2/10/2014

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Time Warner Cable Business Class ServicesBusiness Partner Referral Program:

Enrollment Package

Instructions:

All information must be typed with the exception of participants signatures where required.

1) Complete Marketing Collaboration Agreement (pages 2 -7)a. Required fields on pages 2 & 6b. Signature required on page 6

2) Complete W-9a. Entity information, signature & date required (page 8)

3) Complete New Vendor Information Forma. All highlighted fields required (pages 9-11)b. OPTIONAL: If electing to enroll in Direct Deposit, please complete the ACH form on page

12. Signature required. (page 12)

4) Print Business Partner Referral Program Enrollment Package

5) Physically sign all designated signature fieldsa. Marketing Collaboration Agreement (page 6)b. W-9 (page 8)c. OPTIONAL: ACH Form (page 12)

6) Scan and email executed Enrollment Package to BPRP.registration@twcable.com

New business partner registration typically takes 2-4 weeks. Approved partners will receive e-mailconfirmation upon registration completion.

The terms of this agreement, as written, are necessary to ensure a seamless process for approvals andon-boarding, so please do not edit, mark, or write anywhere in the Agreement except the areas tocomplete the form.

TIME WARNER CABLE BUSINESS CLASS SERVICES

MARKETING COLLABORATION AGREEMENT

This Time Warner Cable Business Class Services Marketing Collaboration Agreement (“Agreement”),

effective as of ________, 20__ (the “Effective Date”), is by and between (“Company”), with a principal place of business at , and Time Warner Cable Enterprises LLC (“TWC”), with a principal place of business at 60 Columbus Circle, New York, NY 10023.

WHEREAS, TWC is in the business of providing the video services, internet services, site connectivity, and voice communications services set forth on Exhibit A (the “Services”) to commercial customers in TWC’s operating areas (which is defined by TWC’s internal operating procedures and is subject to amendment by TWC from time to time) (the “Territory”); and

WHEREAS, TWC desires to expand its commercial customer base to include a greater number of active commercial customers in the Territory; and

WHEREAS, TWC desires to use Company’s services on a nonexclusive basis to promote and market the Services to prospective commercial customers within the Territory, and TWC has agreed to compensate Company for such services, all as set forth in this Agreement.

NOW, THEREFORE, intending to be legally bound, TWC and Company agree as follows: 1. Appointment. Subject to the terms and conditions of this Agreement, TWC hereby appoints Company,

and Company hereby accepts such appointment, as a non-exclusive independent representative for the promotion and marketing of the Services to potential commercial customers located within the Territory (“Targets”). Subject to the terms and conditions of this Agreement, TWC authorizes Company, in and limited to the Territory, to (a) market and promote Services to Targets and (b) refer such Targets to TWC. Company has no authority to, and agrees that it will not, directly or indirectly, solicit Targets that: (i) are publicly-funded educational programs or entities; (ii) are multi-dwelling units (“MDUs”); (iii) are residential customers; (iv) are existing TWC commercial services customers, except as provided herein; (v) are providers of communications services, whether as private or common carriers; (vi) constitute businesses that are owned by Company or with which Company is otherwise affiliated; (vii) are located outside of the Territory; or (viii) are purchasing TWC’s Business Class National Teleworker Service or any other product or service of TWC that does not constitute part of the “Services”, as that term is defined in this Agreement (each of Section 1(i) – 1(ix) an “Excluded Target”). Excluded Targets will be considered rejected Targets pursuant to this Agreement. Notwithstanding anything to the contrary in Section 1 (iv), Company may solicit Targets that are existing TWC commercial services customers so long as the solicitation relates to a line of business (internet, phone, cable, and ethernet) (“Line of Business”) that TWC is not currently providing to such customer.

2. Company Obligations.

2.1. Company will use commercially reasonable efforts to refer, market and promote Services to Targets and refer such Targets to TWC, in accordance with the terms and conditions of this Agreement. Company (a) will avoid deceptive, misleading or unethical practices that are or might be detrimental to TWC, the Services, or the public; (b) will not make false or misleading representations with regard to TWC or the Services; (c) will not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to TWC or the Services; (d) will not make representations, warranties or guarantees to Targets or to the trade with respect to the specifications, features or capabilities of the Services that are inconsistent with the literature distributed by TWC, or that purport to be on behalf of TWC or in TWC’s name; and (e) will not make any representation(s), express or implied, that Company is an employee, partner or joint venture of TWC, or that Company has any authority to bind TWC, by contract or otherwise. Company will maintain records of its activities hereunder and will permit TWC to review such records upon reasonable prior written notice from TWC to determine Company’s compliance with this Agreement.

