Trade Professional AllianceCo-Marketing Program Standards, Application, and Agreement

Pacific Gas and Electric Company (PG&E) offers you, as a valued Trade Professional, a variety of Co-Marketing Tools that includes logos, email templates, product videos, collateral material, and other materials. These tools can help you market energy management products and services that promote PG&E’s Energy Management Program rebates and incentives.

Participant Logo Options

Version A

Version B

*PG&E Third Party Programs and Government Partnerships do not qualify.**This step takes place after the application is submitted.

Co-Marketing Eligibility RequirementsTo gain access to and have approved usage of PG&E’s Co-Marketing Tools (including the Participant Logo), PG&E Trade Professional Alliance participants must meet all of the following conditions:• Be a current participant in PG&E’s Trade

Professional Alliance. • Be registered, licensed, and permitted as

required to do business in California. • Maintain compliance with all applicable state

licensing requirements.• Have a Better Business Bureau rating of B or better

or have no record of complaints filed by customers.• Have a PG&E inspection pass rate of at least

95 percent or no inspection record.• Have successfully completed participation in at

least five (5) PG&E Energy Efficiency Business Rebates and/or Customized Retrofit Incentives Program projects in the last 12 months.*

• Have no unresolved customer complaints related to participation in any PG&E Energy Management Program projects.

• Complete a Trade Professional Alliance assessment survey with a PG&E Trade Professional Manager. Assessment surveys can be scheduled through your local Trade Pro Manager at your convenience.**

PG&E reserves the right to change these Co-Marketing Eligibility Requirements at any time, at its discretion.

Definitions:Co-Marketing Program: Program under which qualifying Trade Professional Alliance members are given permission to use the “Participant Logo” and other Marketing Templates developed by PG&E.Co-Marketing Tools: The Participant Logo and the Marketing Templates.Marketing Templates: PG&E-developed email templates, product videos, and collateral materials, some of which are customizable with the Trade Professional’s company logo and contact information.Participant Logo: The logo that incorporates PG&E’s spotlight along with the “Trade Pro Participant” or similar language.

PROHIBITED USES (not limited to)

• Apparel (shirts, hats, etc.)• Car/truck signage• Business cards• Yellow Pages advertisements• Promotional material (pens,

flashlights, key chains, etc.)• Sales process documentation

(quotations, invoices, contracts, etc.)

APPROVED USES • Marketing materials

(brochures and fact sheets only)

• Trade Professional’s website

• Event signage

Use of the LogoUse of the PG&E spotlight logo without the participation text (see above) is strictly prohibited. The approved and prohibited uses for the logo are listed below.

Please review the Co-Marketing Tools Guidelines, which outline details of the parameters and approved uses. You will be required to submit a mock-up/sample of your proposed collateral piece showing how the logo will be used or placed to ensure proper usage guidelines are met.

You can also visit the Trade Pro website at pge.com/tradepro.

Submit this form via:Email: TradeProCoMarketing@pge.comMail: Trade Pro Alliance Co-Marketing, 245 Market St., Mail Code N3Z, San Francisco, CA 94105

Pacific Gas and Electric Company Co-Marketing Program Standards, Application and Agreement Trade Professional Alliance PAGE 2

CO-MARKETING PROGRAM STANDARDS

Process for Approval and Use of Co-Marketing Tools1. Trade Professional submits its signed and completed

Co-Marketing Program Application and Co-Marketing Program Agreement to TradeProCoMarketing@pge.com

2. PG&E verifies whether the above-listed Co-Marketing Eligibility Requirements have been met by Trade Professional and decides whether to approve the Application. If Application is denied, Trade Professional will be notified and can resubmit its Application after outstanding issues have been reconciled.

3. PG&E provides approved Trade Professional with access to the following Co-Marketing Tools:a. Marketing Templates: Trade Professional is provided

permission to view the available items consisting of email templates, product videos, collateral materials, or other materials provided at PG&E’s discretion. Trade Professional indicates (via email sent to TradeProCoMarketing@pge.com) which items they would like to utilize, and provides PG&E with a copy of Trade Professional’s company logo and contact information. PG&E inserts Trade Professional’s logo and contact information, as well as the Participant Logo, into the selected materials, and provides the Trade Professional with these customized assets. See Co-Marketing Tools Guidelines for more details.

b. Participant Logo: Upon request for access to the Participant Logo, PG&E provides Trade Professional with a high resolution image. Trade Professional must provide PG&E with a mock-up example (via email sent to TradeProCoMarketing@pge.com) of how Trade Professional plans to use the Participant Logo within the framework of the approved uses. Once the mock-up is reviewed and approval is communicated by PG&E, the Trade Professional can utilize the Participant Logo. PG&E will conduct periodic monitoring for quality assurance. See Co-Marketing Tools Guidelines for more details.

4. Trade Professional will provide its recommended advertising placement plans to PG&E prior to finalizing placement of all digital and print advertising containing the participant logo. Any pricing information should be removed prior to sharing this information with PG&E.

5. Trade Professional must adhere to all CAN SPAM guidelines when using email Marketing Templates.

6. All use of Co-Marketing Tools must comply with the terms of these Co-Marketing Standards, Application, and Agreement, and the Co-Marketing Tools Guidelines.

If for any reason a Trade Professional becomes ineligible for participation in PG&E’s Trade Professional Alliance, it must remove the Participant Logo from all materials and/or discontinue use of all Co-Marketing Tools immediately.

