FIRSTENERGY SERVICE COMPANY – GENERAL TERMS AND CONDITIONS FOR PURCHASE OF HARDWARE, INFORMATION TECHNOLOGY SERVICES AND SOFTWARE ARTICLE I – DEFINITIONS The following capitalized terms, when used in the Agreement (defined below), shall have the meanings given below unless in any particular instance the context clearly indicates otherwise: A. “Agreement”. The terms and conditions set forth in this document, together with the Statement of Work, Purchase Order and all attachments, exhibits, revisions, and supplements thereof, shall constitute the complete and entire agreement between Purchaser and Supplier (the “Agreement”). B. "Purchaser" means FirstEnergy Service Company, its succesors and assigns, for itself and/or as an authorized agent of the affiliate company or companies and their respective successors and assigns, set forth on the face of the Agreement for which the software, hardware or information technology services are procured hereunder. If more than one company is identified as the Purchaser, the liability of each company named shall be several and not joint and shall be limited to such company's interest in the Agreement. C. “Purchaser’s Site” includes generating stations, steam plants, substations, transmission and distribution lines, towers, poles, buildings, or other locations owned or leased by Purchaser, for which the Work is intended to benefit, to which the Work is to be delivered or where the Work is to be performed. D. “Specifications” means the portion of the SOW that describes the software, hardware or information technology services to be delivered by Supplier under the Agreement, including, without limitation, dimensions, components, attachments, technical and nontechnical requirements and characteristics, standards, performance requirements, and tolerances. E. “Statement of Work” (SOW) describes the Work to be performed, the dates for completion of the Work, both Supplier’s and Purchaser’s obligations and other requirements necessary for completion of the Work, the identifiable work product to be delivered by Supplier, the fixed price or time and material rates for the Work and any other terms that apply to that specific SOW. F. "Supplier" means the organization, individual or entity which is furnishing the Work. G. “Work” means all software, hardware, services, labor, materials, equipment, goods, parts, data, and other obligations covered by, contemplated or intended for Supplier to perform or supply under the Agreement, as specified in the Agreement, together with miscellaneous expendable job supplies, installation related equipment and/or tools, transportation, facilities and/or services for the complete execution of the Agreement. ARTICLE II - INTEGRATION AND MODIFICATION A. Sole Agreement. The parties intend the Agreement to constitute the complete, exclusive and fully integrated statement of their agreement concerning the subject matter hereof. As such, the Agreement is the sole repository of their agreement and the parties are not bound by any other agreements of whatsoever kind or nature. The parties further intend that this complete, exclusive and fully integrated statement of their agreement may not be supplemented or interpreted by any evidence of trade usage or course of dealing. No amendment, modification, or rescission of the Agreement shall be enforceable unless the same is in writing and signed by the party against whom the terms of such amendment, modification, or rescission are sought to be enforced. In case of any error, inconsistency or omission in the various documents and/or provisions comprising the Agreement, the matter will be submitted immediately to Purchaser, without whose decision said discrepancy shall not be adjusted by Supplier. If any conflict arises between a term defined in this document and a term (defined or otherwise) contained in another document comprising a part of the Agreement, the conflict shall be resolved in favor of the more specific defined term unless the context clearly indicates otherwise or such a resolution would deny or dilute Purchaser’s rights or benefits under the Agreement. B. Modifications. The Agreement or any SOW may only be modified by a written document signed by authorized representatives of Supplier and Purchaser (“Change Order”). If Purchaser requests or Supplier recommends changes during performance of a SOW, Supplier will provide Purchaser with a change order proposal setting forth the impact on the Work, Schedule, Dependencies, Deliverables and/or Fee. Purchaser may accept or reject the change order proposal at its sole discretion. If accepted, Supplier will prepare a Change Order for execution by both parties that reflects the agreed upon changes. A change order proposal will be considered rejected if Purchaser does not respond to the proposal within ten (10) business days. C. Non-Exclusivity. The Agreement is not exclusive, and Purchaser may at its sole discretion contract with others to perform such work as is herein contemplated, or may perform such work with its own forces. ARTICLE III - ASSIGNED EMPLOYEES A. During assignments, “Assigned Employees” shall be employees of Supplier. Supplier is an independent contractor and, except for sales and use taxes, Supplier shall be responsible for all taxes, fines and penalties attributable to the Work. Supplier hereby indemnifies and holds Purchaser harmless from any liability, costs, damages or expenses in connection with benefits, taxes, fines or penalties associated with, assessed upon or measured by the employment relationship of the Suppler and its employees. Purchaser shall not be responsible for any payments due to Assigned Employees on account of, or in connection with, the Agreement. It being understood between the parties hereto that Assigned Employees are to act as an independent contractor and are not authorized to make any contract, agreement, warranty, or representation on behalf of Purchaser. Further, the Agreement does not constitute Supplier, as an agent, partner, or legal representative of Purchaser for any purpose whatsoever. B. Supplier represents that it will employ for the Work only Assigned Employees known by Supplier to be experienced, qualified, reliable and trustworthy. At Purchaser's request, the credentials and qualifications of any Assigned Employee to perform the Work shall be submitted to Purchaser in advance of such assignment. During the performance of the Work, Purchaser may object to any Assigned

