Non Disclosure California

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         This Non-Disclosure and Use of Information Agreement for Transmission Constraints Enforcement
Lists (“Agreement”) is made and entered into as of this _____ day of ___________, 20__, by and between the
California Independent System Operator Corporation (“ISO”) and _______________________ (“Receiving

         WHEREAS, pursuant to ISO FERC                   contingencies and nomograms. The definition of
Electric Tariff Section, the Receiving Party     the constraint includes the individual elements that
seeks to obtain certain confidential or proprietary      constitute the transmission constraint. Both lists
information from the ISO pertinent to the                will each contain the same data elements and will
Transmission Constraints in the ISO Markets              provide: the flowgate constraints; transmission
(“Transmission Constraints Enforcement Lists”)           corridor constraints; the nomogram constraints;
prepared by the ISO; and                                 and the list of transmission contingencies.
                                                         Confidential Information will also include (i) all
         WHEREAS, the ISO is willing to provide          written materials marked “Confidential”,
the Transmission Constraints Enforcement Lists to        “Proprietary” or with words of similar import
the Receiving Party under suitable contractual           provided to the Receiving Party, and (ii) all
limits and protection concerning the disclosure and      observations of equipment (including computer
use of confidential or proprietary information.          screens) and oral disclosures related to the ISO’s
                                                         systems, operations and activities that are
        NOW, THEREFORE, in consideration of              indicated as such at the time of observation or
the mutual covenants in this Agreement, the ISO          disclosure, respectively (collectively, “Confidential
and the Receiving Party agree as follows:                Information”). The Confidential Information
                                                         includes portions of documents, records and other
1.        Purpose, Scope and Definition. The             material forms or representations which the
purpose of this Agreement is to permit the               Receiving Party may create, including but not
Receiving Party to review and use the Confidential       limited to handwritten notes or summaries, that
Information disclosed by the ISO, solely in              contain or are derived from such Confidential
connection with the Receiving Party’s review and         Information.
analysis of the ISO markets, which consist of any
of the markets administered by the ISO under the         2.        Non-Disclosure. Subject to Paragraph 4
ISO FERC Electric Tariff, including, without             below, the Receiving Party shall keep the
limitation, the day-ahead market, the hour-ahead         Confidential Information in strict confidence and
scheduling process, the real-time market,                shall not disclose such information or otherwise
transmission, and congestion revenue rights.             make it available, in any form or manner, to any
However, the Receiving Party may use the                 other person or entity (a “third party”) other than its
Confidential Information and related studies in          employees and retained consultants who have
pleadings before the Federal Energy Regulatory           executed Exhibit A to the Receiving Party’s
Commission, provided the Receiving Party                 Agreement, without the prior written consent of the
requests confidential treatment of all information       ISO. The Receiving Party will cause each of its
subject to this Agreement. Confidential Information      employees and consultants who will have access
provided in spreadsheet format under this                to the Confidential Information to acknowledge that
Agreement consists of the Transmission                   they have read this Agreement and agree to abide
Constraints Enforcement Lists, which consist of the      by all of its terms regarding use and disclosure of
post-day-ahead market transmission constraints           the Confidential Information by execution of Exhibit
list and the pre-day-ahead market transmission           A. It is the ongoing responsibility of the Receiving
constraints list made available by the ISO pursuant      Party to ensure that (i) each Exhibit A is accurate,
to Section of the ISO FERC Electric Tariff.      (ii) each Exhibit A permits access only to a current
The post-day-ahead market transmission                   employee or consultant of the Receiving Party, and
constraints list consists of the transmission            (iii) each new Exhibit A and any notice of
constraints enforced or not enforced in the day-         cancellation of an Exhibit A is immediately
ahead market conducted on any given day. The             submitted to the ISO. The Receiving Party shall
pre-day-ahead market transmission constraints the        immediately report to the ISO any unauthorized
ISO plans to enforce or not enforce in the next          access to the Transmission Constraints
day’s day-ahead market. These lists will identify        Enforcement Lists or other breach of this
and include definitions for all constraints, including   Agreement.
Transmission Constraints NDA
3.       Use of Confidential Information.                    the ISO’s efforts to prevent such disclosure, or
                                                             otherwise preserve the confidentiality of the
         (a)     The Receiving Party shall use the           Confidential Information.
Confidential Information received hereunder only
for the purposes identified herein. Any other use                     (b)      In the event that the Receiving
shall be only with the prior written consent of the          Party is a federal, state, or local governmental
ISO.                                                         entity and/or is subject to public records law or
                                                             regulation, including but not limited to the federal
          (b)      It is understood and agreed by the        Freedom of Information Act, U.S. Code Title 5,
Receiving Party that the Confidential Information            Section 552, or the California Public Records Act,
constitutes confidential and/or proprietary                  California Governmental Code Sections 6250, et
information of the ISO. The Receiving Party shall            seq., the Receiving Party shall (i) notify the ISO
maintain the Confidential Information in strict              immediately upon receipt of a request for public
confidence and shall not disclose, duplicate, or             records that include all or part of the Confidential
otherwise reproduce the Confidential Information,            Information; and (ii) treat the requested
directly or indirectly, in whole or part. Further, the       Confidential Information as exempt from
Receiving Party understands that California Public           disclosure.
Utilities Code Section 352.7 may apply to the terms
of this Agreement.                                                    (c)        The Receiving Party shall not be in
                                                             violation of this Agreement if it complies with an
4.       Exceptions to Non-Disclosure.                       order of a court or governmental authority, or a
                                                             public records law or regulation, requiring
Notwithstanding Paragraph 2 above, a party to this           disclosure of the Confidential Information, after the
Agreement shall not have breached any obligation             ISO either has unsuccessfully sought to maintain
under this Agreement if the Confidential                     the confidentiality of such information as provided
Information is disclosed to a third party when the           herein, or has notified the Receiving Party in
Confidential Information:                                    writing that it will take no action to maintain such
