Business Proportionality Letter

BUSINESS PROPORTIONALITY LETTER

Date:   Reference No.:

Parties

Recitals

WHEREAS, the Company and the Counterparty have engaged in business activities and cost/resource allocations in respect of certain goods, services or projects described below; and

WHEREAS, the Parties desire to set forth a proportionality statement reflecting the allocation methodology, the basis for proportional distribution of costs and benefits, and the commitments of each Party as set forth in this Business Proportionality Letter (the "Letter"); and

WHEREAS, the Parties intend that the proportional allocations described herein be relied upon by each Party and, where applicable, by auditors, financiers, or regulatory reviewers, subject to the terms and limitations set forth in this Letter.

Proportionality Statement

The Parties agree that, for purposes of the matters described in this Letter, allocations of costs, revenue sharing, resource commitments, and other economic or operational burdens shall be determined on a proportional basis according to the following metric(s):

The Parties represent that allocations calculated pursuant to the foregoing basis shall be prepared in good faith, consistent with commercially reasonable methods, and shall reflect actual activity during the stated measurement period.

Scope of Work

Payment Terms

The Parties agree that payments arising from proportional allocations will be governed by the following terms:

Late payments shall accrue interest at the rate specified below, computed from the due date until paid in full. Any disputed amounts shall be addressed in accordance with the dispute resolution provisions of this Letter.

Term and Termination

This Letter shall be effective as of the Start Date set forth below and shall continue until the End Date, unless earlier terminated in accordance with this section.

Start Date:   End Date:

Either Party may terminate this Letter for material breach by the other Party that is not cured within the notice period set forth above. Termination does not relieve either Party of obligations accrued prior to the effective date of termination.

Confidentiality

The Parties acknowledge that the allocations, underlying data, and methodologies described in this Letter may constitute Confidential Information. Each Party shall hold such Confidential Information in strict confidence and shall not disclose it to any third party except as required by law or with the prior written consent of the disclosing Party.

Unauthorized disclosure of Confidential Information shall entitle the non-breaching Party to injunctive relief and to recover damages, including reasonable attorneys' fees, to the extent permitted by law.

Representations; Methodology

Each Party represents and warrants that it has full authority to enter into this Letter, that the information provided hereunder is true and correct to the best of its knowledge, and that the proportional allocations have been determined using the methodology described below in good faith.

Governing Law; Dispute Resolution

This Letter shall be governed by and construed in accordance with the laws of the jurisdiction identified below, exclusive of its conflict-of-law rules. Any dispute arising out of or relating to this Letter shall be resolved by the dispute resolution procedures agreed by the Parties.

Entire Agreement

This Letter, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Letter must be in writing and signed by duly authorized representatives of both Parties.

Execution; Signature

The undersigned authorized representatives of the Parties certify that they are authorized to execute this Letter and that their execution constitutes a binding obligation of the Party on whose behalf they sign.

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