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Employee who, in Purchaser's opinion, does not meet these criteria. In such case, Supplier shall, at its expense and risk, immediately replace or remove such Assigned Employee. Notwithstanding the foregoing, Supplier shall be responsible for all acts or omissions (negligent or otherwise) of its Assigned Employees, agents, employees and subcontractors. C. During the term of the Agreement, the Assigned Employees whose names have been specified as “Key Personnel”, and listed on a SOW, are deemed necessary for the successful performance of the Agreement. Supplier shall assign such persons to the performance of the Work under each SOW and shall not reassign or remove them without the prior written consent of Purchaser. Whenever, for any reason, one or more of the Assigned Employees specified is unavailable for the Work, Supplier shall, with the prior written approval of Purchaser, replace such person with a person of equal abilities and qualifications. D. Background Checks. Supplier shall make commercial best efforts to ensure that Assigned Employees do not have criminal records and are not involved in criminal activity which could create a risk to Purchaser’s Site, customers, and/or employees. Upon actual knowledge of a criminal record or involvement in criminal activity, Supplier shall immediately remove said Assigned Employee or Assigned Employees from the Work. Purchaser, at any time, may request Supplier to verify that an Assigned Employee does not possess a criminal record. Prior to the start of Work, the Supplier shall provide certification pursuant to a North American Electric Reliability Corporation (NERC) Critical Infrastructure Protection (CIP) compliant documented personnel risk assessment and training program that each Assigned Employee, who is authorized as part of the Work to have electronic or unescorted physical access to Critical Cyber Assets (as the same are identified by Purchaser from time to time): (i) has submitted to a background check consisting of at a minimum an identity verification (e.g., Social Security Number verification in the U.S.) and a seven (7) year criminal check within the past seven (7) years whereby no evidence of a criminal record or criminal activity was discovered; or (ii) has been subject to a seven-year cycle re-check of the background check; and (iii) has received the Purchaser-sponsored Security Awareness training or will receive such training prior to accessing Critical Cyber Assets. These requirements are subject to audit and certification by Supplier upon request by Purchaser. Supplier shall inform Purchaser immediately, but no greater than within thirty (30) minutes, via email and phone call, if an Assigned Employee having authorized cyber or authorized unescorted physical access to Critical Cyber Assets is terminated for cause. Further, Supplier shall inform Purchaser within forty-eight (48) hours, via email and phone call, if an Assigned Employee having authorized cyber or authorized unescorted physical access to Critical Cyber Assets is voluntarily terminated; is transferred to a position where they no longer require access to the Purchaser’s CIP assets; or when the access rights of an Assigned Employee to Critical Cyber Assets needs to be changed or removed. E. If Supplier seeks to assign any person on any Purchaser IT initiative who is not a United States citizen or a person lawfully admitted for permanent residence in the United States, Supplier must provide the Purchaser with at least thirty (30) days advance notice of such assignment. Such notice must also include a written certification that such person is not on the Denied Persons List, the Entity List, the List of Debarred Persons, or the Specifically Designated Nationals and Blocked Persons List, as maintained from time to time by the United States Department of Commerce and/or Department of State. F. Only persons who are United States citizens or have been lawfully admitted for permanent residence in the United States shall be permitted to work on Purchaser IT initiatives when such work may result, in any way, with exposure or access to information, drawings, technology, databases, or other materials subject to United States export licensing restrictions (collectively, “Technology”) relating to the Purchaser’s nuclear or transmission systems, or any other systems on which such Technology is present and for which the Purchaser does not have a valid export license.In any cases where it is deemed necessary or acceptable to employ a person on a Purchaser IT initiative who is not a United States citizen or a person lawfully admitted for permanent residence in the United States, all reasonable precautions must be taken to ensure that such person does not have access to any Technology in any way. Such precautions include, but are not limited to, denying such persons direct log-in access to any Purchaser systems on which such Technology may be accessed; denying direct or indirect internet or e-mail access; denying unescorted access of the premises of the Purchaser where such Technology could otherwise be viewed or accessed; and ensuring that such person is not assigned to work with or for any other person who is permitted to have access to Technology. G. Access to Purchaser’s Site. For Work performed on Purchaser’s Site, Purchaser will provide at no cost to Supplier, safe and adequate working space and facilities for Assigned Employees. Assigned Employees shall enter and exit Purchaser’s Site only by the entrances designated from time to time by Purchaser. Assigned Employees shall comply with all of Purchaser’s protection and safety rules for any Purchaser Site at which the Work is performed, and with all instructions and directives from Purchaser’s Site manager or their designees. In the event that an Assigned Employee is working at Purchaser’s Site, the Assigned Employee may be one of several vendors working at such Site, and shall cooperate fully with Purchaser and other vendors, and shall plan and perform the Work in such a manner so as not to interfere with the activities or operations of Purchaser or other vendors. Purchaser will establish priorities and, at the request of other vendors, resolve interferences. H. Gifts and Gratuities/Conflicts of Interest. Purchaser’s parent company (“FirstEnergy”) enforces policies governing the conduct of Purchaser’s employees in carrying out its business activities, including contact with third-party business partners. The conflicts of interest and gifts and gratuities policies generally prohibit the employees of all FirstEnergy subsidiaries and/or their family members from giving or receiving gifts, favors, services, or privileges (including travel or entertainment) from existing or potential customers, suppliers, or contractors that are more than a nominal value, or that exceed the level of standard business courtesies, and the acceptance of cash, gift certificates, or loans in any amount. The conflicts of interest policy generally prohibits employees of all FirstEnergy subsidiaries and/or their family members from serving as an officer, director, employee, consultant, agent, or buyer of a beneficial interest in an organization which has a business relationship with FirstEnergy as a supplier or contractor, if the employee is in a position to influence decisions concerning the relationship. The entire text of these policies may be found within the Supply Chain Section at www.firstenergycorp.com. Suppliers and prospective suppliers to Purchaser are expected to be aware of and comply with these policies in their dealings with FirstEnergy employees and their family members. Any suspected or actual violations of these

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policies should be reported; and, may be reported anonymously and confidentially by a customer, supplier, contractor, or employee by calling the Employee Concerns Line (1-800-683-3625), 24 hours a day, 7 days a week. I. Safety and Health. Assigned Employees shall conduct their operations in a manner to avoid risk of bodily harm to persons or damage to property. Supplier shall take all precautions necessary and shall be solely responsible for the safety of the Work and the safety and adequacy of the manner and methods the Assigned Employees employ in performing the Work and shall not require any Assigned Employee performing hereunder to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous to health or safety. Further, Supplier shall continuously inspect its Work, materials and equipment to identify any unsafe conditions, and shall promptly take action to correct any condition which presents such a risk. Supplier shall ensure that while any Assigned Employees, agents, employees, subcontractors or invitees of Supplier are on Purchaser’s Site, they will conform to and comply with all applicable safety and health laws, ordinances, rules, regulations, orders and all other requirements (including, without limitation, standards under the Occupational Safety and Health Act and Purchaser’s safety requirements). J. Drug Free Workplace. Supplier agrees to assist Purchaser in complying with the Drug Free Workplace Act required of all utilities in order to provide a drug-free workplace. Supplier acknowledges Purchaser’s position on the use and possession of alcohol and drugs, and Supplier is hereby informed that the unlawful manufacture, distribution, dispensing, possession, or use of controlled substances in the workplace is prohibited. Violation by an Assigned Employee of any of the conditions listed below may be cause for immediate termination of the Agreement and/or any SOW. These conditions include, but are not strictly limited to, the following: 1. The illegal use, sale, or possession of narcotics, drugs or controlled substances while on the job or on Purchaser’s Site is a dischargeable offense. 2. Off-the-job illegal drug use which could adversely affect job performance, or jeopardize the safety of other employees, the public, or Purchaser’s equipment, is proper cause for disciplinary action and termination of the Agreement and/or any SOW. 3. Assigned Employees arrested in off-the-job drug activity shall be in violation of this policy. 4. Assigned Employees undergoing prescribed medical treatment with a controlled substance are solely responsible to report their treatment to their supervisor. The use of prescribed controlled substances while undergoing medical treatment is not a violation of this policy. However, use of drugs that may alter an individual’s physical or mental ability may make it necessary to change an Assigned Employee’s job assignment while the employee is undergoing treatment. 5. Use or possession of alcoholic beverages while on the Purchaser’s Site is prohibited. Assigned Employees in violation of this rule shall be subject to disciplinary action and possible termination of the Agreement and/or any SOW. 6. An Assigned Employee whose job performance indicates that he or she is unfit for duty shall not be permitted to work until investigation into the cause has been completed. Purchaser reserves the right at its discretion to require a medical examination by its doctor, including recognized diagnostic tests as part of the investigation. If use of unauthorized drugs or alcohol is substantiated, disciplinary action will be imposed and possible termination of the Agreement and/or any SOW. K. Education and Training. It is understood that from time to time an Assigned Employee may require training in order to perform their assigned tasks for Purchaser. It is agreed that for this training period, Purchaser will not be billed for that Assigned Employee’s time. It is also agreed that charges to Supplier for training by Purchaser, will be agreed upon in writing before any training takes place. L. Solicitation of Employment. Neither party will solicit, hire, contract with, or engage the employment or services of any employee of the other with whom their personnel have had contact in the course of performance of the Work and for a period of one (1) year thereafter. ARTICLE IV - STATEMENT OF WORK A. Supplier agrees to put forth its best effort to provide Purchaser with the hardware, software and professional services of its staff to perform the Work as defined in each Statement of Work (“SOW”) incorporated into the Agreement by reference. B. Each individual work engagement performed under the Agreement will be defined by a SOW. The SOW will describe the Work to be performed, the dates for completion of the Work (“Schedule”), both Supplier’s and Purchaser’s obligations and other requirements necessary for completion of the Work (“Dependencies”), the identifiable work product to be delivered by Supplier (“Deliverables”), the fixed price or time and material rates for the Work (“Fee”) and any other terms that apply to that specific SOW. Each SOW together with the terms of the Agreement constitutes a separate contract. Should any conflict occur between the SOW and any other provision of the Agreement, the SOW shall take precedence only when and to the extent that such does not result in any way in the dilution or diminution of the rights or benefits of the Purchaser under the Agreement. C. Delays. For fixed price SOW’s, Purchaser will not be responsible for payment of additional Fees resulting from circumstances within Supplier’s control. If any phase of a fixed price SOW is delayed or if additional Supplier resources are required because a Dependency is not met, such event will constitute a change and Purchaser will compensate Supplier for the additional Supplier resources and/or time with a signed approval by both parties. The calculation for such additional compensation will be based on a prorated portion of the current fixed price. D. Acceptance. Supplier’s proposal shall include detailed acceptance criteria. The acceptance procedure will be established jointly by Supplier and Purchaser. The purpose of acceptance is to confirm that the Deliverables conform to the Specifications. The Deliverables will be deemed to have been accepted by Purchaser upon successful completion of acceptance. Except for any items that survive the termination of the Agreement, Supplier’s obligations to Purchaser will be complete when the Deliverables achieve acceptance in accordance with this Article IV (D) and the applicable SOW. ARTICLE V – PAYMENT A. Payment terms shall be as specified in each SOW. For Work performed under the Agreement, Purchaser shall pay the Supplier in accordance to the payment schedule defined in each SOW, provided, however, that payment shall not constitute acceptance of any Work, Deliverable or other product by Purchaser. B. Actual and reasonable travel expenses shall be reimbursed by Purchaser only if set forth in a SOW. Supplier shall either utilize local hotels with Purchaser direct billing accounts and travel services that offer Purchaser initiated travel discounts or Supplier initiated travel