Pacific Gas and Electric Company Co-Marketing Program Standards, Application and Agreement Trade Professional Alliance PAGE 3

Co-Marketing Program Application

Company Name

Mailing Address Suite/Unit Number

City State Zip Code

Phone Number Company Website (if applicable)

California Business License Number City of Business License Registration

Main point of contact for Co-Marketing application

Contact Name Email

Phone Number Fax Number

STEP 1 TRADE PROFESSIONAL COMPANY INFORMATION

Trade Professional Alliance

DateSignature

SIGNHERE

STEP 3 APPLICANT SIGNATUREI have reviewed and agree to adhere to all terms and conditions listed in the Program Standards on pages 2–3 of the Co-Marketing Program Standards, Application and Agreement regarding usage of PG&E’s Trade Professional Alliance Co-Marketing Tools. I certify (for my business) that the information I have provided is true and correct.

Tax Status: Corporation Partnership Individual/Sole Proprietor Exempt (Tax exempt, non-profit)

Please list a minimum of five (5) PG&E Energy Efficiency Business Rebates and/or Customized Retrofit Incentive Program customer projects in which you have completed in the last 12 months. PG&E Third Party Programs and Government Partnerships do not qualify.

STEP 2 CUSTOMER PROJECT INFORMATION

CUSTOMER PROJECT 1 (Brief project description) PG&E PROJECT NUMBER (From Energy Insight)

CUSTOMER PROJECT 2 (Brief project description)

CUSTOMER PROJECT 3 (Brief project description)

CUSTOMER PROJECT 4 (Brief project description)

CUSTOMER PROJECT 5 (Brief project description)

PG&E PROJECT NUMBER (From Energy Insight)

PG&E PROJECT NUMBER (From Energy Insight)

PG&E PROJECT NUMBER (From Energy Insight)

PG&E PROJECT NUMBER (From Energy Insight)

Pacific Gas and Electric Company Co-Marketing Program Standards, Application and Agreement Trade Professional Alliance PAGE 4

Pacific Gas and Electric Company Co-Marketing Program Agreement Trade Professional AllianceThis Pacific Gas and Electric Company Co-Marketing Program Agreement (the “Agreement”) is made by and between Pacific Gas and Electric Company (“PG&E”), having its principal place of business at 77 Beale Street, San Francisco, California 94105

and (“Trade Professional”) having its

principal place of business at and is effective as of

(the “Agreement Effective Date”) . PG&E and Trade Professional shall each individually

be referred to as a “Party” and together constitute the “Parties.”

TRADE PROFESSIONAL COMPANY NAME

COMPANY ADDRESS

DAY/MONTH/YEAR

III. Ownership, Reservation of RightsAll rights, title and interest in and to the PG&E Marks is and shall remain the sole and exclusive property of PG&E’s parent corporation, PG&E Corporation. As between PG&E and Trade Professional, all rights, title and interest in and to the Marketing Templates is and shall remain the sole and exclusive property of PG&E. Trade Professional shall not dispute or contest PG&E Corporation’s or PG&E’s ownership of the foregoing. PG&E and its affiliates reserve all rights in and to the PG&E Marks and the Marketing Templates not expressly granted to Trade Professional. No implied licenses are granted under the Agreement.

IV. Compliance with GuidelinesTrade Professional covenants and agrees that Trade Professional’s use of the PG&E Marks and Marketing Templates, will strictly comply with the Co-Marketing Program Standards, the Co-Marketing Program Agreement, and the Co-Marketing Tools Guidelines.

V. Limitations on Trade Professionala. Trade Professional acknowledges the value of the goodwill

associated with the PG&E Marks. Trade Professional further acknowledges that all use and any goodwill created by its use of the PG&E Marks shall inure solely to the benefit of PG&E, and PG&E shall own all trademark rights, copyrights and derivative rights created by Trade Professional’s use, if any.

b. During the term of the Agreement and forever thereafter, Trade Professional covenants and agrees that Trade Professional shall not remove, deface, disparage, obscure, dispute or impugn the validity of the PG&E Marks, or PG&E Corporation’s sole ownership and right to use and control the use thereof, and will not in any way impair PG&E’s or its affiliates’ rights thereto.

c. Trade Professional further covenants and agrees to refrain from using or filing any application(s) to register, in any class and in any country, any trademark and/or service mark which is the same as, similar to, or which contains, in whole or in part, any and/or all of the PG&E Marks licensed hereunder, in the name or on behalf of Trade Professional, its subsidiaries, related companies, or in the name of or on behalf of any officer, director, employee, agent, or other entity within the control of, or which controls, Trade Professional.

d. Trade Professional agrees not to use the PG&E Marks or the Marketing Templates except as expressly permitted in the Agreement, the Co-Marketing Tools Guidelines or as otherwise provided in a written agreement signed by a party legally authorized to grant such a use license.

e. Trade Professional may not alter or amend the Marketing Templates, except that Trade Professional may request customization of the promotional materials with their company logo and contact information and add its own text in the spaces indicated in the promotional materials. For clarity, however, Trade Professional is responsible for any permitted alterations or amendments and all use of its own logo and text, and any manner of advertising, marketing, or distribution employed by or on behalf of Trade Professional; and Trade Professional represents and warrants that it will comply with all applicable statutes, rules, and regulations regarding advertising, marketing, or distribution arising out of or relating in any way to this Agreement.

f. Notwithstanding the above, Trade Professional may, with PG&E’s permission, modify or alter the Marketing Templates, and will provide representative samples of the modified materials for PG&E’s review prior to use. Such review by PG&E will be limited to the use of the Participant Logo and the Marketing Templates. PG&E takes no responsibility for content or other edits provided by Trade Professional.

