SOUTHERN CALIFORNIA EDISON 1 - 2004

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ATTACHMENT B NON-DISCLOSURE AGREEMENT REGARDING CONFIDENTIALITY OF CERTAIN SOUTHERN CALIFORNIA EDISON COMPANY PRICE DATA 4. Within thirty (30) days after receiving Protected Data, Customer shall return or destroy the Protected (C) Data. Upon request by SCE, an officer of customer shall also submit to SCE an affidavit stating that, to I the best of declarant's knowledge, all Protected Data have been returned or destroyed. To the extent I Protected Data is not returned or destroyed pursuant to this paragraph, it shall remain subject to this I Agreement. 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 I I I (C) 5. In the event Customer receives a request from a state or federal governmental agency or via a judicial subpoena for the production of the Protected Data in Customer's possession, the Customer will immediately notify SCE of such request. Customer and SCE shall cooperate in opposing the request or requiring the continued confidentiai treatment of the requested data by the requesting agency. 6. Protected Data shall be treated as confidential by Customer and each Reviewing Representative in accordance with the certificate executed pursuant to Paragraph 2(c) hereof. Protected Materials shall not be used except as necessary for the purpose of assisting in Customer's effective participation in the DBP and shall not be disclosed in any manner to any person except other Reviewing Representatives who are engaged in Customer's participation in DBP and who need to know the information in order to carry out their responsibilities. 7. In the event that a Reviewing Representative to whom Protected Data is disclosed ceases to be engaged in activities concerning SCE's DBP, access to Protected Data by that person shall be terminated. Even if no longer engaged in such reviews, every such person shall continue to be bound by the provisions of this Agreement and the Non-Disclosure Certificate. No Reviewing Representative may engage in any activities which would define him or her as a Market Participation Representative for a period of 30 days after ceasing his or her Reviewing Representative duties. Customer agrees to use best efforts to inform SCE immediately, in writing, if Customer becomes aware that a former Reviewing Representative has engaged in Market Participation Representative activities sooner than 30 days after ceasing his or her Reviewing Representative activities. 8. All disputes arising under this Agreement shall be presented for resolution to the CPUC in the first instance. Prior to presenting any such dispute to the CPUC, the parties to the dispute shall use their best efforts to resolve it informally. Neither SCE nor the Customer waives its right to seek additional administrative or judicial remedies in the event the CPUC acts or declines to act regarding the dispute. 9. Neither SCE nor Customer waives its right to pursue any other legal or equitable remedy that may be available in the event of actual or anticipated disclosure of Protected Data. 10. SCE and Customer may agree at any time to remove the "Protected Data" designation from any material if, in their mutual opinion, its confidentiality is no longer required. 11. SCE shall not be liable to Customer for any liability or damage, of any kind, incurred or sustained by Customer, including for claims against Customer by third parties, as a result of use by Customer of the Protected Data. 12. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. 13. This Agreement contains the entire understanding between the parties with respect to the Protected Data. No change or modification shall be made effective unless in writing and signed by an authorized representative of each party. 14-741