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arrangements, whichever option results in the least expensive travel. The Supplier shall contact the Purchaser’s Designated Representative identified in each SOW for specific details on Purchaser initiated travel. C. Supplier is deemed to be a self-employed independent contractor; and accordingly, no sums are contemplated to be withheld from Supplier's compensation to cover the payment of income taxes, FICA (social security), FUTA (unemployment compensation) or other taxes. Supplier agrees to file all required federal, state and local income tax and other tax returns (including, without limitation, all required declarations of estimated tax) covering Supplier's compensation hereunder. Supplier agrees to pay all such taxes and contributions when due; and Supplier hereby indemnifies Purchaser and holds it harmless from and against any and all loss, cost and liability whatsoever incurred by or claimed against Purchaser for any failure of Supplier to comply herewith. ARTICLE VI - STANDARD OF CARE AND PERFORMANCE A. Standard of Care. Supplier expressly warrants that all Work performed hereunder shall be: (i) conducted in a manner consistent with the highest generally accepted level of care and skill ordinarily exercised by professionals and other persons performing work of a nature similar to that which Supplier is performing; (ii) performed safely, lawfully, efficiently and properly, and otherwise in a good and workmanlike manner; (iii) in strict conformity with the requirements of the Agreement, including, without limitation, all specific design standards and the specific Specifications and drawings incorporated into said Agreement; and (iv) of good workmanship and quality, free from defects (including, without limitation, defects in design, material, workmanship and title), and fit for the purposes intended by Purchaser as set forth in the Agreement. Supplier further warrants that all equipment used in connection with performance of the Work shall be in safe and proper working order. Supplier acknowledges and agrees that Purchaser is relying upon Supplier’s special and unique abilities and the accuracy, competence and completeness of Supplier’s Work. B. Performance. Supplier represents and warrants that it is technically, physically, financially and legally ready, willing, competent and able to perform, and capable of performing, the Work. Supplier represents, warrants and covenants that it has, and will have throughout the term of the Agreement, the requisite personnel, competence, skill and physical resources to perform the Work, and that it has, and shall maintain, the capability, experience, registrations, and permits required to perform the Work. Supplier shall cure any breach of the foregoing warranties at no cost to Purchaser and shall reimburse Purchaser for any damages that may be incurred by Purchaser as a result of reliance by Purchaser, its employees, agents, other suppliers or subcontractors on such Work or anticipated performance by Supplier. The costs of transporting, repairing, replacing, removing or installing material to make the Work comply with the above performance standards, warranties and requirements shall be borne by Supplier. If Supplier should fail to cure such breach or if Purchaser determines that Supplier will be unable to cure such breach before the scheduled time of completion, Purchaser may correct such breach itself or through a third party and charge Supplier for the costs incurred therefor. C. Supplier acknowledges Purchaser’s intention to seek to transfer to Purchaser of as much knowledge and technology as possible as a result of the SOW. Supplier shall use reasonable efforts to ensure that Purchaser is capable of maintaining any Deliverables provided to it by Supplier. Accordingly, Supplier hereby warrants to use only development platforms, tools, utilities or other software in the creation of Work, Deliverables or other products for Purchaser that are commercially available to Purchaser, do not infringe on the rights of any other person or entity, and have been approved by Purchaser in writing. ARTICLE VII - INTELLECTUAL PROPERTY RIGHTS A. Ownership of Work and Data. The Work and all new discoveries, inventions, improvements, processes, formulae, designs, drawings, training materials, original works of authorship, technical data and documentation, referred to herein as “Intellectual Property,” that may be developed, conceived or made by Supplier, alone or jointly with others in connection with its Work for Purchaser, whether or not patentable, registrable as a copyrightable work, or registrable as a trademark or service mark, shall become the exclusive property of Purchaser and Purchaser shall own all intellectual property rights therein (including the rights to any patent, trademark or service mark, trade secret, and copyright therein). Supplier hereby agrees that any materials and works of authorship conceived or written by Supplier during the term of the Agreement that pertain in any material respect to the Work shall be done as “work made for hire” as defined and used in the Copyright Act of 1976, 17 USC §1 et seq., and that Purchaser, as the entity for which the work is prepared, shall own all right, title and interest in and to such materials, including the entire copyright therein. To the extent that any such materials are not deemed to be a “work made for hire,” Supplier will assign to Purchaser ownership of all right, title, and interest in and to such materials, including ownership of the entire copyright therein. Supplier hereby assigns and agrees to assign all Supplier’s rights in any Intellectual Property to Purchaser. Supplier hereby grants to Purchaser limited power of attorney for the sole purpose of assigning all Supplier’s rights in Intellectual Property to Purchaser for the purposes of filings, registrations and other formalities deemed necessary by Purchaser to prosecute, protect, perfect or exploit its ownership and interests in Intellectual Property. Supplier further agrees to execute, acknowledge and deliver any documentation, instruments, specifications or disclosures necessary to assign, prosecute, protect, perfect or exploit Purchaser’s ownership of Intellectual Property. B. Infringement. Supplier warrants that the Work provided by Supplier hereunder is and will be original, does not and will not infringe on or misappropriate any United States or foreign patent, copyright, trademark, or other intellectual property rights of any third party, and has not previously been and will not be assigned, licensed or otherwise encumbered. Supplier, for itself, its successors and assigns, agrees to defend, indemnify and hold harmless Purchaser against a claim or alleged claim that any Work or Deliverable provided to Purchaser hereunder infringes a copyright, trademark, patent or other intellectual property right, provided that Purchaser notifies Supplier and reasonably assists Supplier in the performance of its obligations under this Article VII. Supplier shall have no liability for any claim of infringement based on the continued use of a superseded or altered release of a Deliverable for which Supplier has notified Purchaser in writing to cease using, and provided an appropriate cure or remedy to Purchaser. Further, the indemnity provided under this Article VII shall not apply to the extent that any claim of infringement arising from Purchaser’s modification of the Deliverable and such modification has caused or given rise to the infringement. If the Work, Deliverable or any portion thereof is held to constitute an infringement or misappropriation of the intellectual property rights of a third party, Supplier shall, at its expense and within a reasonable time, either (1) secure for Purchaser the right to use the Work, Deliverable or any portion thereof which is said to be