VI. Quality Control a. Trade Professional agrees to follow any quality standards and quality

control requirements and standards set forth in the TPA, the Agreement, and any attachments, exhibits, and other documents referenced in and related to the TPA and the Agreement (including, without limitation, the Co-Marketing Tools Guidelines or otherwise with the Trade Professional Alliance Co-Marketing Program).

b. Periodic Monitoring—at least annually, PG&E will review Trade Professional with respect to1. Whether during the prior rolling 12-month period, Trade

Professional has successfully completed at least the minimum number of energy management program projects specified in the Co-Marketing Eligibility Requirements’ standards for 12-month project performance (pro-rated if appropriate),

2. Whether Trade Professional has any unresolved customer complaints related to its participation in any Energy Management Program project, and, if so, the reason for such unresolved complaints,

3. If there is an inspection record available, whether Trade Professional has maintained an inspection pass rate of at least 95 percent or better for two consecutive months.

4. Whether Trade Professional continues to satisfy the remaining Co-Marketing Eligibility Requirements.

5. Whether Trade Professional’s use of the Co-Marketing Tools complies with standards set forth in the Co-Marketing Program Standards, the Agreement, the Co-Marketing Tools Guidelines, or other standards established by PG&E

c. PG&E will in its sole discretion determine whether or not Trade Professional has met the monitoring conditions. Failure to meet or continue to meet these requirements may result in termination of the Agreement. PG&E also may from time to time and in its sole discretion amend these monitoring conditions.

d. The most recent version of the applicable qualifications and monitoring conditions can be obtained by contacting the PG&E Trade Professional Alliance Team at TradeProCoMarketing@pge.com.

VII. Term and TerminationThe term of the Agreement shall begin on the Agreement Effective Date and be co-terminus with the TPA, unless sooner terminated as permitted below (the “Agreement Term”). PG&E may terminate the Agreement at any time for any reason or no reason, upon three (3) days written notice. No waiver of any breach by Trade Professional of the Agreement shall be effective unless in writing signed by an authorized representative of PG&E. Upon termination of the TPA or the Agreement, all rights granted hereunder shall immediately and automatically revert to PG&E and Trade Professional shall immediately stop using the Participant Logo, the PG&E Marks, and the Marketing Templates, and shall promptly return to PG&E all materials bearing the Participant Logo and the PG&E Marks, and all Marketing Templates.

I. DefinitionsThe following additional capitalized terms shall have the meanings set forth below:

a. “Approved Format” means, for purposes of this Agreement, the PG&E Marks combined with the phrase “A Proud Participant in Pacific Gas and Electric Company’s Energy Management Programs” or “Pacific Gas and Electric Company Trade Pro Alliance Participant” (each also known as a “Participant Logo”) as specifically shown in the Co-Marketing Tools Guidelines hereto and incorporated by reference herein, and as may be amended by PG&E from time to time. The Participant Logo must be used only in the Approved Format. The PG&E spotlight log cannot be separated from the phrases “A Proud Participant in Pacific Gas and Electric Company’s Energy Management Programs” or “Pacific Gas and Electric Company Trade Pro Alliance Participant.”

b. “Co-Marketing Eligibility Requirements” means, for purposes of this Agreement, the requirements that Trade Professional was required to satisfy in order to participate the Co-Marketing Program, as set described elsewhere in the Co-Marketing Program Standards, Application, and Agreement materials, and as may be amended by PG&E from time to time in its sole discretion.

c. “Co-Marketing Program” means, for purposes of this Agreement, the program under which qualifying Trade Professional Alliance members are given permission to use the Co-Marketing Tools.

d. “Co-Marketing Tools” means, for purposes of this Agreement, the Participant Logo and the Marketing Templates.

e. “Marketing Templates” means, for purposes of this Agreement, materials provided by PG&E that describe PG&E’s energy efficiency programs or are otherwise intended for use in promoting PG&E’s energy efficiency programs and which may be included in Trade Professionals’ marketing and advertising materials, pursuant to the terms of this Agreement. Such materials may be in the form of email templates, product videos, collateral material, or in other forms, at PG&E’s discretion.

f. “PG&E Marks” means, for purposes of the Agreement, all marks owned by PG&E Corporation, including without limitation, the “PG&E” trademarks and service marks and the Participant Logo (defined above).

g. “TPA” means, for purposes of the Agreement, the Trade Professional Agreement that was previously executed by Trade Professional and accepted by PG&E.

II. Agreementa. Subject to the terms of the TPA, this Agreement, and the

Participant Logo Usage Guidelines set forth in the Co-Marketing Tools Guidelines, PG&E grants to Trade Professional a limited, personal, revocable, non-exclusive, non-transferable, non-sublicenseable license (without the right to sublicense to third parties, including third parties working with Trade Professional in energy management programs), strictly in the State of California, to use the Participant Logos solely in the Approved Format and solely in connection with Trade Professional’s communication of its status as a qualified participant in PG&E’s energy management programs, including use in Marketing Templates provided by PG&E, but not otherwise. The Agreement also does not grant any rights to use the PG&E Marks in any manner other than in connection with permitted use of the Participant Logos.

b. Subject to the terms of the TPA, this Agreement, and the Co-Marketing Tools Guidelines , PG&E grants to Trade Professional a limited, personal, revocable, non-exclusive, non-transferrable, non-sublicensable license to use the Marketing Templates, as provided to Trade Professional, for purposes of marketing and advertising Trade Professional’s status as member of PG&E’s Trade Professional Alliance, and Trade Professional’s provision of goods or services related to PG&E’s energy management programs.