2.2. Company, at its expense, will comply with all local, state and federal laws and regulations applicable to its performance hereunder (including without limitation all laws relating to consumer protection and unfair trade practices) and will obtain, renew, and maintain any license or permit necessary for the conduct of Company’s business.

2.3. TWC grants Company a limited, nonexclusive, nontransferable right during the Term to use, copy and distribute in their entirety to Targets any TWC marketing and promotional materials regarding the Services provided by TWC to Company. Company shall not make use of TWC’s trademarks, service marks, logos or designations (the “TWC Marks”), other than as the same are included within TWC’s marketing and promotional materials provided to Company, without TWC’s prior written consent.

This Time Warner Cable Business Class Services Marketing Collaboration Agreement (“Agreement”), effective as of ________, 20____ (the “Effective Date”), is by and between ____________________________________________ (“Company”), with a principal place of business at _________________________________________________________________________________________________________________________________________ , and Time Warner CableEnterprises LLC (“TWC”), with a principal place of business at 60 Columbus Circle, New York, NY 10023.

TIME WARNER CABLE BUSINESS CLASS SERVICES

MARKETING COLLABORATION AGREEMENT

This Time Warner Cable Business Class Services Marketing Collaboration Agreement (“Agreement”),

effective as of ________, 20__ (the “Effective Date”), is by and between (“Company”), with a principal place of business at , and Time Warner Cable Enterprises LLC (“TWC”), with a principal place of business at 60 Columbus Circle, New York, NY 10023.

WHEREAS, TWC is in the business of providing the video services, internet services, site connectivity, and voice communications services set forth on Exhibit A (the “Services”) to commercial customers in TWC’s operating areas (which is defined by TWC’s internal operating procedures and is subject to amendment by TWC from time to time) (the “Territory”); and

WHEREAS, TWC desires to expand its commercial customer base to include a greater number of active commercial customers in the Territory; and

WHEREAS, TWC desires to use Company’s services on a nonexclusive basis to promote and market the Services to prospective commercial customers within the Territory, and TWC has agreed to compensate Company for such services, all as set forth in this Agreement.

NOW, THEREFORE, intending to be legally bound, TWC and Company agree as follows: 1. Appointment. Subject to the terms and conditions of this Agreement, TWC hereby appoints Company,

and Company hereby accepts such appointment, as a non-exclusive independent representative for the promotion and marketing of the Services to potential commercial customers located within the Territory (“Targets”). Subject to the terms and conditions of this Agreement, TWC authorizes Company, in and limited to the Territory, to (a) market and promote Services to Targets and (b) refer such Targets to TWC. Company has no authority to, and agrees that it will not, directly or indirectly, solicit Targets that: (i) are publicly-funded educational programs or entities; (ii) are multi-dwelling units (“MDUs”); (iii) are residential customers; (iv) are existing TWC commercial services customers, except as provided herein; (v) are providers of communications services, whether as private or common carriers; (vi) constitute businesses that are owned by Company or with which Company is otherwise affiliated; (vii) are located outside of the Territory; or (viii) are purchasing TWC’s Business Class National Teleworker Service or any other product or service of TWC that does not constitute part of the “Services”, as that term is defined in this Agreement (each of Section 1(i) – 1(ix) an “Excluded Target”). Excluded Targets will be considered rejected Targets pursuant to this Agreement. Notwithstanding anything to the contrary in Section 1 (iv), Company may solicit Targets that are existing TWC commercial services customers so long as the solicitation relates to a line of business (internet, phone, cable, and ethernet) (“Line of Business”) that TWC is not currently providing to such customer.

2. Company Obligations.

2.1. Company will use commercially reasonable efforts to refer, market and promote Services to Targets and refer such Targets to TWC, in accordance with the terms and conditions of this Agreement. Company (a) will avoid deceptive, misleading or unethical practices that are or might be detrimental to TWC, the Services, or the public; (b) will not make false or misleading representations with regard to TWC or the Services; (c) will not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to TWC or the Services; (d) will not make representations, warranties or guarantees to Targets or to the trade with respect to the specifications, features or capabilities of the Services that are inconsistent with the literature distributed by TWC, or that purport to be on behalf of TWC or in TWC’s name; and (e) will not make any representation(s), express or implied, that Company is an employee, partner or joint venture of TWC, or that Company has any authority to bind TWC, by contract or otherwise. Company will maintain records of its activities hereunder and will permit TWC to review such records upon reasonable prior written notice from TWC to determine Company’s compliance with this Agreement.