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infringing by procuring for Purchaser a license or otherwise, or (2) replace the Work or such portion thereof with non-infringing Work or Deliverable that meets the requirements of the Agreement, or (3) remove such infringing Work, Deliverable or such portion thereof, as Purchaser may elect, and refund the sums paid therefor by Purchaser, together with any out-of-pocket costs incurred by Purchaser in connection with its purchase and use of the infringing Work or Deliverable, all without damage or injury to Purchaser’s other property. C. Data Furnished by Purchaser. All data furnished by Purchaser in connection with the Work shall remain Purchaser’s exclusive property. Supplier shall not use Purchaser-furnished data for any purpose other than for the Work. Supplier shall: (1) sign and deliver a written itemized receipt for all Purchaser-furnished data and shall be responsible for its safekeeping, and (2) return such Purchaserfurnished data and all copies thereof to Purchaser upon completing the Work. No SOW, contract amendment, letter agreement, proposal of the Supplier, addendum or any other document or agreement shall modify this Article VII. Notwithstanding the foregoing, Supplier will retain all rights in any preexisting materials owned by Supplier, including but not limited to any descriptions of its methodologies, project tools, document templates and any preexisting Supplier owned software components. The provisions of this Article VII shall survive the expiration or termination of the Agreement. ARTICLE VIII - INDEMNITY A. Supplier’s Indemnity. Supplier, for itself, its successors and assigns shall indemnify, defend, and hold harmless Purchaser, its parent, subsidiaries and affiliates, and each of their respective agents, officers, employees, successors, assigns, and indemnitees (the “Indemnified Parties”), from and against any and all losses, costs, damages, claims, liabilities, fines, penalties, and expenses (including, without limitation, attorneys’ and other professional fees and expenses, and court costs, incurred in connection with the investigation, defense, and settlement of any claim asserted against any Indemnified Party or the enforcement of Supplier’s obligations under this Article VIII) (collectively, “Losses”), which any of the Indemnified Parties may suffer or incur, in whole or in part, arising out of or in any way related to the Work performed or to be performed, the presence of Supplier and/or its subcontractors at Purchaser’s Site, and/or the actions or omissions of Supplier and/or its subcontractors, including, without limitation, Losses relating to: (1) actual or alleged bodily or mental injury to or death of any person, including, without limitation, any person employed by Purchaser, by Supplier, or by any subcontractor; (2) damage to or loss of use of property of Purchaser, Supplier, any subcontractor, or any third party; (3) any contractual liability owed by Purchaser to a third party; (4) any breach of or inaccuracy in the covenants, representations, and warranties made by Supplier under the Agreement; and/or (5) any violation by Supplier or any subcontractor of any ordinance, regulation, rule, or law of the United States or any political subdivision or duly constituted public authority; subject, however, to the limitations provided in Article VIII(B) (for Work performed in Pennsylvania), or Article VIII(C) (for Work performed in states other than Pennsylvania). Purchaser shall be entitled to control the defense of any action indemnified hereunder, with legal counsel of its own choosing. B. WITH RESPECT TO WORK PERFORMED OR TO BE PERFORMED WITHIN THE COMMONWEALTH OF PENNSYLVANIA, Supplier’s indemnity obligations under Article VIII(A) shall apply in each case whether or not caused or contributed to by the fault or negligence of any or all of the Indemnified Parties, and Supplier expressly agrees that Supplier will indemnify, defend, and hold harmless the Indemnified Parties in connection with Article VIII(A) even if any such Losses are caused in whole or in part by the sole or concurrent negligence of one or more of the Indemnified Parties. Supplier agrees to waive and release any rights of contribution, indemnity, or subrogation it may have against any of the Indemnified Parties as a result of an indemnity claim asserted by another Indemnified Party under Article VIII(A). Article VIII(A) is intended to be an express written contract to indemnify as contemplated under Section 303(b) of the Pennsylvania Workers’ Compensation Act (or any successor to such provision). C. WITH RESPECT TO WORK PERFORMED OR TO BE PERFORMED AT ANY LOCATION WHICH IS NOT WITHIN THE COMMONWEALTH OF PENNSYLVANIA, Supplier’s indemnity obligations under Article VIII(A) shall not apply to any Losses to the extent such Losses are found to have been initiated or proximately caused by or resulting from the negligence or willful misconduct of any of the Indemnified Parties. D. Waiver of Immunities. If an employee of Supplier or its subcontractor, or such employee’s heirs, assigns, or anyone otherwise entitled to receive damages by reason of injury or death to such employee, brings an action at law against any Indemnified Party, then Supplier, for itself, its successors, assigns, and subcontractors, hereby expressly waives any provision of any workers’ compensation act or other similar law whereby Supplier could preclude its joinder by such Indemnified Party as an additional defendant, or avoid liability for damages, contribution, defense, or indemnity in any action at law, or otherwise. Supplier’s obligation to Purchaser herein shall not be limited by any limitation on the amount or type of damages, benefits or compensation payable by or for Supplier under any worker’s compensation acts, disability benefit acts, or other employee benefit acts on account of claims against Purchaser by an employee of Supplier or anyone employed directly or indirectly by Supplier or anyone for whose acts Supplier may be liable. This section shall survive termination of the Agreement or any SOW for any reason. E. No Impairments. Supplier’s obligations under this Article VIII shall not be limited to the extent of any insurance available to or provided by Supplier. Supplier’s obligations to defend Purchaser shall survive any judicial determination invalidating, in whole or in part, the indemnity provision of the Agreement. ARTICLE IX - INSURANCE A. Supplier’s Insurance. Supplier agrees to secure and maintain in force minimum policies of insurance of the types listed below and shall furnish to Purchaser, prior to starting Work and throughout the duration of the Work, certificates of insurance evidencing current coverage listed below. These certificates shall be endorsed with substantially the following language: “This policy will not be canceled or allowed to lapse, and no change shall be made in this policy which alters, restricts or reduces the insurance provided or changes the name of the insured without first giving at least thirty (30) days’ notice in writing to FirstEnergy Service Company, Insurance Risk Management, 76 South Main Street, Akron, Ohio 44308, with receipt of notice acknowledged.”

