PUD No 1 of Snohomish County 2/23/2018

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