SOUTHERN CALIFORNIA EDISON 1 - 2004

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This Non-Disclosure Agreement (Agreement) is entered into between Southern California Edison Company (C) (SCE), a California Corporation, and City of Santa Ana (Customer). I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I (C) ATTACHMENT B NON-DISCLOSURE AGREEMENT REGARDING CONFIDENTIALITY OF CERTAIN SOUTHERN CALIFORNIA EDISON COMPANY PRICE DATA This Agreement shall govern access to and the use by Customer of all SCE power price forecast and/or price offer data ("Protected Data" as more fully defined herein) provided to Customer in connection with Customer's participation in SCE's Demand Bidding Program (DBP). Notwithstanding any termination of the DBP, this Agreement shall remain in effect until it is specifically modified or terminated by SCE. 1. 2. 3. 14-741 (a) The term "Protected Data" means the day-ahead forecast of SCE's hourly power prices and/or price offer provided to Customer as part of Customer's participation in the DBP. Protected Data includes all copies of the hourly power prices, and all notes or analyses incorporating, containing, or derived from the hourly power prices. Protected Data includes, but is not limited to, information created, stored, or transmitted in electronic form. (b) Protected Data or Materials shall not include: (i) any information or document contained in the public files of the California Public Utilities Commission (CPUC) or any other state or federal agency, or in any state or federal court, unless such information or document has been determined to be protected by such agency or court: or (ii) information that is public knowledge, or which becomes public knowledge, other than through disclosure in violation of this Agreement. (c) The term "Non-Disclosure Certificate" shall mean the certificate annexed hereto as Attachment C by which persons who have been granted access by Customer to the Protected Data shall, as a condition of such access, certify their understanding that such access is provided pursuant to the terms and restrictions of this Agreement, and that such persons have read such Agreement and agree to be bound by it. All Non-Disclosure Certificates shall be retained by Customer and made available to SCE upon request. (d) A Reviewing Representative shall mean any person, including any employee or consultant of Customer, who is engaged in activities (including the direct supervision of a person so engaged) relating to advising Customer or preparing Customer in connection with Customer's participation in the DBP and who is not a Market Participation Representative as defined below. (e) A Market Participation Representative shall include any person, including any employee or consultant of Customer, who is engaged in activities (including the direct supervision of a person so engaged), for Customer or others, relating to the purchase, sale or marketing of energy or capacity, or the bidding on or purchasing of power plants or consulting on such matters, but shall explicitly exclude the activities of advising customers on utility rates, Direct Access transactions, and/or demand response programs. Access of Reviewing Representatives to Protected Data shall be granted only pursuant to the terms of this Agreement. Any person who is a Market Participation Representative shall not be granted access to Protected Data.