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1. Commercial General Liability (CGL) insurance including products-completed operations, independent contractors, and contractual liability coverages. Coverage under this policy shall have limits of liability of not less than $5,000,000 per occurrence, combined single limit for bodily injury (including disease or death), personal injury, and property damage (including loss of use) liability. 2. Automobile Liability insurance, including non-ownership and hired car endorsement, with minimum limits of $1,000,000 per occurrence, combined single limit. 3. Worker’s Compensation coverage in the statutory amounts under the worker’s compensation act(s) of the location(s) in which the Work is to be performed, for the current period. 4. Employer’s Liability with a minimum limit of $1,000,000 for each accident or illness. Any of the above per-occurrence limits may be satisfied by a combination of primary and excess liability coverage. B. Additional Insured. FirstEnergy Corp. and its subsidiaries and affiliates shall be included by Supplier as an additional insured to Supplier’s CGL and Automobile Liability policies (“Policies”), identified in the preceding paragraph, for any losses resulting from, or related to, the Supplier’s sole or concurrent negligence. Said Policies shall provide primary and non-contributory coverage to the additional insured in relation to any insurance carried by Purchaser for the same losses, and shall contain a cross-liability clause providing severability of interests so that coverage will respond as if separate policies were in force for each insured. A signed copy of the endorsement adding FirstEnergy Corp. and its subsidiaries and its affiliates as an additional insured shall be attached to the certificate of insurance providing general liability coverage. C. Lapse of Coverage. In the event of cancellation or lapse of or prohibited change in any policy for which a certificate is required to be furnished under the Agreement, Purchaser shall have the right to suspend the Work until the policy and certificates in evidence thereof are reinstated or arrangements acceptable to Purchaser are made pending issuance of new policies and certificates. If any such insurance shall be about to lapse or be canceled, Supplier shall, at least thirty (30) days before coverage thereunder ceases, obtain a new policy with like coverage, and if Supplier fails to do so, Purchaser may obtain insurance protecting it from the hazards covered by such lapsed or cancelled policy, and all premiums and expenses of such insurance shall be charged against Supplier and shall be a legitimate deduction from any sum due it from Purchaser. D. Waiver of Subrogation. Supplier and any of its subcontractors shall waive and hereby waives any rights of subrogation which they or any of their insurers may have against Purchaser, its affiliates, and each non-affiliated company disclosed in the Agreement, their respective agents or employees. E. Performance Bond. Purchaser may, at any time, require Supplier to secure a performance bond with such conditions and limits as may be prescribed by Purchaser. Purchaser shall reimburse Supplier for the cost of such bond. ARTICLE X - TERM AND TERMINATION OF AGREEMENT Purchaser may terminate the Agreement, or suspend Supplier’s performance of the Work, in whole or in part, at any time without cause and for its own convenience, by giving Supplier ten (10) days written notice, and with no further recourse to Supplier, other than payment for Work completed and all reimbursable expenses incurred through and including the effective date of termination. After receiving a notice of termination or suspension and except as otherwise directed by Purchaser, Supplier shall: (1) stop the Work on the date and to the extent specified therein; (2) place no further orders or subcontracts except as may be necessary for completing such portions of the Work as have not been terminated or suspended; (3) terminate all orders and subcontracts to the extent that they relate to the portions of the Work terminated (or suspend all orders and subcontracts to the extent that they relate to the portions of the Work suspended); (4) take such action as may be necessary or as directed by Purchaser to protect and preserve all property related to the Work which is in Supplier’s possession and any other items in which Purchaser has or may acquire an interest; and (5) Supplier and/or Assigned Employee shall return all equipment, supplies, identification cards, etc. to Purchaser upon termination. ARTICLE XI – COMPLIANCE WITH LAWS, REGULATIONS AND PERMITS A. During the performance of the Agreement, Supplier shall strictly comply with all federal, state and local laws, rules or regulations and executive orders applicable to the Work. B. Without limiting the foregoing, and unless exempted under the rules, regulations and relevant orders (41 CFR Chapter 60) of the Secretary of Labor, in connection with the Work, Supplier agrees as follows: 1. Supplier shall not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin, age or disability. Supplier shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin, age or disability. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Supplier shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the U.S. Department of Labor setting forth the provisions of this nondiscrimination clause. 2. Supplier shall state, in all solicitations or advertisements for employees placed by or on its behalf, that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin, age or disability. 3. Supplier shall send to each labor union or representative of workers with which it has a collective bargaining agreement, contract or understanding, a notice to be provided by the U.S. Department of Labor, advising the labor union or workers’ representative of Supplier’s commitments under the following provisions, as amended from time to time: a. Section 202 of Executive Order 11246 (Equal Opportunity); b. Executive Order 11701 (Employment of Veterans); c. Executive Order 11758 (Employment of the Handicapped); d. Executive Order 11141 (Employment Discrimination Because of Age); e. Executive Order 11625 and Public Law 95-507 (Utilization of Disadvantaged Business Enterprises); and

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f. Executive Order 13496 (Employee Rights Under the National Labor Relations Act), and shall post copies thereof in conspicuous places available to employees and applicants for employment. C. Purchaser is required to include, and Supplier shall comply with, the below listed clauses from the Federal Acquisition Regulations (48 CFR Chapter 1), as amended from time to time (“FAR”) incorporated herein by reference, if the applicable criteria specified in the FAR and identified parenthetically below, are met. Additionally, if Supplier’s subcontracts meet such criteria, Supplier shall include the terms or substance of the applicable clause in its subcontracts. If the provisions of this paragraph C conflict with the balance of the Agreement, this paragraph C shall prevail. 1. 52.202-1 Definitions (required when the Agreement exceeds $100,000); 2. 52.203-5 Covenant Against Contingent Fees (required when the Agreement exceeds $100,000); 3. 52.203-7 Anti-Kickback Procedures (required when the Agreement exceeds $100,000 and is for other than commercial items); 4. 52.203-13 Contractor Code of Business Ethics and Conduct (required in all subcontracts under the Agreement that exceed $5,000,000 and the Performance Period is 120 Days or more); 5. 52.203-15 Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (ARRA) (required in the Agreement and in all subcontracts that are funded, in whole or in part, with ARRA funds and are for commercial items or commercial components); 6. 52.219-8 Utilization of Small Business Concerns (required in all subcontracts under the Agreement that exceed $100,000 and are for commercial items); 7. 52.219-9 Small Business Subcontracting Plan (required in all subcontracts that offersubcontracting possibilities, and are required to contain 52.219-8 clause and the Agreement exceeds $550,000); 8. 52.219-16 Liquidated Damages - Subcontracting Plan (required in all subcontracts that contain 52.219-9 clause and the Agreement exceeds $550,000); 9. 52.222-26 Equal Opportunity (required in the Agreement and in all subcontracts for commercial items or commercial components; unless the Agreement is exempt from all requirements of Executive Order 11246 [Equal Employment Opportunity]); 10. 52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (required in the Agreement and in all subcontracts for commercial items or commercial components); 11. 52.222-36 Affirmative Action for Workers with Disabilities (required in the Agreement and in all csubcontracts exceeding $10,000; unless the work and recruitment of workers will occur outside the United States and its territories); 12. 52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (required in the Agreement and in all subcontracts for commercial items or commercial components that contain 52.222-35 clause); 13. 52.222-39 Notification of Employee Rights Concerning Payment of Union Dues (required in the Agreement and in all subcontracts exceeding $100,000); 14. 52.222-50 Combating Trafficking in Persons (required in the Agreement and in all subcontracts for commercial items or commercial components that will be performed outside the United States); 15. 52.222-54 Employment Eligibility Verification (required in the Agreement and in all subcontracts exceeding $100,000; unless either the work will be performed outside the United States, or the performance period is less than 120 days, or the Agreement is only for commercially available off-the-shelf items or COTS items, or the Agreement is for commercial services that are part of the purchase of the COTS item); 16. 52.225-13 Restrictions on Certain Foreign Purchases; 17. 52.233-3 Protest after Award (required when the Agreement exceeds $100,000); 18. 52.233-4 Applicable Law after Breach of Contract; 19. 52.241-2 Order of Precedence – Utilities; 20. 52.241-4 Change in Class of Service; 21. 52.241-5 Contractor’s Facilities; 22. 52.242-13 Bankruptcy (required when the Agreement exceeds $100,000); 23. 52.244-6 Subcontracts for Commercial Items (required in the Agreement and in all subcontracts); 24. 52.247-64 Preference for Privately Owned U.S. – Flag Commercial Vessels (required in the Agreement and in all subcontracts for commercial items or commercial components involving ocean transportation of supplies subject to the Cargo Preference Act of 1954); 25. 52.252-2 Clauses Incorporated by Reference. As prescribed in 52.107(b), insert the following clause: “Clauses Incorporated By Reference (Feb 1998) This Agreement incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the contracting officer will make their full text available. Also, the full text of a clause may be accessed electronically at https://www.acquisition.gov/far/”; 26. The following clauses have been reproduced verbatim in the Agreement (via a standard message) and each may also be accessed electronically at https://www.acquisition.gov/far/: Limitation of Government Liability; 52.216-25 Contract Definitization; 52.223-14 Toxic Chemical Release Reporting; 52.233-2 Service of Protest; 52.241-3 Scope and Duration of Contract. D. Supplier shall comply with the Department of Commerce Export Administration Regulations (“EAR”) in 15 CFR Chapter VII, subchapter C, including 15 CFR Section 734.2 which prohibits the export or release of controlled technology and/or software to foreign nationals within the United States who are not lawfully admitted to the United States for permanent residence. Supplier shall confirm that these regulations either do not apply to Supplier’s activities under the terms of the Agreement or that Supplier has procedures to ensure compliance. If Supplier is directly or indirectly employing a foreign national not currently lawfully admitted to the United States for permanent residence to perform work under the Agreement, Supplier warrants to Purchaser that such employment does not violate the foregoing regulations.

