such termination becomes effective, together with its reasonable additional costs incurred by reason of the termination.

9. Disputes

All claims, disputes and any other matters in question between FirstEnergy and client arising out of or relating to this Agreement or the breach thereof may, upon written Agreement of both parties; be referred to arbitration for resolution in accordance with applicable rules of the American Arbitration Association. Situs of any such proceeding shall be Akron, Ohio. Unless otherwise agreed in writing, FirstEnergy shall proceed with work and maintain its progress during any dispute or arbitration and client shall continue to make payments to FirstEnergy in accordance with this Agreement.

10. Choice of Law

This Agreement shall be considered made and performed in the State of Ohio and the rights and duties of the parties hereto shall be determined and interpreted in accordance with the laws of the State of Ohio.

11. Sales Tax

This Agreement does not include Federal, State or local sales, use, excise or other like taxes which may now or hereafter be applicable. Such taxes are client's responsibility and client shall indemnify and hold harmless FirstEnergy from and against any such tax liability.

12. Whole Agreement

There are no additions to, or deletions from, or changes in any of the provisions of this Agreement, including the schedules hereof, the attached specifications and the drawings and plans specified therein, if applicable, and there are no understandings, representations, or agreements concerning any of the same that are not expressed therein, unless stated in the body of this Agreement and any prior agreements between the parties relating to the work shall be superseded by this Agreement.

13. Invalidation of Terms

If any portion of this Agreement is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this proposal and the parties further agree to substitute for the invalid portion a valid provision that most closely approximates the economic effect and intent of the invalid provisions.

(04/15/08)