PowerHQ iFrame — Partner Onboarding Guide

Sample for review only — not for execution. The signed agreement provided by your partner manager governs.

Referral Partner Agreement — Blitz Ventures Inc., dba PowerHQ

This Independent Referral Partner Agreement (“Agreement”) is entered into the date set forth on the signature page by and between PowerHQ and the undersigned independent referral partner (the “Referral Partner”).

1. Independent Contractor

Referral Partner acknowledges and agrees that Referral Partner is an independent contractor and not an agent or employee of the Company. Referral Partner has sole discretion to determine when and during what hours Referral Partner will work to facilitate the production of work in the best interests of the customer as well as the methods and techniques that will best accomplish the project to be provided under this Agreement. However, Referral Partner warrants that such methods and techniques will be in accordance with best practices within Referral Partner’s profession and that Referral Partner has the requisite expertise, ability, and skill to render the service required by this Agreement. Referral Partner further agrees to supply all tools, equipment, and materials required to perform these services.

2. Proprietary Rights

All intellectual property rights in the Software Product and user documentation are owned by PowerHQ or its suppliers and are protected by law, including but not limited to United States copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the Software Product are the valuable trade secrets and confidential information of PowerHQ and its suppliers and may not be shared in part or in whole with any 3rd party unless authorized by PowerHQ in writing.

3. Limitation on Reverse Engineering

Referral Partner may not reverse engineer, decompile, disassemble or create derivative works of the Software Product. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to you. Unauthorized copying of the Software Product or failure to comply with the above restrictions will result in automatic termination of this Agreement and will constitute immediate, irreparable harm to PowerHQ for which monetary damages would be an inadequate remedy, in which case injunctive relief will be an appropriate remedy for such breach.

4. Conflicts

Nothing in this Agreement is intended to preclude Referral Partner from performing services for other entities and individuals.

5. Compensation

5.1 Fees. PowerHQ will pay Referral Partner the amounts, and on the basis, set forth in Exhibit A (the rate structure). All amounts payable under Exhibit A are “Fees.” For purposes of this Agreement and Exhibit A: “Supplier” means a retail energy supplier with which PowerHQ contracts; “Referred Customer” means a prospective customer referred by Referral Partner that enrolls with a Supplier; “Services” means the PowerHQ platform and related services. Any capitalized term used in Exhibit A and not defined there has the meaning given in this Agreement.

5.2 Earned and Unearned Fees. A Fee is “Earned” only if each of the following is met: (a) the Referred Customer has entered into the applicable agreements with the Supplier in a form acceptable to the Supplier as a result of Referral Partner’s quote request on the Services; (b) the Supplier (or the applicable utility) receives payment from the Referred Customer for the services contracted for; (c) the Supplier remits to PowerHQ the commission for the Referred Customer, which occurs as the customer pays its bills; and (d) Referral Partner is not in breach of this Agreement. Paying any amount to Referral Partner does not mean a Fee has been Earned unless these conditions are met.

5.3 Reconciliation and Clawback. PowerHQ may deduct and clawback any Fee paid to Referral Partner if: (a) a Referred Customer’s Supplier agreement is cancelled or terminated before the first full month of service and a Fee was paid in advance; (b) a Fee based on the Referred Customer’s usage (estimated or actual) results in an overpayment after the usage is adjusted; (c) Referral Partner is in breach of this Agreement, including breach of the implied covenant of good faith and fair dealing, misconduct, or potentially fraudulent activity; or (d) an overpayment is made for any reason (each, an “Event of Clawback”). PowerHQ may recover overpaid amounts from any Fees owed to Referral Partner, including amounts arising from other Referred Customer agreements; if those are insufficient, Referral Partner will promptly reimburse PowerHQ for the amount at issue.

Referral Partner acknowledges that Supplier pricing is estimated based on anticipated usage as determined solely by the Supplier, that actual fees may vary if actual usage differs, and that Fees may therefore change and will be reconciled as described in this Section 5.

5.4 Payment. PowerHQ will pay Earned Fees by the 30th day of the month following PowerHQ’s receipt of the corresponding Supplier payment. Residential Fees are paid on the same basis — following PowerHQ’s receipt of the corresponding Supplier payment — and in all cases remain subject to Sections 5.2 and 5.3.