VIII. Injunctive ReliefTrade Professional acknowledges that the PG&E Marks (including the Participant Logo) are of a special, unique, extraordinary and intellectual character that gives it a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Trade Professional’s breach of the Agreement will cause PG&E and its affiliates to suffer irreparable injury for which PG&E and its affiliates will not have an adequate remedy available at law and Trade Professional therefore agrees that PG&E and its affiliates shall be entitled to injunctive relief with respect to Trade Professional’s breach of the Agreement. Accordingly, Trade Professional shall not object to PG&E or its affiliates obtaining injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting a bond or security and without prejudice to such other equitable and legal rights and remedies as may be available under the Agreement or under applicable law.

IX. Indemnification and Insurancea. Trade Professional agrees to defend and indemnify PG&E and

its parent and affiliates from any third-party claims relating to any of the following: (a) its provision of goods or services to any third parties; (b) its negligence or tortious acts against any third parties; (c) its advertising, marketing, or promotion of goods and services that it provides to third parties; (d) its use of any PG&E Marks or Marketing Templates outside what is expressly permitted under the Agreement; and (e) its breach of any representation, warranty, or obligation under this Agreement.

b. Trade Professional agrees to maintain commercial general liability insurance as follows:1. Coverage shall be at least as broad as the Insurance

Services office (ISO) Commercial General Liability Coverange “occurrence” form, with no coverage deletions.

2. The limit shall not be less than $1,000,000 each occurrence/$2,000,000 aggregate for bodily injury, property damage and personal injury.

3. Coverage shall: a) By “Additional Insured” endorsement add as insured PG&E, its affiliates, subsidiaries, and parent company, and PG&E’s directors, officers, agents and employees with respect to liability arising out of or connected with Trade Professional’s participation in the Co-Marketing Program and use of the Co-Marketing Tools. If the Commercial General Liability policy includes a “blanket endorsement by contract,” the following language added to the certification of insurance will satisfy PG&E’s additional insured requirement” “PG&E, its affiliates, subsidiaries, and parent company, and PG&E’s directors officers, agents and employees with respect to liability arising out of the Trade Professional’s participation in the Co-Marketing Program or use of the Co-Marketing Tools are additional insureds under a blanket endorsement.”; b) Be endorsed to specify that the Trade Professional’s insurance is primary and that any insurance or self-insurance maintained by PG&E shall not contribute with it.

X. Governing Law and VenueThe Agreement will be governed by and interpreted in accordance with the laws of the State of California without regard to its choice of law principles. All actions arising out of or relating to the Agreement will be determined by the state and federal courts in San Francisco County, California.

XI. GeneralThe Agreement does not and shall not be construed as constituting a partnership or joint venture between the Parties. The Agreement constitutes the entire agreement between the Parties on this subject, and it supersedes any other prior oral or written agreements or understandings on this subject. The Agreement may be executed in counterparts and each will be deemed originals. Except to the extent specifically provided otherwise herein, amendments to the Agreement must be in writing and signed by a duly authorized officer of each Party. If any part of the Agreement is invalid, illegal or unenforceable for any reason, the remainder shall remain in force and the invalid, illegal or unenforceable portion will be replaced with a valid provision appropriate to the Parties’ original intent. The Agreement shall be binding upon the successors and assigns of the Parties.

Pacific Gas and Electric Company Co-Marketing Program Standards, Application and Agreement Trade Professional Alliance PAGE 5

III. Ownership, Reservation of RightsAll rights, title and interest in and to the PG&E Marks is and shall remain the sole and exclusive property of PG&E’s parent corporation, PG&E Corporation. As between PG&E and Trade Professional, all rights, title and interest in and to the Marketing Templates is and shall remain the sole and exclusive property of PG&E. Trade Professional shall not dispute or contest PG&E Corporation’s or PG&E’s ownership of the foregoing. PG&E and its affiliates reserve all rights in and to the PG&E Marks and the Marketing Templates not expressly granted to Trade Professional. No implied licenses are granted under the Agreement.

IV. Compliance with GuidelinesTrade Professional covenants and agrees that Trade Professional’s use of the PG&E Marks and Marketing Templates, will strictly comply with the Co-Marketing Program Standards, the Co-Marketing Program Agreement, and the Co-Marketing Tools Guidelines.

V. Limitations on Trade Professionala. Trade Professional acknowledges the value of the goodwill

associated with the PG&E Marks. Trade Professional further acknowledges that all use and any goodwill created by its use of the PG&E Marks shall inure solely to the benefit of PG&E, and PG&E shall own all trademark rights, copyrights and derivative rights created by Trade Professional’s use, if any.

b. During the term of the Agreement and forever thereafter, Trade Professional covenants and agrees that Trade Professional shall not remove, deface, disparage, obscure, dispute or impugn the validity of the PG&E Marks, or PG&E Corporation’s sole ownership and right to use and control the use thereof, and will not in any way impair PG&E’s or its affiliates’ rights thereto.

c. Trade Professional further covenants and agrees to refrain from using or filing any application(s) to register, in any class and in any country, any trademark and/or service mark which is the same as, similar to, or which contains, in whole or in part, any and/or all of the PG&E Marks licensed hereunder, in the name or on behalf of Trade Professional, its subsidiaries, related companies, or in the name of or on behalf of any officer, director, employee, agent, or other entity within the control of, or which controls, Trade Professional.

d. Trade Professional agrees not to use the PG&E Marks or the Marketing Templates except as expressly permitted in the Agreement, the Co-Marketing Tools Guidelines or as otherwise provided in a written agreement signed by a party legally authorized to grant such a use license.

e. Trade Professional may not alter or amend the Marketing Templates, except that Trade Professional may request customization of the promotional materials with their company logo and contact information and add its own text in the spaces indicated in the promotional materials. For clarity, however, Trade Professional is responsible for any permitted alterations or amendments and all use of its own logo and text, and any manner of advertising, marketing, or distribution employed by or on behalf of Trade Professional; and Trade Professional represents and warrants that it will comply with all applicable statutes, rules, and regulations regarding advertising, marketing, or distribution arising out of or relating in any way to this Agreement.

f. Notwithstanding the above, Trade Professional may, with PG&E’s permission, modify or alter the Marketing Templates, and will provide representative samples of the modified materials for PG&E’s review prior to use. Such review by PG&E will be limited to the use of the Participant Logo and the Marketing Templates. PG&E takes no responsibility for content or other edits provided by Trade Professional.