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E. Foreign Corrupt Practices Act (“FCPA”). The following provisions shall apply to Supplier (unless it is a foreign concern) if it performs or obtains any of the Work in a foreign country: 1. All payments to Supplier shall be by check or bank transfer only. No payment shall be in cash or by bearer instrument, and no payment shall be made to any corporation or person other than Supplier. All payments due hereunder shall be made to Supplier at its principal place of business in the United States, even if Supplier performs or obtains the Work in a foreign country. 2. Supplier represents that it is familiar with the FCPA and its purposes; and that, in particular, it is familiar with the prohibition against paying or giving of anything of value, either directly or indirectly, by an American company to an official of a foreign government for the purpose of influencing an act or decision in his official capacity, or inducing him to use his influence with that government, to assist a company in obtaining or retaining business for or with, or directing business to, any person. 3. Supplier represents that none of its partners, purchasers, principals, and staff members are officials, officers, or representatives of any government or political party or candidates for political office. Supplier shall not use any part of its compensation for any purpose, and shall take no action, that would constitute a violation of any law of the United States (including the FCPA) or of any jurisdiction where it performs services or manufactures or sells goods. Purchaser represents that it does not desire and will not knowingly request any Work by Supplier that would or might constitute any such violation. 4. Purchaser may terminate the Agreement for default at any time, without any liability or obligation, if it believes, in good faith, that Supplier has violated this Article. Any action by Supplier which would or might constitute a violation of the FCPA, or a request for such action from Supplier's representative, shall result in immediate termination of the Agreement for default. Should Supplier ever receive, directly or indirectly, from any Purchaser representative a request that Supplier believes will or might violate the FCPA, Supplier shall immediately notify Purchaser's general counsel. 5. Purchaser may disclose the existence and terms of the Agreement, including the compensation provisions, at any time, for any reason and to whomever Purchaser's general counsel determines has a legitimate need to know the same including, without limitation, the United States government, the government of any country where the Work is performed or obtained, and any regulatory agency with jurisdiction over Purchaser. F. Supplier shall comply with the Occupational Safety and Health Act of 1970 and all rules, regulations, standards, requirements and revisions thereof or adopted pursuant thereto. G. Unless the Agreement otherwise provides, Supplier shall, at its own expense, obtain from appropriate governmental authorities all permits, inspections and licenses which are required for the Work and comply with all rules and regulations of insurance companies which have insured any of the Work. H. Any costs, fines, penalties, awards, damages or other liabilities associated with any violations of this Article shall be borne and paid by Supplier. I. Supplier acknowledges and agrees that its employees, if given access to FirstEnergy’s (FirstEnergy Corp., its parent, subsidiaries and affiliates) Information and Control Systems, shall be required to sign a Network/Systems Access Agreement governing Supplier and such employees’ use of such systems. J. Supplier shall comply with all requirements of any governmental regulatory codes of conduct applicable to the Work . ARTICLE XII - LIMITATION OF LIABILITY/DAMAGES Under no circumstances shall Purchaser, its parent, subsidiaries and affiliates, be liable for any anticipated profits or for incidental, indirect, punitive or consequential damages. ARTICLE XIII - SUBCONTRACTING AND ASSIGNMENT A. The parties acknowledge that the Agreement is personal to the Supplier and Supplier may not assign any rights or claims, or delegate any duties under the Agreement, in whole or in part, without the prior written consent of Purchaser, which may be withheld at Purchaser’s sole reasonable discretion. In the event of any assignment or delegation permitted hereunder, Supplier shall continue to be liable for the performance of its obligations hereunder. For purposes of the Agreement, the term “assignment” shall include a transfer of Supplier’s rights hereunder, and/or a succession to its obligations hereunder (i) by operation of law, including a merger, consolidation, corporate reorganization, reclassification or liquidation of Supplier or a sale of all or substantially all of Supplier’s assets, or (ii) by a change in the control of Supplier. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of Supplier’s management and policies, whether through ownership of or the right to vote a majority of the voting stock in the case of a corporation, or the comparable interest in the case of any other entity, or by contract, or otherwise. B. If Supplier proposes to subcontract any of the Work hereunder, it shall submit to Purchaser the name of each proposed subcontractor(s) prior to engaging such subcontractor, with the proposed scope of the Work to be undertaken and such information about the subcontractor(s) as Purchaser may reasonably request. Purchaser may reject any and all subcontractors at its absolute sole discretion. Supplier shall not be relieved of any responsibility or obligations under the Agreement by subcontracting any portion of the Work, whether or not such proposed subcontract is approved by Purchaser. ARTICLE XIV - NON-WAIVER The delay or failure of either party to assert or enforce in any instance strict performance of any of the terms of the Agreement or to exercise any rights hereunder conferred, shall not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights at any later time or on any future occasion.

