Realgy Energy Services Sales Policies

Realgy Energy Services

Sales Policy and Stake Holders Practices

POLICY

It is the Company's Sales Policy and Stake Holders Practices (Sales Policy) to manage and operate business activities in conformity with applicable laws and high ethical standards. Both the Board of Directors and management are determined to comply fully with the law, and to maintain the Company's reputation for integrity and fairness in business dealings with others.

SCOPE

This policy applies to all employees, agents, sub-agents, marketers, administrators, affiliates, clients and trading partners (Stake Holders).

RESPONSIBILITY

All Stake Holders are expected to adhere to all ethical and legal standards as outlined in this policy and to preserve the Company's integrity and reputation.

PROVISIONS

1. Financial Record-Keeping

It is the policy of the Company to fully and fairly disclose the financial condition of sales to all parties according to their interest in the matter. Company will not keep separate set of books with different pricing, costs or the allocation of costs. The Company will comply with applicable accounting principles, laws, rules and regulations and to make full, fair, accurate, timely and understandable disclosure in our periodic reports filed with our agents, affiliates, trade partners and government agencies. The Company's accounting records are relied upon to produce reports for the Company's management, Stake Holders, rating agencies, investors, creditors, the and other governmental agencies and others. Therefore, our financial statements and the books and records on which they are based must accurately reflect all Company transactions and conform to all legal and accounting requirements. Our system of internal control is designed to provide this information.

All Stack Holders have a responsibility to ensure that the Company's accounting records do not contain any false or intentionally misleading entries. Information on which our accounting records are based is the responsibility of all Stack Holders.

We do not permit intentional misclassification of transactions as to accounts, departments or accounting periods. In particular we require that:

all Company accounting records, as well as reports produced from those records, are kept and presented in accordance with the laws of each applicable jurisdiction;
all records fairly and accurately reflect the transactions or occurrences to which they relate;
all records fairly and accurately reflect in reasonable detail the Company's assets, liabilities, revenues and expenses;
the Company's accounting records do not contain any intentionally false or misleading entries;
no transactions are misclassified as to accounts, departments or accounting periods;
all transactions are supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period;
all Company accounting financial reports be prepared in accordance with generally accepted accounting principles; and
the Company's system of internal accounting controls, including compensation controls, to be followed at all times.

2. Improper Payments

No payment or transfer of Company funds or assets shall be made that is not authorized, properly accounted for and clearly identified on the Company's books. Payment or transfer of the Company's funds and assets are to be used only as specified in a Company contract or agreement.

No employee, officer or director may authorize any payment or use any funds or assets for a bribe, "kickback," or similar payment that is directly or indirectly for the benefit of any individual (including any government official, agent or employee anywhere in the world), company or organization in the United States or any foreign country, and which is designed to secure favorable treatment for the Company. Under federal legislation it is a felony to make payments of this kind to foreign government officials.

3. Political Contributions

It is the Company's policy not to contribute any Company funds or assets to any political party, committee, organization, or candidate for any office (federal, state or local) in the United States or any foreign country. Stake Holders may, on their own time, support individual candidates or political committees, all subject to applicable laws, and may make voluntary contributions to such candidates or committees, including any Company-related political action committee.

4. Acceptance of Payments

Stake Holders may not seek or accept either directly or indirectly, any payments, fees, services, or other gratuities (irrespective of size or amount) outside the normal course of the business duties outlined by agreement with Company from any other person, company or organization that does or seeks to do business with the Company. Gifts of cash or cash equivalents of any amount are strictly prohibited. The receipt of common courtesies, sales promotion items of nominal value, occasional meals, and reasonable entertainment appropriate to a business relationship and associated with business discussions are permissible.

5. Business Entertainment

All solicitations or dealings with prospects, customers, or others doing or seeking to do business with the Company shall be conducted solely on a basis that reflects both the Company's best business interests and its high ethical standards. The Company does permit the providing of common courtesies, entertainment, and occasional meals for potential or actual prospects, customers or others involved with the Company's business, in a manner appropriate to the Company's relationship and associated with business discussions. Expenses in this connection must be reasonable, customary and properly authorized.

6. Conflicts of Interest

The Company expects all Stake Holders to exercise good judgment and the highest ethical standards in private activities outside the Company that in any way can affect the Company. They shall at all times exercise particular care that no detriment to the interest of the Company may result from a conflict between those interests and any personal or business interests which the individual may have. In particular, every Stake Holder has an obligation to avoid any activity, agreement, business investment or interest or other situation that might, in fact or in appearance, cause an individual to place his or her own interest, or that of any other person or entity, above his or her obligation to the Company. The words "in appearance" should be noted particularly since the appearance of an action might tend to impair confidence even if the individual may not actually do anything wrong.

To this end, Stake Holders must avoid any investments, associations or other relationships that could conflict with the Stake Holders responsibility to serve prospects and customers through the services or products of the Company. Any potential conflicts of interest must be reported immediately to the Company’s Managing Partner.