2.2. Company, at its expense, will comply with all local, state and federal laws and regulations applicable to its performance hereunder (including without limitation all laws relating to consumer protection and unfair trade practices) and will obtain, renew, and maintain any license or permit necessary for the conduct of Company’s business.

2.3. TWC grants Company a limited, nonexclusive, nontransferable right during the Term to use, copy and distribute in their entirety to Targets any TWC marketing and promotional materials regarding the Services provided by TWC to Company. Company shall not make use of TWC’s trademarks, service marks, logos or designations (the “TWC Marks”), other than as the same are included within TWC’s marketing and promotional materials provided to Company, without TWC’s prior written consent.

3. Term. This Agreement will commence on the Effective Date and continue for a period of one (1) year (the “Term”), unless earlier terminated in accordance with Section 11. This Agreement shall continue thereafter on a month-to-month basis unless terminated upon written notice by one of the parties giving at least thirty (30) days’ prior written notice to the other party.

4. Referral Process. Company will introduce TWC sales personnel to Targets and facilitate meetings between TWC sales personnel and Targets. For each Target that Company is referring to TWC, Company will submit an electronic Target lead form online as directed by TWC via an online point of interaction between TWC and Company (the “Portal”). Target referrals that are not submitted via the Portal will not be valid. In addition, Target leads that are submitted by Company via the Portal may not be considered valid, registered leads unless and until such referral registrations are approved in writing (which may include electronic notification) by a TWC Sales Manager or Director. If a TWC Sales Manager or Director electronically approves a Target lead that has been submitted by Company via the Portal, and such Target is not an Excluded Target (as defined in Section 1, above), then such Target will be considered an “Approved Lead” and the date the applicable Target lead form was submitted to the Website will be considered the “Lead Effective Date.” Approved Leads are valid for 180 days from the Lead Effective Date, meaning that if an Approved Lead has not executed an agreement for Services with TWC for a minimum one (1) year term within 180 days after the Lead Effective Date, (i) no Referral Fee will be owed with respect to the Target, and (ii) Company must submit a new lead form for the applicable Target via the Portal if Company would like to be eligible to earn a Referral Fee with respect to that Target. Nothing in this Agreement will obligate TWC to accept any introduction to a Target, and TWC will retain sole and absolute discretion to determine whether to negotiate with or enter into a transaction for Services with any Target.

5. Fee.

5.1. If any Approved Lead introduced to TWC by Company executes an agreement for a minimum one (1) year Service term with TWC within one hundred eighty (180) days of the applicable Lead Effective Date, TWC will pay to Company a one-time referral fee for the applicable Service(s) ordered by such Approved Lead as set forth on Exhibit A (“Referral Fee”). The parties agree that the Referral Fee will be a payment solely with respect to a particular Approved Lead, and that such payment will be the sole, exclusive, and final compensation due from TWC to Company with respect to Company’s referral of each such Approved Lead. The Referral Fees will be due and payable by TWC to Company sixty (60) days after TWC has installed the applicable Services ordered by the Approved Lead. Notwithstanding the foregoing, if an Approved Lead that executes a minimum one (1) year Service agreement with TWC disconnects Service(s) within the first six (6) months after the Service(s) have been installed by TWC, Company will refund to TWC the Referral Fee paid by TWC to Company with respect to such Approved Lead (or TWC, at its sole option, may set-off such amount of a previously paid Referral Fee from future Referral Fees owed by TWC to Company).

In no event will TWC pay any Referral Fee to Company hereunder with respect to any Target lead that (i) did not become an Approved Lead pursuant to Section 4 above prior to such Target lead’s placement of an order for Services with TWC; or (ii) constitutes an Excluded Target or other TWC-rejected Target. For the avoidance of doubt, this Agreement is intended only for the referral of new TWC customers and new Lines of Business to existing TWC customers by Company and TWC has no obligation to pay a Referral Fee based on any renewal or upgrade of an existing agreement between TWC and an existing TWC customer. Notwithstanding anything to the contrary herein, in the event that more than one person or entity, including, but not limited to, Company and TWC, is involved in the referral of an Approved Lead that results in an agreement for Services between such Target and TWC, TWC will generally pay the entire Referral Fee to the person or entity through the closed sale of an Approved Lead. In certain circumstances, however, TWC may elect in its discretion to apportion the Referral Fee hereunder between such entities.