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ARTICLE XV – PROHIBITION OF PUBLICITY Supplier shall not refer to the Agreement or reference the Purchaser, its parent, subsidiaries and affiliates, directly or indirectly, in any media form, including customer lists, or in its advertising or promotional materials without the prior express written consent of Purchaser. ARTICLE XVI – CONFIDENTIALITY A. Supplier acknowledges and agrees that communications for the purpose of proposing to or working for Purchaser has and/or will entail the disclosure, observation and display of Purchaser’s information and materials to Supplier that are proprietary, confidential and trade secrets, which include, but are not limited to computer software, screens, user interfaces, systems designs and documentation, processes, methods, fees, charges, know-how and any result from the Work performed, new discoveries, Intellectual Property (as defined above) and improvements to Supplier’s products made for or on behalf of Purchaser (singly and collectively) are referred to herein as " Confidential Information". B. With regard to such Confidential Information, whether or not labeled or specified as confidential, proprietary or trade secret, Supplier agrees: (1) to use the Confidential Information solely for the purpose of making proposals to or working under the Agreement with Purchaser; (2) not to disclose or transfer the Confidential Information to others without Purchaser’s prior written permission, except that Supplier will not be prevented from disclosing or transferring such Confidential Information to those employees of Supplier who reasonably require the Confidential Information for the purposes authorized herein and that prior to making any such disclosures or transfers, each employee will be encumbered with the duty and obligation to maintain the Confidential Information in confidence and not to use such Confidential Information for any purpose other than in accordance with the terms and conditions of the Agreement; (3) to ensure that each Assigned Employee performing Work on Purchaser’s IT project shall have a signed Non-Disclosure Agreement on file with Supplier and available to Purchaser upon request; and (4) to incorporate the above provisions in all Supplier’s agreements with its subcontractors, agents and assigns. C. Supplier will not be prevented from using or disclosing Confidential Information which Supplier can establish by documentary evidence: (1) is or has become generally known to, or readily ascertainable by, the public without the fault or omission of the Supplier or its employees or agents; or (2) was already known to Supplier prior to the first disclosure of such information to Supplier by Purchaser; or (3) was received by Supplier without restrictions as to its use from a third party who is lawfully in possession and not restricted as to the use thereof; or (4) is required to be disclosed by law or by order of a court of competent jurisdiction; or (5) was independently developed by Supplier through persons who have not had, either directly or indirectly, access to or knowledge of similar information provided by Purchaser. If Supplier is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, Civil Investigative Demand or similar process, or otherwise in compliance with applicable law) to disclose any Confidential Information supplied to Supplier in its course of dealings with Purchaser, Supplier shall provide Purchaser with prompt notice of such request(s) so that Purchaser may seek an appropriate protective order and shall itself use appropriate efforts to limit the disclosure and maintain confidentiality to the maximum extent possible. D. Supplier agrees that it will not copy the Confidential Information in whole or in part, or use all or any part of the Confidential Information to reverse engineer, duplicate the function, sequence or organization of the Confidential Information for any purpose other than designing and testing an important interface with the Supplier’s software without the prior written permission of Purchaser. E. All Confidential Information, including any copies thereof, in any media, in the possession or control of Supplier and Confidential Information embodied or included in any software or data files loaded or stored on computers in the possession or control of Supplier, its agents or employees, shall be removed and returned to Purchaser upon demand, but no later than the completion and acceptance of Work for Purchaser. F. Supplier acknowledges and agrees that Purchaser possesses valuable know-how, proprietary, confidential and trade secret information that has been procured or developed by Purchaser and that its unauthorized disclosure would result in substantial damages to Purchaser that may not be adequately compensated by monetary relief. Accordingly, Supplier hereby consents to the jurisdiction of the Federal and County Courts in Summit County, Ohio and agrees that Purchaser may seek temporary restraining orders against it or other extraordinary relief necessary to protect the Confidential Information. G. The confidentiality and non-use obligations of Supplier under Article XVI shall survive the expiration or termination of the Agreement. ARTICLE XVII – SEVERABILITY If any portion of the Agreement is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of the Agreement, 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 provision. ARTICLE XVIII - FORCE MAJEURE Neither party shall be liable to the other for any expenses, loss or damage resulting from delays, disruption, interferences, hindrances, impacts, or prevention of performance arising from causes beyond its reasonable control including by fire, flood, accident, epidemic, strikes, civil commotion, governmental or military authority, insurrection, riots, embargoes or acts of God or public enemy. In the event of any delay, disruption, interference, hindrance, or impacts arising by reason of any of the foregoing events, the time for performance shall be extended by a period of time equal to the time lost by reason thereof. The affected party will notify the other party in writing as soon as reasonably practical (but no later than within forty-eight (48) hours) of the affected party becoming aware of a force majeure occurrence as defined herein which will or has caused a delay, disruption, interference, hindrance, or impact. Within a reasonable period of time of such occurrence, the affected party will further define the precise cause or causes, the measures taken or to be taken

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to minimize, the time table by which the measures will be implemented, the duration of the delay, disruption, interference, hindrance, or impact, the extension of time for performance of the Agreement and documented evidence that supports the claim. The non-affected party will review the claim and advise the affected party in writing of the decision regarding the claim for extension of time for performance of the Agreement. ARTICLE XIX – SALES TAX Taxes, if any, shall be shown separately on any bids or invoices sent to Purchaser. Direct Payment Permit Numbers authorizing purchase of tangible personal property without payment of the tax at the time of purchase have been issued by various states to Purchaser. The Direct Payment Permit Numbers/Sales Tax Exemptions by state are as follows: Maryland The Potomac Edison Company - Direct Pay Permit issued but unnumbered Allegheny Energy Supply Company - Sales Tax Exemption Certificate is available upon request In Maryland, Sales and Use Tax Regulations 03.06.01.32-2 and 03.06.01.19.C.(3) provide for tax-exempt purchase of materials used in a production activity by contractors performing real property construction, improvements, alterations and repairs. In order to qualify for tax exemption, the property must be used directly and predominantly in the production activity of generating electricity for sale. Contract bids should be submitted accordingly. The successful bidder will be issued a Maryland Sales and Use Tax Exemption Certificate upon request to permit tax-exempt purchase of qualifying materials. Michigan - Sales Tax Exemption Certificate is available upon request New Jersey - Jersey Central Power and Light Company - DP-210-485-010 Ohio American Transmission Systems, Inc - 98-002721 FirstEnergy Generation Company - 98-002723 FirstEnergy Nuclear Operating Company - 98-002722 Ohio Edison Company - 98-001123 The Cleveland Electric Illuminating Company - 98-000312 The Toledo Edison Company - 98-001495 In Ohio, Direct Payment Permits do not apply to construction contracts under which the supplier is considered to be a consumer and liable for the tax on materials incorporated into a structure or improvement as provided in Section 5739.01 (B) Ohio Revised Code. Pennsylvania FirstEnergy Generation Company - 00398 FirstEnergy Nuclear Operating Company - 00399 Metropolitan Edison Company - 00135 Pennsylvania Electric Company - 00127 Pennsylvania Power Company - 00128 West Penn Power Company - 00290 Allegheny Energy Supply Company - Sales Tax Exemption Certificate is available upon request Trans-Allegheny Interstate Line Company - Sales Tax Exemption Certificate is available upon request Pennsylvania Direct Payment Permits do not apply to construction contracts under which a supplier is considered to be the consumer and liable for the tax on materials incorporated into the property of Pennsylvania companies. Pennsylvania Sales and Use Tax Regulations Sections 31.11 through 31.16 provide for tax-exempt purchase of materials by a supplier for those materials that will be incorporated into and become a part of the property of Pennsylvania companies. In order to qualify, the property must be directly used in the rendition of the Public Utility Service. Contract bids should be submitted accordingly. The successful bidder will be issued a properly executed "Certification" form upon request to permit tax-exempt purchase of qualifying materials. West Virginia Allegheny Energy Supply Company - 94-2-002482 Monongahela Power Company - 91-1-024150 PATH Allegheny Transmission Company - L-2000193792 The Potomac Edison Company - 91-1-086241 Trans-Allegheny Interstate Line Company - L-1375690752 West Penn Power Company - 91-1-064620