VI. Quality Control a. Trade Professional agrees to follow any quality standards and quality

control requirements and standards set forth in the TPA, the Agreement, and any attachments, exhibits, and other documents referenced in and related to the TPA and the Agreement (including, without limitation, the Co-Marketing Tools Guidelines or otherwise with the Trade Professional Alliance Co-Marketing Program).

b. Periodic Monitoring—at least annually, PG&E will review Trade Professional with respect to1. Whether during the prior rolling 12-month period, Trade

Professional has successfully completed at least the minimum number of energy management program projects specified in the Co-Marketing Eligibility Requirements’ standards for 12-month project performance (pro-rated if appropriate),

2. Whether Trade Professional has any unresolved customer complaints related to its participation in any Energy Management Program project, and, if so, the reason for such unresolved complaints,

3. If there is an inspection record available, whether Trade Professional has maintained an inspection pass rate of at least 95 percent or better for two consecutive months.

4. Whether Trade Professional continues to satisfy the remaining Co-Marketing Eligibility Requirements.

5. Whether Trade Professional’s use of the Co-Marketing Tools complies with standards set forth in the Co-Marketing Program Standards, the Agreement, the Co-Marketing Tools Guidelines, or other standards established by PG&E

c. PG&E will in its sole discretion determine whether or not Trade Professional has met the monitoring conditions. Failure to meet or continue to meet these requirements may result in termination of the Agreement. PG&E also may from time to time and in its sole discretion amend these monitoring conditions.

d. The most recent version of the applicable qualifications and monitoring conditions can be obtained by contacting the PG&E Trade Professional Alliance Team at TradeProCoMarketing@pge.com.

VII. Term and TerminationThe term of the Agreement shall begin on the Agreement Effective Date and be co-terminus with the TPA, unless sooner terminated as permitted below (the “Agreement Term”). PG&E may terminate the Agreement at any time for any reason or no reason, upon three (3) days written notice. No waiver of any breach by Trade Professional of the Agreement shall be effective unless in writing signed by an authorized representative of PG&E. Upon termination of the TPA or the Agreement, all rights granted hereunder shall immediately and automatically revert to PG&E and Trade Professional shall immediately stop using the Participant Logo, the PG&E Marks, and the Marketing Templates, and shall promptly return to PG&E all materials bearing the Participant Logo and the PG&E Marks, and all Marketing Templates.

I. DefinitionsThe following additional capitalized terms shall have the meanings set forth below:

a. “Approved Format” means, for purposes of this Agreement, the PG&E Marks combined with the phrase “A Proud Participant in Pacific Gas and Electric Company’s Energy Management Programs” or “Pacific Gas and Electric Company Trade Pro Alliance Participant” (each also known as a “Participant Logo”) as specifically shown in the Co-Marketing Tools Guidelines hereto and incorporated by reference herein, and as may be amended by PG&E from time to time. The Participant Logo must be used only in the Approved Format. The PG&E spotlight log cannot be separated from the phrases “A Proud Participant in Pacific Gas and Electric Company’s Energy Management Programs” or “Pacific Gas and Electric Company Trade Pro Alliance Participant.”

b. “Co-Marketing Eligibility Requirements” means, for purposes of this Agreement, the requirements that Trade Professional was required to satisfy in order to participate the Co-Marketing Program, as set described elsewhere in the Co-Marketing Program Standards, Application, and Agreement materials, and as may be amended by PG&E from time to time in its sole discretion.

c. “Co-Marketing Program” means, for purposes of this Agreement, the program under which qualifying Trade Professional Alliance members are given permission to use the Co-Marketing Tools.

d. “Co-Marketing Tools” means, for purposes of this Agreement, the Participant Logo and the Marketing Templates.

e. “Marketing Templates” means, for purposes of this Agreement, materials provided by PG&E that describe PG&E’s energy efficiency programs or are otherwise intended for use in promoting PG&E’s energy efficiency programs and which may be included in Trade Professionals’ marketing and advertising materials, pursuant to the terms of this Agreement. Such materials may be in the form of email templates, product videos, collateral material, or in other forms, at PG&E’s discretion.

f. “PG&E Marks” means, for purposes of the Agreement, all marks owned by PG&E Corporation, including without limitation, the “PG&E” trademarks and service marks and the Participant Logo (defined above).

g. “TPA” means, for purposes of the Agreement, the Trade Professional Agreement that was previously executed by Trade Professional and accepted by PG&E.

II. Agreementa. Subject to the terms of the TPA, this Agreement, and the

Participant Logo Usage Guidelines set forth in the Co-Marketing Tools Guidelines, PG&E grants to Trade Professional a limited, personal, revocable, non-exclusive, non-transferable, non-sublicenseable license (without the right to sublicense to third parties, including third parties working with Trade Professional in energy management programs), strictly in the State of California, to use the Participant Logos solely in the Approved Format and solely in connection with Trade Professional’s communication of its status as a qualified participant in PG&E’s energy management programs, including use in Marketing Templates provided by PG&E, but not otherwise. The Agreement also does not grant any rights to use the PG&E Marks in any manner other than in connection with permitted use of the Participant Logos.

b. Subject to the terms of the TPA, this Agreement, and the Co-Marketing Tools Guidelines , PG&E grants to Trade Professional a limited, personal, revocable, non-exclusive, non-transferrable, non-sublicensable license to use the Marketing Templates, as provided to Trade Professional, for purposes of marketing and advertising Trade Professional’s status as member of PG&E’s Trade Professional Alliance, and Trade Professional’s provision of goods or services related to PG&E’s energy management programs.