5.5 Records; No Guarantee. In any dispute regarding the calculation of Fees, PowerHQ’s tracking information, data, records, and reports will be determinative and will take precedence over data from any other source. PowerHQ makes no promise or guarantee regarding the amount of Fees, the number or value of referrals, or any level of earnings Referral Partner may receive under this Agreement.

6. Taxes

Neither federal, state, nor local payroll taxes of any kind, nor state disability insurance, will be paid or withheld on behalf of Referral Partner or its employees. Referral Partner will not be treated as an employee with respect to the services performed under this Agreement for federal or state tax purposes. Referral Partner understands that if it is not a corporation, it may be liable for self-employment (social security) tax to be paid as required by law.

7. Benefits

Because Referral Partner is engaged in its own independently established business, Referral Partner is not eligible for, and shall not participate in, any employee fringe benefit plan provided by Company to its employees of any kind or nature. No workers’ compensation insurance will be provided by Company for Referral Partner or any of its employees.

8. No Authority

Referral Partner has no authority to bind the Company, to enter into any contracts or agreements on behalf of Company, or to represent that it has the authority to do so. This Agreement does not create a partnership, joint venture, agency, or loaned servant arrangement between the parties.

9. Indemnification

Each Party will defend, indemnify, and hold harmless the other Party and its owners, officers, directors, employees, parent company(s), members and agents, from and against any and all liabilities, claims, charges, fees, penalties or fines incurred or claimed and resulting from or related to: (i) any breach or default of a Party’s tax obligations hereunder; (ii) any of a Party’s negligent acts or omissions or willful misconduct or any such act, omission or conduct on the part of such Party’s employees or agents; or (iii) claims from third parties used or employed by the Parties in furtherance of this Agreement. These indemnification obligations will survive termination or expiration of this Agreement.

10. Statements

Referral Partner agrees to refrain from making any public or private statement about Company or its officers or employees that would be injurious to Company’s business or reputation or that would, directly or indirectly, interfere with the business of Company.

11. Termination

Either party may terminate this Agreement upon written notice to the other. Work in progress shall be completed prior to giving notice or ample notice shall be given to secure alternative means to complete the work. All Fees earned as a result of Referral Partner’s efforts pursuant to this Agreement shall be paid in accordance with the terms and conditions hereto.

12. Damages

If either party breaches any term of this Agreement, the other party shall have any and all other available remedies.

13. Arbitration

If a dispute arises out of or relating to the agreement, the parties agree to engage in negotiations to seek to resolve the dispute amicably between their appointed representatives with sufficient authority to settle the dispute. This negotiation period shall not exceed more than 30 business days. If the dispute cannot be settled through negotiation, such dispute shall be settled by arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules, by a panel of one arbitrator, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

14. Successors

This Agreement shall be binding on and inure to the benefit of the parties and their heirs, successors, and assigns.

15. Applicable Law

This Agreement shall be governed by and interpreted under Texas law. The exclusive venue for any controversy arising under this Agreement will be the state or federal courts of Dallas County, Texas.

16. Severability

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severable, and the remaining provisions of this Agreement will be fully enforceable.

17. Non-waiver

The failure of either party at any time to require the performance by the other party of any provision of this Agreement shall in no way affect that party’s right to subsequently enforce that provision.

18. Survival

The provisions of paragraphs 1, 2, 3, 5, 6, 9, 10, 13, 15, 21, and 22 of this Agreement shall survive the termination of the business relationship between the parties.

19. Compliance with Laws and Marketing Conduct

Referral Partner will comply with all applicable laws, rules, and regulations in performing under this Agreement, including without limitation the Telephone Consumer Protection Act, all federal and state Do-Not-Call and telemarketing rules, and the Federal Trade Commission’s advertising and disclosure guidelines. Referral Partner will market PowerHQ’s and the Suppliers’ products only using the scripts, materials, and disclosures approved by PowerHQ in writing, and will not make any false, misleading, or unauthorized representation. PowerHQ may update its approved materials from time to time, and Referral Partner will implement such updates promptly. Referral Partner is responsible for the compliance of its employees, agents, and subcontractors.

