Master Referral Agreement.

1. Parties

This Master Referral Agreement (the “Agreement”) is between Good Oil and the heating-oil dealer named in the acceptance and in any later written appointment (the “Dealer”).

“Fuel” means No. 2 heating oil. This Agreement does not cover propane.

2. Members and placement

A “Member” is a person or business in Good Oil’s membership whom Good Oil places with the Dealer for heating oil, and whom the Dealer accepts. Someone who is already a current heating-oil customer of the Dealer before that placement is not a Member, if the Dealer says so at placement. If the Dealer does not, the account is a Member account.

Good Oil may place Members and may increase or decrease how many are placed. The Dealer accepts placements inside a territory Good Oil later confirms in writing, subject to the Dealer’s ordinary credit standards, the Member’s acceptance of the member terms, and the Dealer’s right to refuse an unsafe site. The Dealer may stop service to a Member whose card fails or who breaks the member terms, after notice to the Member and to Good Oil, before the next delivery.

3. Appointment

Submitting an application or signing below is not an appointment. The Dealer is appointed only when Good Oil confirms it in writing. Dealers apply online and can get moving quickly once that confirmation is in place. There is no DocuSign step.

4. Ordering and delivery

Good Oil is the membership and software layer. The system tracks when a delivery is due, orders the oil from the Dealer, and pre-authorizes the Member’s card before delivery. The Member does not place the order.

The Dealer is the supplier and the transporter. The Dealer delivers the oil, leaves a ticket with gallons and date, and is responsible for product quality, drivers, and hazardous-materials compliance. Good Oil does not handle, store, transport, or deliver heating oil.

5. Price and fees

• The Good Oil Kit: $449 once.
• Free service contract: 24 hour priority service, 20% off repairs including parts and labor. Included with the Good Oil Kit.
• No other fees.

No pricing bands. No gallon-margin tranches. No tank buyouts. Oil charges run on the Member’s card through Qualpay. The Dealer is the merchant of record on the oil. Capture windows: Mastercard 3 days, Visa 7 days. The Dealer captures inside the window that applies to the card.

6. Tanks

Members own their tanks. There is no dealer-owned tank program and no buyout schedule. The non-compete does not depend on a tank payment. Good Oil may ship Kit hardware for installation. Good Oil owns that hardware unless a writing says otherwise.

7. Exclusivity

Once a territory is confirmed in writing, the Dealer is the exclusive heating-oil supplier for Members placed there, for as long as the Dealer keeps accepting new Member accounts. Exclusivity ends when this Agreement ends, when a termination notice takes effect, or if the Dealer refuses new accounts. It does not allow service outside the program.

8. Non-compete

During this Agreement, including renewals, and for two years after it ends, the Dealer will not, directly or indirectly, except through the program:

• solicit a Member to buy heating oil or heating-oil-related service outside the program;
• serve a Member outside the program; or
• take a Member direct, including an off-program account, billing outside the Qualpay path used for the program, or persuading the Member to leave and buy from the Dealer or anyone else.

A person who was already the Dealer’s heating-oil customer before placement, and who was identified at placement, is not a Member. General-audience advertising is allowed if it is not aimed only at Good Oil members and does not use the program to pull Members off it. Member lists and these terms stay confidential. Either party may seek an injunction for a breach of this section.

9. Hazardous delivery

Heating oil delivery is hazardous. The Dealer is solely responsible for its vehicles, people, loading, transport, delivery, spills, overfills, releases, cleanup, and the service work it performs.

10. Insurance

The Dealer will keep commercial general liability, business auto, and pollution or environmental coverage where available. Unless a writing sets a different limit, general liability and auto are at least $1,000,000 each occurrence. The Dealer will name Good Oil as an additional insured on general liability and auto, and on pollution coverage where the policy allows, and will provide certificates on request. Insurance does not cap the indemnity.

11. Indemnity

The Dealer will defend, indemnify, and hold harmless Good Oil and its officers, members, employees, and agents from claims, damages, losses, cleanup costs, fines, and reasonable attorneys’ fees arising out of the Dealer’s delivery or service of heating oil, a spill or release, injury, property damage, or a breach of this Agreement, except to the extent a claim is finally determined to be caused by Good Oil’s sole gross negligence or willful misconduct.

Good Oil will indemnify the Dealer for Good Oil’s own negligence or willful misconduct in running the membership and the ordering software. That does not cover the Dealer’s delivery.

12. Independent contractor

The Dealer is an independent contractor, not Good Oil’s employee, agent, partner, or joint venturer, and has no authority to bind Good Oil.

13. Term and disputes

The term starts at the written appointment, not at this website acceptance: two years, then one-year renewals unless either party gives 180 days’ notice. Section 8, indemnity, and confidentiality survive. The Dealer still may not take Members direct after the Agreement ends.

Draft dispute clause, for counsel: New York law. A single arbitrator in New York County under the American Arbitration Association’s commercial rules, except either party may go to court to enforce Section 8.

The Dealer may not assign this Agreement without Good Oil’s written consent. If one clause fails, the rest stands.

14. Sign this draft

Type your legal name. That typed name is the signature. A drawing is optional. Check the box. This acceptance is version FB-DEALER-2026-10-03. It is not an appointment, and this static page does not store it on a Good Oil server.