Specific conflict of interests include but are not limited to; (i) providing other marketers Confidential Company information so as to expose our pricing, terms and conditions influence a bid or sale of Company services or products (ii) stake Holders soliciting customers to switch service from Company to another marketer and (iii) providing Company products and services under a separate agreement to a prospect or customer.

7. Company Opportunity

No Stake Holder shall for personal or any other person's or entity's gain deprive the Company of any business opportunity or benefit which could be construed as related to the Company’s existing products and services who learn of any such opportunity through their association with the Company may not disclose it to a third party or invest in the opportunity without first offering it to the Company.

8. Confidentiality

All Stake Holders, employees, officers and directors are responsible for safeguarding and keeping confidential any information that the Company considers to be of a confidential or sensitive nature. Such information includes, but is not limited to financial records and reports, marketing and strategic planning information, employee-related documents, unpublished manuscripts as well as Company customer and prospect information relating to potential mergers and acquisitions, stock splits and divestitures, and other materials that the Company would not want disclosed to a competitor or any unauthorized recipient, or that might be harmful to the Company or its customers if disclosed whether or not such information is marked "confidential." Confidential information also includes information concerning possible transactions with other companies or information about the Company's customers, suppliers or joint venture partners, which the Company is under an obligation to maintain as confidential. Stack Holders may not use Confidential Information for their own personal benefit or the benefit of persons or entities outside the Company, and must exercise caution and discretion with respect to any appropriate temporary removal of confidential or sensitive information from the Company's premises, and should safeguard the information from unintended disclosure or loss. Stack Holders must at all times adhere to the Company's policies regarding the transmission and storage of the Company's confidential and sensitive business records.

9. Compliance With Laws and Regulations

The Company requires its Stack Holders to comply with all applicable laws and regulations in countries where the Company does business. Violation of domestic or foreign laws and regulations may subject an individual, as well as the Company, to civil and/or criminal penalties. Stack Holders have an obligation to comply with all laws and regulations and policies and procedures and to promptly alert Company of any deviation from them.

(a) Antitrust

It is the Company's policy to comply with the letter and spirit of all applicable antitrust laws. If the legality of any contemplated transaction, agreement or arrangement is in doubt, employees must consult with a Company staff attorney.

Discussions with competitors regarding the Company's prices, credit terms, terms and conditions of sale, strategies or other confidential, sensitive or proprietary information are not permissible. This applies both to individual discussions and to participation in trade and professional associations and other business organizations. If a competitor initiates such a discussion, the Stake Holder should refuse to participate or request that Company counsel be contacted.

(b) Privacy

The Company collects personal information (“Personal Information”) for the purpose of fulfilling service requests or to provide information on Company products, services and related information.

The Personal Information submitted will be stored in a database that will be located at our protected servers. The Personal Information may be disclosed to our affiliated entities and to third party service providers to the extent that they need access to your information.

The Company will protect Personal Information in accordance with Company’s privacy policy: which includes taking appropriate technical, organizational, and legal steps to protect your personal information.

10. Fair Dealing

Each Stake Holder should endeavor to deal fairly with the Company's customers, prospects, suppliers, competitors and employees. No one should take unfair advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. Information about the Company's competitors must be used in an ethical manner and in compliance with the law. Under no circumstance should information be obtained through theft, illegal entry, blackmail, or electronic eavesdropping, or through Stack Holders misrepresenting their affiliation with the Company or their identity. Any proprietary or non-public information about the Company's competitors should not be used if it is suspected that such information has been obtained improperly.

11. Duty to Report Violations

Each Stake holder is responsible for promptly reporting to the Company any circumstances that such person believes in good faith may constitute a violation of this policy. Except as provided in the next paragraph, suspected policy violations are to be reported (including confidential and anonymous reports) to the Company's Managing Partner.

No retribution against any individual who reports violations of this Policy in good faith will be permitted. However, the reporting of a violation will not excuse the violation itself. The Company will investigate any matter which is reported and will take any appropriate corrective action.

12. Violations of Policy

Violations of any of the foregoing provisions that expose the Company to financial loss, possible lawsuits and possible criminal action will have their relationship terminated immediately as a Material Breech. Stake Holders who violate this policy are subject to appropriate disciplinary action, up to and including termination of future dealing with Company, contract(s) or working relationship. Any alleged violations of this Policy will be reviewed by the Company' and others to determine the appropriate action to take.

A Material Breech is breach of the Sales Policy that in the review and determination of the Company management meets all of the following criteria; is deliberate, causes an immediate calculable financial loss to the Company and is indeterminable in its scope or is intended to produce ongoing injury to the other party. A Material Breach by a Stake Holder will be met with immediate cancellation of ongoing business with the Company by the Stake Holder and a voiding of all existing contracts and agreements between the parties. In voiding of any contracts or agreements by the Company, the Company will have no obligations to the Stake Holder and any residual or ongoing commitments contemplated in any agreement or contract between the parities will be retroactively vacated.