5.2. For avoidance of doubt, and in accordance with the terms of Section 13 below, this Agreement supersedes all prior agreements between TWC and Company with respect to the promotion, marketing and referral services provided by Company (“Prior Agreements”).

6. No Agency. Company is engaged by TWC solely as an independent contractor and not as an agent, employee, joint venturer, or partner, and has no authority to bind TWC to any third party, by contract or otherwise. Company will not have, and will not represent that it has, any authority to assume or create any obligation, express or implied, to enter into any agreements regarding Services, or to make any warranties or representations on behalf of TWC or in TWC’s name. Company shall not represent itself as a TWC-sponsored agent, re-seller, or alternate channel sales partner. Company represents that, as of the Effective Date, it is not an existing TWC agent, channel sales partner, TWC employee, or family member of a TWC employee.

7. Proprietary Information.

7.1. TWC may provide Company with certain confidential and proprietary information (“Confidential Information”). The term Confidential Information shall include, but is not limited to: Customer Information (as defined below), business plans, marketing plans and procedures, strategies, proposals and budgets, financial information and forecasts, other information that constitutes proprietary or trade secret information belonging to TWC, and information that is

reasonably considered proprietary or confidential, regardless of whether marked as such. Company agrees to hold all such Confidential Information in the strictest confidence and not to use such Confidential Information for any purpose other than as is strictly required to perform Company’s services pursuant to this Agreement. Company will not disclose any such Confidential Information to any third party without the prior written consent of TWC.

7.2. Without limiting the foregoing and notwithstanding any other provision of this Agreement, and except to the extent necessary to perform Company’s obligations under this Agreement, Company will not access, gather and/or retain any data that relates to TWC’s customers (“Customer Information”) and will not take any action, or allow any third party to take any action, that would enable a third party to access, gather, or retain any such Customer Information for any purpose. Company acknowledges and agrees that all Customer Information is, as between Company and TWC, the sole property of TWC and shall be considered TWC’s Confidential Information hereunder (irrespective of the form in which such information is collected, gathered, or received by Company hereunder and irrespective of whether marked or otherwise identified as confidential). Company will not use any Customer Information for any purposes except as strictly required for the provision of Company’s services hereunder, and, specifically, shall not use any Customer Information for soliciting or referring, or to permit or cause others to solicit or refer, any TWC customer(s) and Targets to subscribe to any non-TWC services or to promote the sale of any non-TWC product, and Company shall under no circumstance directly or indirectly reveal any Customer Information to any third party for any reason without TWC’s express advance written consent, which may be withheld in TWC’s sole discretion for any reason or no reason. Company will provide TWC with immediate written notice upon Company’s discovery or receipt of notification of any actual, potential, or threatened unauthorized access to, use, and/or disclosure of any Customer Information in the possession or control of Company or any of its representatives or otherwise occurring through the provision of services provided by Company hereunder (each a “Security Breach”) and, except as otherwise directed by TWC, immediately and at its own expense investigate and take all steps to identify, prevent, and mitigate the effects of any Security Breach. Company will promptly provide to TWC a detailed description of any such Security Breach, any affected Customer Information, the identity of affected TWC customers, and any other information as TWC may request concerning the Security Breach, and conduct any recovery necessary and requested by TWC to remediate the impact of such Security Breach.

7.3. Company acknowledges that in the event of an actual or threatened breach of this Section 7, TWC may be irreparably harmed and may not have an adequate monetary remedy, and therefore will be entitled to seek injunctive or other equitable relief without any requirement to post bond. Such remedy will be in addition to any other remedies available to TWC at law or in equity.

7.4 The obligations of confidentiality contained herein will not apply to any information that: (a) was or becomes generally available to the public or otherwise part of the public domain other than through any act or omission of Company in breach of this Agreement; (b) was disclosed to Company, other than under an obligation of confidentiality, by a third party who had no obligation to the other party not to disclose such information to others; (c) is independently developed by Company; or (d) is required to be disclosed under operation of law or governmental process; provided, however, that in the event Company is required to disclose Confidential Information under operation of law or government process, Company shall provide TWC with sufficient advance written notice prior to such disclosure and reasonably cooperate with TWC to take any and all available steps as requested by TWC to object to such disclosure.