         (a)     was in the public domain at the
time of such disclosure or is subsequently made              6.       Term. This Agreement shall remain in
available to the public consistent with the terms of         effect unless and until the ISO provides ten (10)
this Agreement; or                                           days prior written notice to the Receiving Party.
                                                             Termination shall not extinguish any claim, liability
        (b)     had been received by the                     or cause of action under this Agreement existing at
Receiving Party at the time of disclosure through            the time of termination.
other means without restriction on its use, or had
been independently developed by the Receiving                7.       Provisions Surviving Termination. The
Party as shown through documentation; or                     provisions of Paragraphs 2, 3, 4, and 5 shall
                                                             survive the termination of this Agreement for a
        (c)     is subsequently disclosed to the             period of ten (10) years. The provisions of
Receiving Party by a third party without restriction         Paragraph 8 shall continue after termination until
on use and without breach of any agreement or                satisfied.
legal duty; or
                                                             8.       Return or Destruction of Confidential
         (d)     subject to the provisions of                Information. Upon termination of this Agreement,
Paragraph 5, is used or disclosed pursuant to                all Confidential Information in the possession or
statutory duty or an order, subpoena or other lawful         control of the Receiving Party, including its
process issued by a court or other governmental              employees, shall be returned to the ISO, including
authority of competent jurisdiction.                         all copies of such information in any form
                                                             whatsoever, unless otherwise instructed in writing
5.       Notice of Pending Third Party Disclosure.           by the ISO. In lieu of return, the Receiving Party
                                                             may certify to the ISO in writing that all such
        (a)      In the event that a court or other          information, in any form whatsoever, has been
governmental authority of competent jurisdiction             destroyed.
issues an order, subpoena or other lawful process
requiring the disclosure of the Confidential
Information, the Receiving Party shall notify the
ISO immediately upon receipt thereof to facilitate
Transmission Constraints NDA
9.       Notices.                                                   (c)      Effective Date of Notices. All
                                                           notices and other communications required or
         (a)     Representatives and Addresses.            permitted under this Agreement that are addressed
All notices, requests, demands, and other                  as provided in this Paragraph 9 shall be effective
communications required or permitted under this            upon delivery if delivered personally, by overnight
Agreement shall be in writing, unless otherwise            delivery, by electronic mail, or by facsimile
agreed by the parties, and shall be delivered in           transmission; if delivered by mail, such notices
person or sent by certified mail, postage prepaid,         shall be effective three (3) days following deposit in
by overnight delivery, by electronic mail or               the United States mail, postage prepaid.
electronic facsimile transmission with an original
sent immediately thereafter by postage prepaid             10.     Complete Agreement; No Other Rights.
mail, and properly addressed as follows:
                                                                    (a) This Agreement contains the complete
Receiving Party:                                           and exclusive agreement of the parties with
                                                           respect to the subject matter thereof, and
Name of Entity: _________________________                  supersedes all discussions, negotiations,
                                                           representations, warranties, commitments, offers,
Name of Contact (person or position):
                                                           contracts, and writings prior to the date of this
                  _________________________                Agreement, with respect to its subject matter. No
                                                           change to this Agreement shall be effective unless
Address:          _________________________
                                                           agreed to in writing by the parties hereto. Any
                  _________________________                conflict between the language of this Agreement
                                                           and any mark, stamp, annotation or other
Telephone:        _________________________
                                                           language identifying something received
Facsimile:        _________________________                hereunder as Confidential Information shall be
                                                           resolved in favor of this Agreement.
Email:            _________________________
                                                                   (b)      This Agreement is not intended to
                                                           create any right in or obligation of any party or third
ISO:     Julie McCallion                                   party other than those expressly stated herein.
         California Independent System Operator
         Corporation                                       11.      No Warranties or Representations. Any
         250 Outcropping Way                               Confidential Information disclosed by the ISO
         Folsom, CA 95630                                  under this Agreement carries no warranty or
         Telephone: (916) 608-5863                         representation of any kind, either express or
         Facsimile: (916) 351-2267                         implied. The Receiving Party shall not be entitled
                                                           to rely on the accuracy, completeness or quality of
         and                                               the Confidential Information, even for the purpose
                                                           stated in Paragraph 1.
         Susan Montana
         California Independent System Operator            12.      Injunctive Relief. The Receiving Party
         Corporation                                       agrees that, in addition to whatever other remedies
         250 Outcropping Way                               may be available to the ISO under applicable law,
         Folsom, CA 95630                                  the ISO shall be entitled to obtain injunctive relief
         Telephone: (916) 608-7021                         with respect to any actual or threatened violation of
         Facsimile: (916) 608-7296                         this Agreement by the Receiving Party or any third
                                                           party. The Receiving Party agrees that it shall
                                                           bear all costs and expenses, including reasonable
         (b)     Changed Representatives and               attorneys’ fees, that may be incurred by the ISO in
Addresses. A party hereto may from time to time            enforcing the provisions of this paragraph, only if
change its representative or address for the               the ISO prevails in the litigation.
purpose of notices to that party by a similar notice
specifying a new representative or address, but no
such change shall be deemed to have been given
until such notice is actually received by the party
being so notified.