VIII. Injunctive ReliefTrade Professional acknowledges that the PG&E Marks (including the Participant Logo) are of a special, unique, extraordinary and intellectual character that gives it a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Trade Professional’s breach of the Agreement will cause PG&E and its affiliates to suffer irreparable injury for which PG&E and its affiliates will not have an adequate remedy available at law and Trade Professional therefore agrees that PG&E and its affiliates shall be entitled to injunctive relief with respect to Trade Professional’s breach of the Agreement. Accordingly, Trade Professional shall not object to PG&E or its affiliates obtaining injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting a bond or security and without prejudice to such other equitable and legal rights and remedies as may be available under the Agreement or under applicable law.

IX. Indemnification and Insurancea. Trade Professional agrees to defend and indemnify PG&E and

its parent and affiliates from any third-party claims relating to any of the following: (a) its provision of goods or services to any third parties; (b) its negligence or tortious acts against any third parties; (c) its advertising, marketing, or promotion of goods and services that it provides to third parties; (d) its use of any PG&E Marks or Marketing Templates outside what is expressly permitted under the Agreement; and (e) its breach of any representation, warranty, or obligation under this Agreement.

b. Trade Professional agrees to maintain commercial general liability insurance as follows:1. Coverage shall be at least as broad as the Insurance

Services office (ISO) Commercial General Liability Coverange “occurrence” form, with no coverage deletions.

2. The limit shall not be less than $1,000,000 each occurrence/$2,000,000 aggregate for bodily injury, property damage and personal injury.

3. Coverage shall: a) By “Additional Insured” endorsement add as insured PG&E, its affiliates, subsidiaries, and parent company, and PG&E’s directors, officers, agents and employees with respect to liability arising out of or connected with Trade Professional’s participation in the Co-Marketing Program and use of the Co-Marketing Tools. If the Commercial General Liability policy includes a “blanket endorsement by contract,” the following language added to the certification of insurance will satisfy PG&E’s additional insured requirement” “PG&E, its affiliates, subsidiaries, and parent company, and PG&E’s directors officers, agents and employees with respect to liability arising out of the Trade Professional’s participation in the Co-Marketing Program or use of the Co-Marketing Tools are additional insureds under a blanket endorsement.”; b) Be endorsed to specify that the Trade Professional’s insurance is primary and that any insurance or self-insurance maintained by PG&E shall not contribute with it.

X. Governing Law and VenueThe Agreement will be governed by and interpreted in accordance with the laws of the State of California without regard to its choice of law principles. All actions arising out of or relating to the Agreement will be determined by the state and federal courts in San Francisco County, California.

XI. GeneralThe Agreement does not and shall not be construed as constituting a partnership or joint venture between the Parties. The Agreement constitutes the entire agreement between the Parties on this subject, and it supersedes any other prior oral or written agreements or understandings on this subject. The Agreement may be executed in counterparts and each will be deemed originals. Except to the extent specifically provided otherwise herein, amendments to the Agreement must be in writing and signed by a duly authorized officer of each Party. If any part of the Agreement is invalid, illegal or unenforceable for any reason, the remainder shall remain in force and the invalid, illegal or unenforceable portion will be replaced with a valid provision appropriate to the Parties’ original intent. The Agreement shall be binding upon the successors and assigns of the Parties.

Pacific Gas and Electric Company Co-Marketing Program Standards, Application and Agreement Trade Professional Alliance PAGE 6

TRADE PROFESSIONAL SIGNATUREIN WITNESS WHEREOF, the Parties hereto have caused the Agreement to be executed by their duly authorized representatives as of the Agreement Effective Date.

Printed Name

Company Name Title

Signature

SIGNHERE

Date

“PG&E” refers to Pacific Gas and Electric Company, a subsidiary of PG&E Corporation. ©2017 Pacific Gas and Electric Company. All rights reserved. These offerings are funded by California utility customers and administered by PG&E under the auspices of the California Public Utilities Commission. CSB-1116-7409

Pacific Gas and Electric Company Co-Marketing Program Standards, Application and Agreement Trade Professional Alliance PAGE 7

III. Ownership, Reservation of RightsAll rights, title and interest in and to the PG&E Marks is and shall remain the sole and exclusive property of PG&E’s parent corporation, PG&E Corporation. As between PG&E and Trade Professional, all rights, title and interest in and to the Marketing Templates is and shall remain the sole and exclusive property of PG&E. Trade Professional shall not dispute or contest PG&E Corporation’s or PG&E’s ownership of the foregoing. PG&E and its affiliates reserve all rights in and to the PG&E Marks and the Marketing Templates not expressly granted to Trade Professional. No implied licenses are granted under the Agreement.

IV. Compliance with GuidelinesTrade Professional covenants and agrees that Trade Professional’s use of the PG&E Marks and Marketing Templates, will strictly comply with the Co-Marketing Program Standards, the Co-Marketing Program Agreement, and the Co-Marketing Tools Guidelines.