8. Company Representations and Warranties. Company represents and warrants that (a) it has the full corporate right, power, and authority to enter into and perform its obligations under this Agreement, (b) its execution and performance of this Agreement does not and will not violate any agreement to which it is a party or by which it is otherwise bound or any applicable law; (c) it has sufficient technical expertise to enable it to perform its obligations under this Agreement; and (d) Company has not relied upon any statements or representations by TWC in deciding to enter into this Agreement. Company also acknowledges and agrees that the following persons and entities are not eligible to perform services for TWC pursuant to this Agreement: companies owned in whole or in part by, or that have as a principal stakeholder, a current or former TWC employee, or an immediate family member of a current or former TWC employee (where “immediate family member” is defined as a spouse, parent, child, sibling, grandparent, or grandchild, and entities satisfying (i) or (ii) are referred to as “Excluded Entities”). Company represents and warrants that it is not an Excluded Entity.

9. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TWC MAKES NO WARRANTY TO COMPANY WITH RESPECT TO THIS AGREEMENT OR THE SERVICES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Indemnification. Company will indemnify, defend and hold harmless TWC and its affiliates, and their respective officers, directors, employees, agents, members, partners, successors and assigns, from and against any and all losses, damages, liabilities, claims or lawsuits, including any costs, reasonable attorneys’ fees and all awards and/or judgments to which the indemnified party may become subject, due to or arising out of (a) any act or omission of Company, its employees, or agents in promoting or marketing the Services or otherwise performing its obligations hereunder, including without limitation any willful or negligent acts or omissions of Company, its employees, or agents; (b) any representation or warranty made by Company, its employees, or agents relating to the Services; or (c) any breach of any of Company’s representations, warranties, or covenants set forth herein.

11. Termination. This Agreement may be terminated at any time by TWC with or without cause upon thirty (30) days written notice to Company. Upon termination or expiration of this Agreement, Company will promptly return all materials containing TWC’s Confidential Information. COMPANY ACKNOWLEDGES AND AGREES THAT TWC WILL NOT BE LIABLE TO COMPANY FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF GOODWILL, PROSPECTIVE PROFITS, OR ANTICIPATED INCOME, ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WHETHER RELATED TO COMPANY’S EXPENDITURES, INVESTMENTS, LEASES, COMMITMENTS MADE BY COMPANY, OR ANY OTHER REASON. COMPANY WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT UNDER THE LAW OF THE TERRITORY OR OTHERWISE, OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT. Company acknowledges that (a) Company has no expectation and has received no assurances that any investment by Company in its performance of this Agreement will be recovered or recouped or that Company will obtain any anticipated amount of profits by virtue of this Agreement, and (b) Company will not have or acquire by virtue of this Agreement or otherwise any vested proprietary or other right in the promotion of the Services or in any "goodwill" created by its efforts hereunder. Sections 5, 7, 8, 9, 10, 11, 12, 13, and 17 of this Agreement will survive any termination or expiration of this Agreement.

12. Limitation of Liability. IN NO EVENT WILL TWC BE LIABLE FOR LOST PROFITS OR OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT EVEN IF TWC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TWC’S CUMULATIVE LIABILITY HEREUNDER EXCEED THE REFERRAL FEES RECEIVED BY COMPANY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE APPLICABLE CLAIM.

13. Entire Agreement; Modification. This Agreement constitutes the entire agreement between Company and TWC with respect to the subject matter hereof, and supersedes all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. This Agreement may not be modified except in writing signed by the parties hereto.

14. Assignment and TWC Affiliate Rights. This Agreement will be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and permitted assigns. Company may not, without the prior written consent of TWC, assign, delegate, or otherwise transfer this Agreement or any obligation incurred hereunder, and any attempt to do so in contravention of this Section 14 will be void and of no force and effect. TWC, at its option, may exercise any of its rights or remedies under this Agreement, and/or perform any of its duties or obligations hereunder, by itself or through any TWC Affiliate in conformity with the terms and conditions of this Agreement. For the purposes of this Section, “TWC Affiliate” means: (i) any of Time Warner Cable Inc. (“TWCI”), Time Warner NY Cable LLC (“TWNY”), Time Warner Entertainment-Advance/Newhouse Partnership (“TWEAN”); and (ii) any other corporation, partnership, joint venture, trust, joint stock company or other entity as to which any one or more of TWCI, TWC, TWNY or TWEAN owns or controls at least twenty-five percent (25%) of the voting securities of such entity.

