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CITY <br /> CRITICAL ENERGY/ELECTRIC INFRASTRUCTURE INFORMATION <br /> CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT <br /> This CONFIDENTIALITY AND NON-DISCLOSURE "CONFIDENTIAL" (or with a similar legend) in a writing <br /> AGREEMENT ("Agreement"), between [The City of Everett] delivered to the Receiving Party within seven days of the <br /> (the "[ city]"), and Public Utility District No. 1 of Snohomish disclosure. <br /> County, Washington (the "District"), a Washington State 4. Use and Protection of Confidential Information <br /> municipal corporation, shall become effective upon the date this <br /> Agreement is signed by both parties(the"Effective Date"). The Receiving Party shall limit disclosure of any Confidential <br /> Information to individuals who have a need to know such <br /> The Disclosing Party may,in its sole discretion,provide and allow Confidential Information in connection with business discussions <br /> the Receiving Party to access information that is confidential. To and/or contracted-for work between the Parties, and only for that <br /> maintain the confidentiality and protection of such information, purpose,provided that such individuals have been made aware of <br /> and in consideration of the mutual promises and covenants made this Agreement and the obligations herein regarding such <br /> in this Agreement,the parties agree as follows: Confidential Information(such individuals to be referred to herein <br /> as "Representatives"). The Receiving Party shall not make any <br /> 1. Definition of Confidential Information other use,in whole or in part,of any such Confidential Information <br /> "Confidential Information"means confidential and/or proprietary without the prior written consent of the Disclosing Party. <br /> commercial, business, and/or technical information, and any <br /> copies thereof, that is not generally released to third parties and To the extent the Receiving Party has been provided"proprietary <br /> may include study findings, analyses, compilations, forecasts, customer information" and "private customer information," both <br /> models,"base cases,"plans,procedures,calculations,reports,test as defined in RCW 19.29A.010,the Receiving Party agrees not to <br /> results, or recommendations that contain or reflect confidential utilize such information for purposes of marketing services or <br /> information, or any other information disclosed by a party to this product offerings to the District's retail electric customers (see <br /> Agreement (the "Disclosing Party") to any other party or parties RCW 19.29A.100). <br /> to this Agreement (the "Receiving Party") which is proprietary The Receiving Party further agrees to: (i)keep and maintain all <br /> and confidential. Confidential Information strictly confidential, using such <br /> Confidential Information shall include "proprietary customer commercially reasonable care as is appropriate to avoid <br /> information"and"private customer information,"both as defined unauthorized access, use, or disclosure of such information, <br /> in RCW 19.29A.010. including implementing reasonable administrative, physical, and <br /> technical safeguards designed to protect such information,but no <br /> 2. Definition of Critical Energy/Electric Infrastructure less rigorous than that used to safeguard its own information;and <br /> Information (ii)comply with all state and federal privacy and data protection <br /> laws and regulations applicable to the Receiving Party, including <br /> The term"Critical Energy/Electric Infrastructure Information,"or the collection, access, use, storage, disposal, and disclosure of <br /> "CEII,"is a collective term for the four categories of information Confidential Information. <br /> defined in 18 C.F.R. §§ 388.113(c)(1) and (c)(2). CEII shall be <br /> protected under the terms of this Agreement. CEII shall also 5. Additional Requirements for Protection of Critical <br /> include any information which may be described as non-public Energy/Electric Infrastructure Information <br /> transmission or distribution information including,but not limited <br /> to, the following: maps,charts, and diagrams, including location, With respect to all CEII provided by the District to the Receiving <br /> longitude and latitude for the District's electric system or any other Party,or where the Receiving Party otherwise has access to CEII, <br /> electric system;and system studies including flow studies,models, <br /> whether or not specifically identified, the Receiving Party shall: <br /> "base cases" and system planning for the District or any other (i)comply with all written requirements and instructions furnished <br /> electric system. All CEII is also Confidential Information. Given by the District;(ii)treat all CEII confidential as required elsewhere <br /> the sensitive nature of CEII,the Receiving Party has a higher duty in this Agreement;and(iii)if instructed by the District to file any <br /> of care to maintain the confidentiality of this information. CEII with any federal, state, or local government, prominently <br /> mark such information as Critical Energy/Electric Infrastructure <br /> 3. Disclosure of Confidential Information to Receiving Party Information and ensure that such information is protected in <br /> accordance with all applicable laws and regulations,including 18 <br /> The Confidential Information will be provided to the Receiving C.F.R. § 388.112 and 113 for requesting special treatment of the <br /> Party by the Disclosing Party following full execution of this CEII. <br /> Agreement,and from time-to-time thereafter. <br /> Unless otherwise provided in this Agreement, all Confidential 6. Compelled Disclosure of Confidential Information <br /> Information must be disclosed either (i)in a writing or other Where the Receiving Party receives a lawful request or order to <br /> tangible form prominently and clearly marked as disclose Confidential Information, including without limitation, <br /> "CONFIDENTIAL"(or with a similar legend)or(ii)in any other pursuant to the requirements of a regulatory or governmental <br /> manner and identified as confidential at the time of disclosure and agency, subpoena,court order, discovery,request pursuant to the <br /> also summarized and prominently and clearly marked as Washington State Public Records Act (Chapter 42.56 RCW), or <br /> Confidentiality and Non-Disclosure Agreement 1 <br />