Advertising And Promotion Agreement

EXHIBIT 10.22


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


ADVERTISING AND PROMOTION AGREEMENT


This Advertising and Promotion Agreement (this "Agreement") is entered into
--------- as of March 25, 1999 (the "Effective Date") between Yahoo! Inc., a California
-------------- corporation with offices at 3420 Central Expressway, Santa Clara, CA 95051 ("Yahoo") and Green Mountain Energy Resources, L.L.C., a Delaware limited ------- liability corporation with offices at 55 Green Mountain Drive, South Burlington, VT 05407-2206 ("Green Mountain").


In consideration of the mutual promises contained in this Agreement, Yahoo and Green Mountain hereby agree as follows:


1. Definitions.
-----------
The following terms are used in this Agreement with the respective meanings set forth below:


"Green Mountain Banner" shall mean an advertising promotion substantially
--------------------- similar in form as that set forth on Exhibit A that: (a) promotes Green Mountain
--------- energy services, (b) has dimensions no larger than 468 pixels wide by 60 pixels high, (c) does not have "looped" animation, (d) does not have any animation longer than six seconds, (e) has a file size no greater than 12K, and (f) will permit users to navigate directly to a Page on the Green Mountain Site relating to consumer energy services. Yahoo may modify these specifications in its discretion provided that such modification applies to Premier Merchants generally and does not have a material adverse impact on Green Mountain.


"Green Mountain Button" shall mean a link substantially similar in form as
--------------------- that set forth on Exhibit A that: (a) contains a Green Mountain graphic or logo
--------- and has dimensions no larger than 88 pixels wide by 31 pixels high and promotes Green Mountain energy services, (b) does not contain animation, (c) has a file size no greater than 2K, and (d) will permit users to navigate directly to a Page on the Green Mountain Site relating to consumer energy services. Yahoo may modify these specifications in its discretion provided that such modification applies to Premier Merchants generally and does not have a material adverse impact on Green Mountain.


"Green Mountain E-Mail" shall mean an e-mail message promoting consumer
--------------------- energy services that: (a) is in HTML format (or text format if sent to email addresses outside of the Yahoo Mail service), (b) has a file size no greater than 30K, (c) does not have "looped" animation, (d) does not have any animation longer than six seconds, (e) does not contain Java, JavaScript, frames, ActiveX, dynamic HTML or background colors and (f) will permit users to navigate directly to a Page on the Green Mountain Site relating to consumer energy services. Yahoo may modify these specifications in its discretion provided that such modification applies to Premier Merchants generally and does not have a material adverse impact on Green Mountain.


"Green Mountain Link" shall mean any link placed by Yahoo under this
------------------- Agreement, including, without limitation, the Green Mountain Banner and Green Mountain Button. For clarity, each Green Mountain Link shall be provided as indicated in this Agreement on a rotating basis with promotions of similarly situated third party advertisers (i.e., no Green Mountain Link


shall be permanently placed on any Page).


"Green Mountain Site" shall mean the web site owned by Green Mountain
------------------- currently located at www.greenmountain.com.


"Launch Date" shall mean the date no later than May 1, on which Yahoo
----------- activates a Green Mountain Link or delivers a Green Mountain E-Mail.


"Page" means any World Wide Web page (or, for online media other than Web
---- sites, the equivalent unit of the relevant protocol).


"Page View" shall mean a user's request for a Page as measured by Yahoo's
--------- advertiser reporting system and in a manner generally applicable to Yahoo's Premier Merchants.


"Premier Merchant" shall have the meaning ascribed to such term in Section
---------------- 10.3.


"Term" shall mean the period beginning on the Launch Date and continuing
---- for a period of twelve (12) months.


"Yahoo Mail Page" shall mean the home page of Yahoo's principal U.S. based
--------------- e-mail service currently located at http://mail.yahoo.com or any successor url.
---------------------


"Yahoo Main Site" shall mean Yahoo's principal U.S. based directory to the
--------------- World Wide Web currently located at http://www.yahoo.com or any successor url.
--------------------


"Yahoo Properties" shall mean any Yahoo branded or co-branded media
---------------- properties, including, without limitation, Internet guides, that are developed in whole or in part by Yahoo or its affiliates.


2. Green Mountain Banner.
---------------------


2.1 Yahoo shall provide the Green Mountain Banner throughout the Yahoo
Properties, on a rotating basis until its Page View obligations are
met, to individuals whose Yahoo registration information indicates
that they are over the age of twenty-four and reside in California,
Pennsylvania or New Jersey; provided that Yahoo shall further define
those individuals to which the Green Mountain Banner shall be
displayed as residing in electric utility deregulated areas in
California, Pennsylvania or New Jersey on a zip code basis, if
technically feasible upon reasonable commercial efforts and, if not,
on a DMA basis if technically feasible upon reasonable commercial
efforts. Yahoo acknowledges that banners rotating throughout the Yahoo
Properties generally appear "above the fold" although Yahoo makes no
guarantee with respect to the Green Mountain Banner's placement on any
particular Page of the Yahoo Properties.