15. Notices. Except for notices from TWC to Company pursuant to Section 4 or 5, which may be delivered electronically, all notices or other communications hereunder will be delivered by personal delivery, nationally recognized express courier or certified or registered U.S. mail, return receipt requested, and will be deemed given upon receipt at the addresses set forth above on the first page of this Agreement, or such other address as a party may specify in writing. A copy of all notices sent to TWC hereunder must be sent to Time Warner Cable Enterprises LLC, Attention: General Counsel, 60 Columbus Circle, New York, NY 10023.

16. Non-exclusive Relationship. The parties agree that at any time during the Term either Company or TWC may freely enter into any similar arrangement with any third party.

17. Miscellaneous. No term or provision contained herein will be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the parties. If any provision of this Agreement is for any reason found to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement will continue in full force and effect unless the omission of such terms would materially alter the overall obligations of the parties as expressed in this Agreement. No party hereto will be liable to any other party for any failure, delay, or interruption in the performance of any of the terms or conditions contained in this Agreement due to causes entirely beyond the control of that party, including, without limiting the generality of the foregoing, strikes, boycotts, labor disputes, embargoes, acts of God, acts of public enemy, acts of governmental authority, floods, riots, or rebellion. The interpretation, validity, and enforcement of this Agreement, and all legal actions brought under or in connection with the subject matter of this Agreement, will be governed by the laws of the State of New York (except that any conflicts-of-law principles of such state that would result in the application of the law of another jurisdiction will be disregarded). Any legal action brought under or in connection with the subject matter of this Agreement will be brought only in the United States District Court for the Southern District of New York or, if such court would not have jurisdiction over the matter, then only in a New York State court sitting in the Borough of Manhattan, City of New York. Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of this Agreement in any other court or forum. Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of this

Agreement in the Federal or state courts sitting in the Borough of Manhattan, City of New York, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum. The parties hereby waive any right to trial by jury in any court with respect to any contractual, tortious, or statutory claim, counterclaim, or cross-claim against the other arising out of or connected in any way to this Agreement, because the parties hereto, both of whom are represented by counsel, believe that the complex commercial and professional aspects of their dealings with one another make a jury determination neither desirable nor appropriate. Company shall not use TWC’s or TWC Affiliates’ names or logos, or otherwise issue any publicity releases or make any public statement(s) (including without limitation in the form of news releases, advertising or solicitation materials, or blog or social media postings) relating to this Agreement or the Services to be performed hereunder, without the prior written approval of TWC. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which will together constitute one and the same instrument.

The individuals signing below represent, warrant, and covenant to each other, to TWC, and to Company that they are duly authorized to execute and deliver this Agreement on behalf of the entity for which they have signed.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date.

TIME WARNER CABLE ENTERPRISES LLC [COMPANY] By: _____ By (Signature):

Name: __ Name: __

Title: __TWCBC Vice President of Commercial Sales Title: ___

Date: ___ Date: ___ Email Address: _ FORM – TWC Referral Partner Agreement Revised FINAL 01 10 14

2/10/2014

7

EXHIBIT A

SERVICES AND REFERRAL FEE

TWC Services:

Internet Access

Ethernet Services

Video Services

Voice Services (Business Class Phone, SIP, and PRI)

Cloud Services including NaviSite

Notwithstanding the foregoing, the “Services” hereunder do not include, and Company is not permitted to promote or market,TWC’s Business Class National Teleworker Service. For the avoidance of doubt, in no event shall Company be entitled to aReferral Fee in connection with TWC’s Business Class National Teleworker Service.

Referral Fee

Subject to the terms of Section 5 of the Agreement and the following paragraph, the Referral Fee will equal 100% of the MonthlyRecurring Charge (MRC) (excluding taxes & surcharges), as defined and charged to the Approved Lead under the applicableService agreement entered into between TWC and such Approved Lead.

Notwithstanding the foregoing, in no event shall TWC pay a Referral Fee for any particular Service agreement in excess of $5000unless such amount has been expressly approved in writing by the TWC Vice President of Sales.