Transmission Constraints NDA
13.       Receiving Party. The Receiving Party                such person or federal entity shall use its best
agrees to comply in all respects with any                     efforts to comply with the Agreement to the extent
governmental laws, orders or other restrictions               that applicable federal laws, regulations, and
which may be imposed from time to time by the                 orders lawfully promulgated thereunder permit it to
government of the United States (“Export Laws”) to            do so.
assure that neither the Confidential Information nor
any direct product thereof are (i) exported, directly         IN WITNESS WHEREOF, the parties have
or indirectly, in violation of the Export Laws, or (ii)       executed this Agreement as of the date set forth
are intended to be used for any purposes                      above.
prohibited by the Export Laws, including without
limitation, nuclear, chemical or biological weapons           CALIFORNIA INDEPENDENT SYSTEM
proliferation. The Receiving Party certifies that it          OPERATOR CORPORATION
will not transfer or export any product, process or
service that is a direct product of the Confidential
Information.                                                  By: ______________________________
                                                              Name: Steve Berberich
14.      Governing Law. This Agreement is made                Title: Vice President & Chief Operating Officer
in the State of California and shall be governed by           Date:
and interpreted in accordance with its laws.
                                                              RECEIVING PARTY:
15.     Assignment. This Agreement shall be
binding upon the parties, their successors, and               Entity:___________________________________
assigns. The Receiving Party shall not assign this
Agreement without the ISO’s prior written consent.
16.      Construction of Agreement. Ambiguities or
uncertainties in the wording of this Agreement shall
not be construed for or against any party, but shall          Title:
be construed in the manner that most accurately
reflects the parties’ intent as of the date they
executed this Agreement.

17.     Signature Authority. Each person signing
below warrants that he or she has been duly
authorized by the party for whom he or she signs
to execute this Agreement on behalf of that party.

18.      Counterparts. This Agreement may be
executed in two or more counterparts, all of which
shall be considered one and the same Agreement.

19.      Consistency with Federal Laws and
Regulations. Nothing in this Agreement shall
compel any person or federal entity to: (1) violate
federal statutes or regulations; or (2) in the case of
a federal agency, to exceed its statutory authority,
as defined by any applicable federal statutes,
regulations, or orders lawfully promulgated
thereunder. If any provision of this Agreement is
inconsistent with any obligation imposed on any
person or federal entity by federal law or regulation
to that extent, it shall be inapplicable to that person
or federal entity. No person or federal entity shall
incur any liability by failing to comply with a
provision of this Agreement that is inapplicable to it
by reason of being inconsistent with any federal
statutes, regulations, or orders lawfully
promulgated thereunder; provided, however, that
Transmission Constraints NDA
                                                     Exhibit A

                                  USE OF INFORMATION AGREEMENT

                   The undersigned, ______________________ (print or type name), employed by
______________________, hereby acknowledges that he or she has received a copy of the Non-Disclosure and
Use of Information Agreement for Transmission Constraints Enforcement Lists dated ________________ between
the California Independent System Operator Corporation and the Receiving Party designated therein ("Agreement").
The undersigned hereby acknowledges that the undersigned has read the Agreement and understands the
importance of maintaining the confidentiality of Confidential Information (as defined in the Agreement), the provisions
of the Agreement relating to such confidentiality, and the limitations on the use of Confidential Information. In
consideration thereof, the undersigned agrees to be bound by all of the provisions of the Agreement.



                                    Name (print):



Transmission Constraints NDA
Exhibit A

Description: Non Disclosure California document sample