V. Limitations on Trade Professionala. Trade Professional acknowledges the value of the goodwill

associated with the PG&E Marks. Trade Professional further acknowledges that all use and any goodwill created by its use of the PG&E Marks shall inure solely to the benefit of PG&E, and PG&E shall own all trademark rights, copyrights and derivative rights created by Trade Professional’s use, if any.

b. During the term of the Agreement and forever thereafter, Trade Professional covenants and agrees that Trade Professional shall not remove, deface, disparage, obscure, dispute or impugn the validity of the PG&E Marks, or PG&E Corporation’s sole ownership and right to use and control the use thereof, and will not in any way impair PG&E’s or its affiliates’ rights thereto.

c. Trade Professional further covenants and agrees to refrain from using or filing any application(s) to register, in any class and in any country, any trademark and/or service mark which is the same as, similar to, or which contains, in whole or in part, any and/or all of the PG&E Marks licensed hereunder, in the name or on behalf of Trade Professional, its subsidiaries, related companies, or in the name of or on behalf of any officer, director, employee, agent, or other entity within the control of, or which controls, Trade Professional.

d. Trade Professional agrees not to use the PG&E Marks or the Marketing Templates except as expressly permitted in the Agreement, the Co-Marketing Tools Guidelines or as otherwise provided in a written agreement signed by a party legally authorized to grant such a use license.

e. Trade Professional may not alter or amend the Marketing Templates, except that Trade Professional may request customization of the promotional materials with their company logo and contact information and add its own text in the spaces indicated in the promotional materials. For clarity, however, Trade Professional is responsible for any permitted alterations or amendments and all use of its own logo and text, and any manner of advertising, marketing, or distribution employed by or on behalf of Trade Professional; and Trade Professional represents and warrants that it will comply with all applicable statutes, rules, and regulations regarding advertising, marketing, or distribution arising out of or relating in any way to this Agreement.

f. Notwithstanding the above, Trade Professional may, with PG&E’s permission, modify or alter the Marketing Templates, and will provide representative samples of the modified materials for PG&E’s review prior to use. Such review by PG&E will be limited to the use of the Participant Logo and the Marketing Templates. PG&E takes no responsibility for content or other edits provided by Trade Professional.

VI. Quality Control a. Trade Professional agrees to follow any quality standards and quality

control requirements and standards set forth in the TPA, the Agreement, and any attachments, exhibits, and other documents referenced in and related to the TPA and the Agreement (including, without limitation, the Co-Marketing Tools Guidelines or otherwise with the Trade Professional Alliance Co-Marketing Program).

b. Periodic Monitoring—at least annually, PG&E will review Trade Professional with respect to1. Whether during the prior rolling 12-month period, Trade

Professional has successfully completed at least the minimum number of energy management program projects specified in the Co-Marketing Eligibility Requirements’ standards for 12-month project performance (pro-rated if appropriate),

2. Whether Trade Professional has any unresolved customer complaints related to its participation in any Energy Management Program project, and, if so, the reason for such unresolved complaints,

3. If there is an inspection record available, whether Trade Professional has maintained an inspection pass rate of at least 95 percent or better for two consecutive months.

4. Whether Trade Professional continues to satisfy the remaining Co-Marketing Eligibility Requirements.

5. Whether Trade Professional’s use of the Co-Marketing Tools complies with standards set forth in the Co-Marketing Program Standards, the Agreement, the Co-Marketing Tools Guidelines, or other standards established by PG&E

c. PG&E will in its sole discretion determine whether or not Trade Professional has met the monitoring conditions. Failure to meet or continue to meet these requirements may result in termination of the Agreement. PG&E also may from time to time and in its sole discretion amend these monitoring conditions.

d. The most recent version of the applicable qualifications and monitoring conditions can be obtained by contacting the PG&E Trade Professional Alliance Team at TradeProCoMarketing@pge.com.

VII. Term and TerminationThe term of the Agreement shall begin on the Agreement Effective Date and be co-terminus with the TPA, unless sooner terminated as permitted below (the “Agreement Term”). PG&E may terminate the Agreement at any time for any reason or no reason, upon three (3) days written notice. No waiver of any breach by Trade Professional of the Agreement shall be effective unless in writing signed by an authorized representative of PG&E. Upon termination of the TPA or the Agreement, all rights granted hereunder shall immediately and automatically revert to PG&E and Trade Professional shall immediately stop using the Participant Logo, the PG&E Marks, and the Marketing Templates, and shall promptly return to PG&E all materials bearing the Participant Logo and the PG&E Marks, and all Marketing Templates.

I. DefinitionsThe following additional capitalized terms shall have the meanings set forth below:

a. “Approved Format” means, for purposes of this Agreement, the PG&E Marks combined with the phrase “A Proud Participant in Pacific Gas and Electric Company’s Energy Management Programs” or “Pacific Gas and Electric Company Trade Pro Alliance Participant” (each also known as a “Participant Logo”) as specifically shown in the Co-Marketing Tools Guidelines hereto and incorporated by reference herein, and as may be amended by PG&E from time to time. The Participant Logo must be used only in the Approved Format. The PG&E spotlight log cannot be separated from the phrases “A Proud Participant in Pacific Gas and Electric Company’s Energy Management Programs” or “Pacific Gas and Electric Company Trade Pro Alliance Participant.”

b. “Co-Marketing Eligibility Requirements” means, for purposes of this Agreement, the requirements that Trade Professional was required to satisfy in order to participate the Co-Marketing Program, as set described elsewhere in the Co-Marketing Program Standards, Application, and Agreement materials, and as may be amended by PG&E from time to time in its sole discretion.

c. “Co-Marketing Program” means, for purposes of this Agreement, the program under which qualifying Trade Professional Alliance members are given permission to use the Co-Marketing Tools.