INSTRUCTIONS TO PRINTERSFORM W-9, PAGE 1 of 4MARGINS: TOP 13mm (1⁄ 2 "), CENTER SIDES. PRINTS: HEAD to HEADPAPER: WHITE WRITING, SUB. 20. INK: BLACKFLAT SIZE: 216mm (81⁄ 2 ") 3 279mm (11")PERFORATE: (NONE)

Give form to therequester. Do notsend to the IRS.

Form W-9 Request for TaxpayerIdentification Number and Certification

(Rev. October 2007) Department of the TreasuryInternal Revenue Service Name (as shown on your income tax return)

List account number(s) here (optional)

Address (number, street, and apt. or suite no.)

City, state, and ZIP code

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2.

Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoidbackup withholding. For individuals, this is your social security number (SSN). However, for a residentalien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it isyour employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Social security number

or

Requester’s name and address (optional)

Employer identification number Note. If the account is in more than one name, see the chart on page 4 for guidelines on whosenumber to enter. Certification

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the InternalRevenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS hasnotified me that I am no longer subject to backup withholding, and

2.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backupwithholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirementarrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you mustprovide your correct TIN. See the instructions on page 4. SignHere

Signature ofU.S. person ©

Date ©

General Instructions

Form W-9 (Rev. 10-2007)

Part I

Part II

Business name, if different from above

Cat. No. 10231X

Check appropriate box:

Under penalties of perjury, I certify that:

13 I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING

DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT

TLS, have youtransmitted all R text files for this cycle update?

Date

Action

Revised proofsrequested

Date

Signature

O.K. to print

Use Form W-9 only if you are a U.S. person (including aresident alien), to provide your correct TIN to the personrequesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you arewaiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S.exempt payee. If applicable, you are also certifying that as aU.S. person, your allocable share of any partnership income froma U.S. trade or business is not subject to the withholding tax onforeign partners’ share of effectively connected income.

3. I am a U.S. citizen or other U.S. person (defined below).

A person who is required to file an information return with theIRS must obtain your correct taxpayer identification number (TIN)to report, for example, income paid to you, real estatetransactions, mortgage interest you paid, acquisition orabandonment of secured property, cancellation of debt, orcontributions you made to an IRA.

Individual/Sole proprietor

Corporation

Partnership

Other (see instructions) ©

Note. If a requester gives you a form other than Form W-9 torequest your TIN, you must use the requester’s form if it issubstantially similar to this Form W-9.

● An individual who is a U.S. citizen or U.S. resident alien, ● A partnership, corporation, company, or association created or

organized in the United States or under the laws of the UnitedStates, ● An estate (other than a foreign estate), or

Definition of a U.S. person. For federal tax purposes, you areconsidered a U.S. person if you are:

Special rules for partnerships. Partnerships that conduct atrade or business in the United States are generally required topay a withholding tax on any foreign partners’ share of incomefrom such business. Further, in certain cases where a Form W-9has not been received, a partnership is required to presume thata partner is a foreign person, and pay the withholding tax.Therefore, if you are a U.S. person that is a partner in apartnership conducting a trade or business in the United States,provide Form W-9 to the partnership to establish your U.S.status and avoid withholding on your share of partnershipincome. The person who gives Form W-9 to the partnership forpurposes of establishing its U.S. status and avoiding withholdingon its allocable share of net income from the partnershipconducting a trade or business in the United States is in thefollowing cases: ● The U.S. owner of a disregarded entity and not the entity,

Section references are to the Internal Revenue Code unlessotherwise noted.

● A domestic trust (as defined in Regulations section301.7701-7).

Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ©

Exempt payee

Purpose of Form

Page 1 of 3Revised 10/04/2010

Region/BU: Source of Request:

Vendor Information

Vendor Name:

Vendor Classification: If Other:

Supplier Type: Vendor Type:

Brief description of goods to be purchased or services to be received:

Government Classification:

U.S. Tax Information:

Tax Payer ID: Tax Payer ID Type:

All foreign vendors must provide appropriate Form W-8 according to filing status: BEN,ECI,EXP or IMYAssignment Information

Are your Accounts Receivable assigned to another company? Yes No

If yes: Company Name:

Contact Person:

Email:

Minority Information

Minority Type: If Other:

Veteran Type: Small Business:

Certificate # : % Ownership:

Begin Date: End Date:

Independent Contractor Information (Must provide physical address)

First Name: _____________________________ Middle Initial: _______

Last Name: _____________________________ Social Security #: _________________ Ongoing Contract

Contract Amount: ________________________ Contract Date: ____________________

Is Independent Contractor Checklist Required? Yes No

Received and Approved? Yes No

Partner Program

New Vendor Information Form

New Vendor Information Form

Page 2 of 3

Procurement Options and ACH Information

Does your company accept P-Card (Mastercard)? Yes No

Would you like your payments electronically deposited? Yes No (if so please complete PAGE x BELOW)

Payment Terms:

Contact Information

Name: Title:

Email: Phone: Ext: Fax:

Certificate of Insurance Information

Certificate of Insurance, Applicable Yes No

Certificate of Insurance, Received Yes No

Class Required See Risk Management website for more details

Physical Address Information NO PO BOX

Address 1:

Address 2:

Address 3:

City: State: Zip:

Email: Phone: Ext: Fax:

Remit Address Information

Address 1:

Address 2:

Address 3:

City: State: Zip:

Email: Phone: Ext: Fax:

New Vendor Information Form

Page 3 of 3

Form Approval

Requested By: Reason:

(If different than Prepared By)

Email Address:

Prepared By: Date Prepared:

Approved By: Date Approved:

IMPORTANT:  In  accordance  with  the  Payment  Card  Industry  Data  Security  Standard  (PCI  DSS)  Time  Warner  Cable  is  required  to  perform  certain  due  diligence  activities  as  it  relates  to  vendors  who  will  store,  process  or  transmit  any  customer  payment  card  information  (e.g.,  credit/debit  card  account  numbers,  expiration  dates,  verification  codes)  on  our  behalf.If  this  vendor  will  store,  process,  transmit  or  destroy  any  payment  card  information  on  behalf  of  Time  Warner  Cable,  you  are  responsible  for  contacting  Patty  Brandow  (Internal  Controls  Compliance),  at  patty.brandow@twcable.com,  to  discuss  the  new  vendor  relationship.

new vendor for TWCBC Partner Program

Once approved, please send to Shared Services via e-mail vendor.maintenance@twcable.com. (Forms will only be accepted from designated approvers).

Contact Name (please print):*required field

*required field

Federal TIN #

New ACH Change to Existing ACH Stop ACH

Authorized Signature Date

Mailing Address:

City:

TIME WARNER CABLEAUTHORIZATION AGREEMENT FOR AUTOMATIC DEPOSITS FOR VENDOR PAYMENTS

(ACH DEBITS/CREDITS)

Please complete the entire form or we will be unable to process your request. We will return the form to you for anyomissions. Time Warner Cable Shared Services Accounts Payable Department will complete those areas shaded in gray. It isrecommended that you verify your ABA routing number and account number with your bank before completing the boxesbelow.

Send completed form to: Attn: Vendor ManagementTime Warner Cable Shared Services – Accounts Payable7800 Crescent Executive Drive

Vendor Name:

Charlotte, NC 28217Fax – 704-973-6133

ACH FORM OPTIONAL. REQUIRED IF ENROLLING IN DIRECT DEPOSIT ONLY.

State: Zip:

E-mail (please print):

Telephone: Fax:

Account Number

I hereby authorize Time Warner Cable to transmit payments to the account indicated above. I also understand that Time Warner Cable has the right to recallinvalid or incorrect payments within five business days of the payment being made. This authority is to remain in full force and effect until Time WarnerCable has received written notification from us of its termination in such time and in such manner as to afford Time Warner Cable and the Depositoryreasonable time to act on it.

Date completed and initialsDate of First Cent Test ACH test setup date and initials

Bank Name

Title

Branch Phone Number

Circle One:

ABA Routing Number

I certify that I have the authority to approve ACH transactions and sign this agreement.

Name

After Time Warner Cable receives this completed agreement and when the initial setup of your direct deposit has been completed, a confirmation letter ofthe $0.01 test will be sent to the vendor address and contact. Please check the appropriate box on the confirmation letter and return it to Shared ServicesAccounts Payable as soon as possible. The completed confirmation letter should be faxed to 704-973-6133. For changes to existing ACH, please allow fivebusiness days for changes to be effective.

Branch Address

Type (Circle one)

Checking Savings