3. Green Mountain Button.
---------------------


3.1 Yahoo shall provide the Green Mountain Button on the Yahoo Mail Page,
on a rotating basis until its Page View obligations are met, to
individuals whose Yahoo registration information indicates that they
are over the age of twenty-four and


reside in California, Pennsylvania or New Jersey; provided that Yahoo shall further define those individuals to which the Green Mountain Button shall be displayed as residing in electric utility deregulated areas in California, Pennsylvania or New Jersey on a zip code basis, if technically feasible upon reasonable commercial efforts, and, if not, on a DMA basis if technically feasible upon reasonable commercial efforts. Yahoo acknowledges that merchant buttons appearing on the Yahoo Properties generally appear "above the fold" although Yahoo makes no guarantee with respect to the Green Mountain Button's placement on the Yahoo Mail Page.


4. Green Mountain E-Mail.
---------------------


4.1 Yahoo shall deliver the Green Mountain E-Mail to: (i) *** registered
users of Yahoo's U.S. based email service, Yahoo Mail, that have
indicated during the registration process for such service (x) a
willingness to receive promotional solicitations via Yahoo Mail and
(y) that they are *** and reside in California, Pennsylvania or New
Jersey (provided that Yahoo shall further define those individuals to
which the Green Mountain E-Mail shall be delivered as residing in
electric utility deregulated areas in California, Pennsylvania or New
Jersey on a zip code basis if technically feasible upon reasonable
commercial efforts, and, if not, on a DMA basis if technically
feasible upon reasonable commercial efforts); and (ii) to each Yahoo
Mail user that clicks-through the Green Mountain Button (for clarity,
the e-mails delivered pursuant to this clause (ii) shall not count
against the number of e-mails that Yahoo shall deliver pursuant to
clause (i) of this Section 4.1). The text of the Green Mountain E-Mail
in either case shall be provided by Green Mountain and shall be
subject to Yahoo's approval and consistent with Yahoo's policies and
guidelines for such messages. Yahoo shall use reasonable commercial
efforts to ensure that no more than one (1) Green Mountain E-Mail
referenced in clause (i) of this Section 4.1 is delivered to a Yahoo
Mail user during each four (4) month period of the Term. In addition,
Yahoo agrees to not send such Green Mountain E-Mail to any individual
identified by Green Mountain as a current Green Mountain customer.


5. Implementation.
--------------


5.1 Subject to the provisions of this Agreement, Yahoo will be solely
responsible for the user interface and placement of the Green Mountain
Links and Green Mountain shall be solely responsible for and shall
provide Yahoo with all artwork and design elements of the Green
Mountain Links.


5.2 Green Mountain shall promptly provide Yahoo all URLs, URL formats (as
applicable), content, and other materials necessary for Yahoo to
provide the Green Mountain Links. All content and material contained
in the Green Mountain Links are subject to Yahoo's approval and must
comply with all applicable federal, state and local laws, rules and
regulations, including, without limitation, consumer protection laws
and rules and regulations governing product claims,


***Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.


truth in labeling, and false advertising.


5.3 Green Mountain hereby grants to Yahoo a non-exclusive, worldwide,
fully paid license to use, reproduce and display the Green Mountain
name and logo (i) to indicate the location of the Green Mountain Links
as set forth herein and (ii) in connection with the marketing and
promotion of Green Mountain in the Yahoo Properties.


5.4 In no event shall any Page on the Green Mountain Site to which users
click-through directly from any Green Mountain Link, contain graphic
or textual hyperlinks, banner advertisements or promotions of any
Yahoo competitors, including, but not limited to: ***


5.5 Green Mountain shall place a Yahoo graphic link on those Pages of the
Green Mountain Site to which users click-through directly from any
Green Mountain Link. Such Yahoo graphic link shall (a) be placed in a
manner approved by Yahoo (b) contain the Yahoo name and logo as
provided by Yahoo and (c) directly link the user back to the Page on
the Yahoo Properties from which the User originated.


5.6 The Green Mountain Site shall comply with the scale, speed and
performance requirements mutually agreed upon by the parties but in no
event less than that which is reasonably equivalent (taking into
account volume differences) to the Yahoo Main Site.


6. Rights of First Presentation.
----------------------------


6.1 Within *** prior to the expiration of the Term, Yahoo will provide
written notice to Green Mountain in the event that Yahoo, at its sole
discretion, elects to extend this advertising and promotion program.
Yahoo shall describe Yahoo's reasonable business requirements for the
extension in its written notice to Green Mountain. The parties will
use good-faith efforts to negotiate and execute a written extension to
this Agreement under reasonable terms and conditions. If Green
Mountain declines to commence negotiations with Yahoo within *** after
receiving such written notice from Yahoo, or if the parties fail to
reach agreement within *** following the commencement of good faith
negotiations (or such later date as is agreed by the parties), Yahoo
may offer the opportunity to any third party. Under no circumstances
shall the foregoing right of first presentation be deemed to restrict
Yahoo's ability to extend other merchant positions in relating to this
advertising and promotion program to third parties.


6.2 This advertising and promotion program is designed to apply to
residents of California, Pennsylvania and New Jersey. As Green
Mountain energy services become available in additional states, Green
Mountain shall have *** this advertising and promotion program to
include such new states on terms mutually agreed upon by the parties.
For clarity, such an extension shall include advertising and
promotions similar in scope and placement to those


***Confidential treatment has been requested for the redacted portions. The confidential redacted portions have been filed separately with the Securities and Exchange Commission.


described herein, at prices to be determined by the parties at the
time of such extension.


7. Page Views.
----------


7.1 With respect to the Green Mountain Banners and Buttons ...