d. “Co-Marketing Tools” means, for purposes of this Agreement, the Participant Logo and the Marketing Templates.

e. “Marketing Templates” means, for purposes of this Agreement, materials provided by PG&E that describe PG&E’s energy efficiency programs or are otherwise intended for use in promoting PG&E’s energy efficiency programs and which may be included in Trade Professionals’ marketing and advertising materials, pursuant to the terms of this Agreement. Such materials may be in the form of email templates, product videos, collateral material, or in other forms, at PG&E’s discretion.

f. “PG&E Marks” means, for purposes of the Agreement, all marks owned by PG&E Corporation, including without limitation, the “PG&E” trademarks and service marks and the Participant Logo (defined above).

g. “TPA” means, for purposes of the Agreement, the Trade Professional Agreement that was previously executed by Trade Professional and accepted by PG&E.

II. Agreementa. Subject to the terms of the TPA, this Agreement, and the

Participant Logo Usage Guidelines set forth in the Co-Marketing Tools Guidelines, PG&E grants to Trade Professional a limited, personal, revocable, non-exclusive, non-transferable, non-sublicenseable license (without the right to sublicense to third parties, including third parties working with Trade Professional in energy management programs), strictly in the State of California, to use the Participant Logos solely in the Approved Format and solely in connection with Trade Professional’s communication of its status as a qualified participant in PG&E’s energy management programs, including use in Marketing Templates provided by PG&E, but not otherwise. The Agreement also does not grant any rights to use the PG&E Marks in any manner other than in connection with permitted use of the Participant Logos.

b. Subject to the terms of the TPA, this Agreement, and the Co-Marketing Tools Guidelines , PG&E grants to Trade Professional a limited, personal, revocable, non-exclusive, non-transferrable, non-sublicensable license to use the Marketing Templates, as provided to Trade Professional, for purposes of marketing and advertising Trade Professional’s status as member of PG&E’s Trade Professional Alliance, and Trade Professional’s provision of goods or services related to PG&E’s energy management programs.

VIII. Injunctive ReliefTrade Professional acknowledges that the PG&E Marks (including the Participant Logo) are of a special, unique, extraordinary and intellectual character that gives it a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Trade Professional’s breach of the Agreement will cause PG&E and its affiliates to suffer irreparable injury for which PG&E and its affiliates will not have an adequate remedy available at law and Trade Professional therefore agrees that PG&E and its affiliates shall be entitled to injunctive relief with respect to Trade Professional’s breach of the Agreement. Accordingly, Trade Professional shall not object to PG&E or its affiliates obtaining injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting a bond or security and without prejudice to such other equitable and legal rights and remedies as may be available under the Agreement or under applicable law.

IX. Indemnification and Insurancea. Trade Professional agrees to defend and indemnify PG&E and

its parent and affiliates from any third-party claims relating to any of the following: (a) its provision of goods or services to any third parties; (b) its negligence or tortious acts against any third parties; (c) its advertising, marketing, or promotion of goods and services that it provides to third parties; (d) its use of any PG&E Marks or Marketing Templates outside what is expressly permitted under the Agreement; and (e) its breach of any representation, warranty, or obligation under this Agreement.

b. Trade Professional agrees to maintain commercial general liability insurance as follows:1. Coverage shall be at least as broad as the Insurance

Services office (ISO) Commercial General Liability Coverange “occurrence” form, with no coverage deletions.

2. The limit shall not be less than $1,000,000 each occurrence/$2,000,000 aggregate for bodily injury, property damage and personal injury.

3. Coverage shall: a) By “Additional Insured” endorsement add as insured PG&E, its affiliates, subsidiaries, and parent company, and PG&E’s directors, officers, agents and employees with respect to liability arising out of or connected with Trade Professional’s participation in the Co-Marketing Program and use of the Co-Marketing Tools. If the Commercial General Liability policy includes a “blanket endorsement by contract,” the following language added to the certification of insurance will satisfy PG&E’s additional insured requirement” “PG&E, its affiliates, subsidiaries, and parent company, and PG&E’s directors officers, agents and employees with respect to liability arising out of the Trade Professional’s participation in the Co-Marketing Program or use of the Co-Marketing Tools are additional insureds under a blanket endorsement.”; b) Be endorsed to specify that the Trade Professional’s insurance is primary and that any insurance or self-insurance maintained by PG&E shall not contribute with it.

X. Governing Law and VenueThe Agreement will be governed by and interpreted in accordance with the laws of the State of California without regard to its choice of law principles. All actions arising out of or relating to the Agreement will be determined by the state and federal courts in San Francisco County, California.

XI. GeneralThe Agreement does not and shall not be construed as constituting a partnership or joint venture between the Parties. The Agreement constitutes the entire agreement between the Parties on this subject, and it supersedes any other prior oral or written agreements or understandings on this subject. The Agreement may be executed in counterparts and each will be deemed originals. Except to the extent specifically provided otherwise herein, amendments to the Agreement must be in writing and signed by a duly authorized officer of each Party. If any part of the Agreement is invalid, illegal or unenforceable for any reason, the remainder shall remain in force and the invalid, illegal or unenforceable portion will be replaced with a valid provision appropriate to the Parties’ original intent. The Agreement shall be binding upon the successors and assigns of the Parties.

Date

PG&E INTERNAL USEPACIFIC GAS AND ELECTRIC COMPANY

Printed Name

Title

Signature

SIGNHERE

Submit this form via:Email: TradeProCoMarketing@pge.comMail: Trade Pro Alliance Co-Marketing, 245 Market St., Mail Code N3Z, San Francisco, CA 94105