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r <br /> CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT <br /> This confidentiality and non-disclosure agreement, between the the District's electric system or any other electric system; and <br /> City of Everett, and Public Utility District No. 1 of Snohomish system studies including flow studies, models, "base cases" and <br /> County, Washington (the "District"), a Washington State system planning for the District or any other electric system.All <br /> municipal corporation,will become effective when all parties have CEII is also Confidential Information and shall be protected under <br /> signed it. THE ENTIRETY OF THIS AGREEMENT IS the terms of this agreement.Given the sensitive nature of CEII,the <br /> SUBJECT TO SECTION 20 BELOW. Receiving Party has a higher duty of care to maintain the <br /> confidentiality of this information. <br /> The City of Everett and/or the District may provide information to <br /> the other or otherwise grant the other access to information that 3. Use and Protection of Confidential Information <br /> includes valuable business information, security information, The Receiving Party shall limit disclosure of any Confidential <br /> personal information of the City of Everett's or the District's Information to individuals who have a need to know such <br /> customers, or other protected information. This information is Confidential Information in connection with business discussions <br /> disclosed for the sole use of the Receiving Party in connection with and/or contracted-for work between the Parties,and only for that <br /> services or products to be provided to the Disclosing Party. purpose,provided that such individuals have been made aware of <br /> To maintain the confidentiality and protection of such this agreement and the obligations herein regarding such <br /> information,and with reference to the above purposes,the parties Confidential Information(such individuals to be referred to herein <br /> agree as follows: as "Representatives"). The Receiving Party shall not make any <br /> other use,in whole or in part,of any such Confidential Information <br /> 1. Definition of Confidential Information without the prior written consent of the Disclosing Party. The <br /> Receiving Party shall be responsible for any breach of this <br /> "Confidential Information" refers to information that (i) is agreement by any of its Representatives. <br /> maintained in confidence by or on behalf of a party,referred to as <br /> the"Disclosing Party,"and(ii)disclosed or otherwise accessed by To the extent the Receiving Party has been provided PCI, the <br /> the other party,referred to as the"Receiving Party,"in connection Receiving Party agrees not to utilize such information for purposes <br /> with Receiving Parry's work for or with the Disclosing Party.Such of marketing services or product offerings to the District's retail <br /> work may be performed pursuant to one or more separate contracts electric customers(see RCW 19.29A.100). <br /> between the parties.Confidential Information may be disclosed or <br /> accessed in written form, electronically, orally, or visually The Receiving Party further agrees to:(i)keep and maintain all <br /> presented. Confidential Information strictly confidential, using such <br /> commercially reasonable care as is appropriate to avoid <br /> Confidential Information shall include "proprietary customer unauthorized access, use, or disclosure of such information, <br /> information"and"private customer information,"both as defined including implementing reasonable administrative, physical, and <br /> in RCW 19.29A.010(collectively referred to herein as"PCI"). technical safeguards designed to protect such information,but no <br /> less rigorous than that used to safeguard its own information;and <br /> Information that is made available to the Receiving Party in (ii)comply with all state and federal privacy and data protection <br /> connection with this agreement will not be considered laws and regulations applicable to the Receiving Party, including <br /> Confidential Information unless the information is either: (a) so the collection, access, use, storage, disposal, and disclosure of <br /> identified by an appropriate legend indicating its confidential Confidential Information. <br /> nature; or (b) identified by the Disclosing Party as confidential <br /> information at the time of disclosure and confirmed as such by 4. Additional Requirements for Protection of Critical <br /> written summary provided to the Receiving Party either prior to or Energy/Electric Infrastructure Information <br /> within 30 days following the original disclosure. This marking With respect to all CEII provided by the District to the Receiving <br /> requirement does not apply to information that would be Party,or where the Receiving Party otherwise has access to CEII, <br /> recognized by a reasonable person familiar with the type of whether or not specifically identified, the Receiving Party shall: <br /> information in question as clearly being Confidential Information. (i)comply with all written requirements and instructions furnished <br /> 2. Definition of Critical Energy/Electric Infrastructure by the District;(ii)treat all CEII confidential as required elsewhere <br /> Information in this agreement;and(iii)if instructed by the District to file any <br /> CEII with any federal, state, or local government, prominently <br /> Some of the information disclosed may constitute Critical mark such information as Critical Energy/Electric Infrastructure <br /> Energy/Electric Infrastructure Information and require special Information and ensure that such information is protected in <br /> protections. The term "Critical Energy/Electric Infrastructure accordance with all applicable laws and regulations,including 18 <br /> Information,"or"CEII,"is a collective term for the four categories C.F.R. § 388.112 and 113 for requesting special treatment of the <br /> of information defined in 18 C.F.R. §§ 388.113(c).For purposes CEII. <br /> of this agreement,CEII shall also include any information which <br /> may be described as non-public transmission or distribution 5. Compelled Disclosure of Confidential Information <br /> information including, but not limited to, the following: maps, Where the Receiving Party receives a lawful request or order to <br /> charts,and diagrams,including location,longitude and latitude for disclose Confidential Information, including without limitation, <br /> Confidentiality and Non-Disclosure agreement 1 <br />