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In West Virginia, Direct Payment Permits will apply to contractors performing construction contracting services. West Virginia Sales and Use Tax Regulation Section 11-15-9-(b) (2), and Administrative Notice 2007-19, provide for tax exemption for services, machinery, supplies and materials directly used or consumed in the activities of generation/ production/ selling of electric power, provision of a public utility service, operation of a utility service/utility business or transmission of electricity by wires. Contract bids should be submitted accordingly. The successful bidder will be issued a WV Contractor Tax Exemption Instructions form upon request for items qualifying for tax exemption. When Direct Payment Permits apply, Purchaser agrees to maintain adequate records of all purchases and pay tax on the taxable items directly to the Treasurer of each respective State. Questions concerning Pennsylvania, New Jersey and Ohio sales taxes call General Taxes at (973) 401-8383. Questions concerning Maryland, Virginia and West Virginia sales taxes call General Taxes at (724) 838-6490. ARTICLE XX - DISPUTE RESOLUTION A. Business-Level Performance Review. The appropriate business representative of each party shall meet as often as shall reasonably be required to review the performance of the parties under the Agreement and to resolve any disputes. Written minutes of such meetings shall be kept by the parties. If these representatives are unable to resolve a dispute within five (5) business days after the initial request for a meeting, then the dispute shall be submitted to Senior Executive Review as provided for in Article XX (B). B. Senior Executive Review. If the Business-Level Performance Review does not result in successful resolution of the dispute, Supplier will appoint a senior executive who is managing the Work provided under the Agreement and the senior executive performing the functional equivalent at Purchaser shall meet in an effort to resolve the dispute. Written minutes of such meetings shall be kept by the parties. C. Court Enforcement. Notwithstanding these dispute resolution procedures, either party may apply to any court having jurisdiction as provided in Article XXI for any reason. D. Dispute Resolution Guidelines. The following guidelines shall apply to any resolution of a dispute reached pursuant to this Article: 1. No party will be required to perform within time frames that are unreasonable; and 2. No party will be required to act, or be prohibited from acting, if such action or failure to act will materially harm Purchaser or Supplier, as the case may be. 3. Continued Performance. Except where clearly prevented by the issue in dispute, the parties shall continue performing their obligations under the Agreement while the dispute is being resolved under this Article XX unless and until the dispute is resolved or until the Agreement is terminated as provided herein. 4. Equitable Relief. Notwithstanding anything contained in the Agreement to the contrary, the parties shall be entitled to seek injunctive or other equitable relief whenever the facts or circumstances would permit a party to seek such equitable relief in a court of competent jurisdiction as provided in Article XXI. ARTICLE XXI – GOVERNING LAW Any and all matters of dispute between the parties, whether arising from the Agreement itself, or arising from alleged extra-contractual facts prior to, during or subsequent to formation of the Agreement, shall be governed, construed, and enforced in accordance with the laws of the State of Ohio regardless of the theory upon which such matter is asserted. The parties expressly exclude the applicability of the United Nations Convention on Contracts for the International Sale of Goods, if the same would otherwise apply here. Any legal suit, action, or proceeding to collect payment due hereunder from Purchaser, or otherwise arising out of or relating to the Agreement, may be (and, if against Purchaser, must exclusively be) instituted in a State or Federal Court in the County of Summit, State of Ohio, and Supplier waives any objection which it may have now or hereafter to the laying of the venue of any such suit, action or proceeding and hereby irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. ARTICLE XXII – INTERPRETATION The following principles of interpretation shall apply to the Agreement: (i) paragraph headings and captions are inserted for convenience only and shall not be considered in construing intent; (ii) neither Purchaser nor Supplier shall be considered to be the party responsible for the drafting of any particular provision of the Agreement; (iii) the words “hereof,” “herein,” “hereunder,” and words of similar import shall refer to the Agreement as a whole and not to any particular provision hereof; (iv) the word “including” means “including, but not limited to” and shall be interpreted as broadly as possible; (v) words in the singular include the plural and vice versa; (vi) all references to “days” shall be calendar days (and not merely business days, unless the Agreement so states); (vii) any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction and the provision that is prohibited or unenforceable shall be reformed or modified to reflect the parties’ intent to the maximum extent permitted by applicable legal requirements; and (viii) if any conflict arises between a term defined in this document and a term (defined or otherwise) contained in another document comprising a part of the Agreement, the conflict shall be resolved in favor of the more specific defined term unless the context clearly indicates otherwise or such a resolution would deny or dilute Purchaser’s rights or benefits under the Agreement. ARTICLE XXIII - EXECUTION AND COUNTERPARTS

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The Agreement may be executed in multiple counterparts, which taken together shall constitute an original without the necessity of all parties signing the same page or the same documents, and may be executed by signatures to electronically or telephonically transmitted counterparts in lieu of original printed or photocopied documents. Signatures transmitted by facsimile shall be considered original signatures.

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EXHIBIT A STATEMENT OF WORK # _____________ This Statement of Work (SOW) is issued pursuant to the Agreement dated as of ____________, between FirstEnergy Service Company (Purchaser), and _____________ (Supplier). This SOW may not be modified except in a writing signed by both parties. Should any conflict occur between the SOW and any other provision of the Agreement, the SOW shall take precedence only when and to the extent that such does not result in any way in the dilution or diminution of the rights or benefits of the Purchaser under the Agreement. This SOW must be executed by Supplier and returned to Purchaser (Attention: _____________- Corporate Services) no later than _______________. 1. ASSIGNED EMPLOYEE

The services of ____________ will be contracted through __________________. Effective ____________ the billing rate will be $____/hr through the end of term, ______________________. 2. STATEMENT OF WORK

The Assigned Employee will be under the supervision of ___________________ at Purchaser’s Site _____________ located at ______________. Work performed by Assigned Employees at Purchaser’s Site will use hardware, software, and facilities provided by Purchaser. Assigned Employee(s)’s responsibilities shall include, but not be limited to, the following:

3.

TERM

The term of this SOW may be extended by written agreement of the parties. Purchaser may terminate or suspend this SOW as provided in the Agreement. 4. PAYMENT SCHEDULE th Supplier will submit weekly detailed invoices to ISD Administrative Support – 12 Floor, FirstEnergy Corp., 76 South Main Street, Akron, Ohio 44308-1890, detailing hours worked by each Assigned Employee, and approved expenses (with receipts); invoices will be paid 2% 10 Net 45 days, disputes will be in writing. In the event of a fee dispute, Purchaser shall notify Supplier in writing, and may withhold payment or setoff payment against future invoices. 5. TRIAL PERIOD

The Assigned Employee’s first eighty (80) hours will be considered a trial period. If the Assigned Employee does not meet Purchaser’s’ requirements during the first eighty (80) hours, Purchaser may cancel the assignment and services and owe no fees for those first eighty (80) hours, except for approved expenses. 6. DESIGNATED REPRESENTATIVES

The following Purchaser Representative shall be authorized to administer this SOW on behalf of Purchaser: _____________. The following Supplier Representative shall be authorized to administer this SOW on behalf of Supplier: (NAME AND TITLE) Accepted by: FirstEnergy Service Company (Purchaser) Signature: Name: _ Supplier Signature: Name:

HITSS REV 25 FINAL (2-15-11) (8-1-12) (10-22-12)

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Title: Date:

Title: Date:

HITSS REV 25 FINAL (2-15-11) (8-1-12) (10-22-12)

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