20. Representations and Warranties

Each party represents and warrants that it has the authority to enter into and perform this Agreement. Referral Partner further represents and warrants that: (a) it will comply with all applicable laws in connection with this Agreement; (b) all information it provides to PowerHQ is and will remain true, accurate, and current; and (c) its activities under this Agreement will not infringe or violate the rights of any third party. Except as expressly stated in this Agreement, neither party makes any other warranty, express or implied.

21. Confidentiality

Each party may receive confidential or proprietary information of the other in connection with this Agreement, including pricing, customer data, and platform information (“Confidential Information”). Each party will use the other’s Confidential Information only to perform under this Agreement and will not disclose it to any third party without the other party’s prior written consent. Upon termination, each party will return or destroy the other’s Confidential Information in its possession or control. This Section survives termination.

22. Limitation of Liability

Except for a party’s indemnification obligations, breach of confidentiality, or PowerHQ’s obligation to pay earned Fees, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, arising out of or relating to this Agreement, even if advised of the possibility of such damages. This Section survives termination.

23. Entire Agreement

This Agreement, together with Exhibit A, embodies the entire agreement between the parties with respect to its subject matter, and it supersedes all prior agreements, whether written or oral. No amendment of this Agreement shall be effective unless in writing and signed by both parties.

Signature blocks (Commencement Date, authorized signatories for Blitz Ventures Inc., dba PowerHQ and the Referral Partner) appear in the executed version.

Sample for review only — not for execution. The signed Exhibit A provided by your partner manager governs your compensation terms.

Exhibit A — Compensation Schedule

Referral Partner Agreement

This Exhibit sets out the rate structure only. All amounts payable under this Exhibit are “Fees” and are governed by the Agreement, including its earned-fee, reconciliation, and clawback provisions (Section 5).

Part 1: Residential Compensation

PowerHQ will pay to Referral Partner a Fee per residential customer contract, as designated by meter type of the local utility, that successfully enrolls with a PowerHQ retail supplier. The applicable tier is determined by the total number of successfully enrolled residential customers within each calendar month, and the achieved tier rate applies retroactively to all orders within that month.

Tier counts reset to zero at the start of each calendar month.

Part 2: Commercial Compensation

Commercial compensation is determined by how the referred customer account is closed — digitally (self-served) through the PowerHQ platform or with direct assistance — with annual estimated usage (kWh) serving only as an approximate guide, as follows:

2A. Small Commercial — Digital Close (self-served; approx. up to 100,000 kWh/year)

Referral Partner will receive residual Fees on all commercial customer accounts that are quoted and closed digitally (self-served) through the PowerHQ platform. These are generally smaller accounts — typically with an annual estimated usage of approximately 100,000 kWh or less — but the digital, self-served close is the determining factor, and the usage figure is only an approximation.

Fee. Referral Partner’s Fee for the account is the commission PowerHQ earns on it, less a Platform Fee of $0.003 per kWh of billed usage (never less than zero).

Example: $0.009/kWh commission − $0.003/kWh Platform Fee = $0.006/kWh Fee to Referral Partner.

2B. Medium to Large Commercial — Qualified Lead Referral (direct-assistance; approx. over 100,000 kWh/year)

Commercial accounts that cannot be self-served digitally and require direct assistance to close will be paid a Fee on a per-lead basis. These are generally medium to large accounts — typically with an annual estimated usage of approximately 100,000 kWh or more — but the need for direct (non-digital) handling is the determining factor, and the usage figure is only an approximation.

A “Qualified Lead” is defined as a referral that: (i) is not a duplicate of an existing entry in the PowerHQ platform; and (ii) contains accurate and verifiable business information, including business name, contact name, and phone number.

PowerHQ may update the rates in this Exhibit on no less than 30 days’ prior written notice. Rates in effect when a deal is booked continue to apply to that deal.

Signature blocks (authorized signatories for Blitz Ventures Inc., dba PowerHQ and the Referral Partner) appear in the executed version.