Common use of Owners’ Disclosure to Third Party Recipients Clause in Contracts

Owners’ Disclosure to Third Party Recipients. (i) The disclosure by Owners to Third Parties (hereinafter referred to as “Recipients” or “Recipient”) of Service Provider’s Confidential and Proprietary Information that has been furnished to Owners prior to or after the Effective Date of this Agreement, shall be governed exclusively by the provisions of this Agreement, and shall be made in accordance with the procedures and subject to the limitations set forth in Sections 14.4 and 14.5. (ii) Owners shall enter into a Confidentiality Agreement with the Recipient substantially on the terms set forth in Exhibit E (Form of Confidentiality Agreement); provided, however, that the Owners may disclose such Confidential and Proprietary Information without entering into such agreements to those persons to which access is required by any Government Authority or as necessary in order to comply with Law, or, in the case of Owners that receive financing from or are subject to the rules or regulations of the U.S. Rural Utilities Service and the U.S. Department of Energy, such Owners may disclose such Confidential and Proprietary Information without entering into such agreements to the U.S. Rural Utilities Service and the U.S. Department of Energy. Any Recipient that has executed a confidentiality agreement or acknowledgement in a form attached to the EPC Agreement or agreement otherwise agreed to by Service Provider in connection with the provision of Confidential and Proprietary Information associated with the Project shall not be required to execute a new confidentiality agreement in the form of Exhibit E (Form of Confidentiality Agreement), it being agreed by the Parties that the confidentiality agreement or acknowledgment signed by such Recipient shall remain in effect for the purposes of and shall satisfy the requirements of, and be considered a Confidentiality Agreement under, this Article 14. (iii) Should Owners discover a breach of the terms and conditions of a Confidentiality Agreement with a Third Party, Owners will promptly notify Service Provider of such breach and provide to Service Provider necessary information and support pertaining to any suit or proceeding contemplated or brought by Service Provider against Recipient for such breach. (iv) Service Provider shall not be responsible to Owners for the consequence of the use or misuse of Service Provider’s Confidential and Proprietary Information by Third Parties. Service Provider makes no warranties, express or implied, to the extent of any such use or misuse of Service Provider’s Confidential and Proprietary Information by Third Parties. (v) Nothing herein shall prevent Owners from disclosing to the appropriate Government Authority any noncompliance or violation of Laws within the jurisdiction of such Government Authority.

Owners’ Disclosure to Third Party Recipients. (i) The disclosure by Owners Owner may disclose Contractor's Proprietary Data to Third Parties third parties (hereinafter referred to as “Recipients” or “Recipient”) of Service Provider’s Confidential and Proprietary Information that has been furnished to Owners prior to or after the Effective Date of this Agreement, shall be governed exclusively by the provisions of this Agreement, and shall be made in accordance with the procedures and subject to the limitations set forth in Sections 14.4 this Section 19.2 and 14.5Section 19.3, provided that such disclosure is exclusively for the Facility Purposes. . Notwithstanding the foregoing, disclosures of Contractor's Proprietary Data (other than Contractor Non-Disclosable Information) may be made to Recipients for the purpose of evaluating the potential purchase of power from the Facility or in the exercise of the rights of such purchasers to review Owner's generation expansion plans and such disclosures shall be governed exclusively by the provisions of the existing Non-Disclosure Agreement among SCE&G, Xxxxxx Xxxxxx and the Consortium Members dated September 11, 2007, as amended (the "Existing Confidentiality Agreement"). (ii) Owners Owner shall enter into a Confidentiality Agreement proprietary data agreement with the Recipient substantially on the terms set forth in Exhibit E (Form of Confidentiality Agreement)O-1; provided, however, that the Owners Owner may disclose such Confidential and Proprietary Information Data without entering into such agreements to those persons to which access is required by any Government Authority or as necessary in order to comply with Law, or, in the case of Owners that receive financing from or are subject to the rules or regulations of the U.S. Rural Utilities Service and the U.S. Department of Energy, such Owners may disclose such Confidential and Proprietary Information without entering into such agreements to the U.S. Rural Utilities Service and the U.S. Department of Energy. Any Recipient that has executed a confidentiality agreement or acknowledgement in a form attached to the EPC Agreement or agreement otherwise agreed to by Service Provider in connection with the provision of Confidential and Proprietary Information associated with the Project shall not be required to execute a new confidentiality agreement in the form of Exhibit E (Form of Confidentiality Agreement), it being agreed by the Parties that the confidentiality agreement or acknowledgment signed by such Recipient shall remain in effect for the purposes of and shall satisfy the requirements of, and be considered a Confidentiality Agreement under, this Article 14. (iii) Should Owners Owner discover a breach of the terms and conditions of a Confidentiality Agreement proprietary data agreement with a Third Partythird party, Owners Owner will promptly notify Service Provider Contractor of such breach and provide to Service Provider Contractor necessary information and support pertaining to any suit or proceeding contemplated or brought by Service Provider Contractor against Recipient for such breach. (iv) Service Provider Contractor shall not be responsible to Owners Owner for the consequence of the use or misuse of Service ProviderContractor’s Confidential and Proprietary Information Data by Third Partiesthird parties. Service Provider Contractor makes no warranties, express or implied, to the extent of any such use or misuse of Service Provider’s Confidential and Contractor's Proprietary Information Data by Third Partiesthird parties. (v) Nothing herein shall prevent Owners Owner from disclosing to the appropriate Government Authority any noncompliance or violation of Laws within the jurisdiction of such Government Authority.

Owners’ Disclosure to Third Party Recipients. (i) The disclosure by Owners Owner may disclose Contractor’s Proprietary Data to Third Parties third parties (hereinafter referred to as “Recipients” or “Recipient”) of Service Provider’s Confidential and Proprietary Information that has been furnished to Owners prior to or after the Effective Date of this Agreement, shall be governed exclusively by the provisions of this Agreement, and shall be made in accordance with the procedures and subject to the limitations set forth in Sections 14.4 this Section 19.2 and 14.5Section 19.3, provided that such disclosure is exclusively for [**]. Notwithstanding the foregoing, disclosures “[**]” in this Exhibit 10.01 indicates material that has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. Execution Version Confidential Trade Secret Information—Subject to Restricted Procedures of Contractor’s Proprietary Data (other than Contractor Non-Disclosable Information) may be made to Recipients for the purpose of evaluating the potential purchase of power from the Facility or in the exercise of the rights of such purchasers to review Owner’s generation expansion plans and such disclosures shall be governed exclusively by the provisions of the existing Non-Disclosure Agreement among SCE&G, Santee Xxxxxx and the Consortium Members dated September 11, 2007, as amended (the “Existing Confidentiality Agreement”). (ii) Owners Owner shall enter into a Confidentiality Agreement proprietary data agreement with the Recipient substantially on the terms set forth in Exhibit E (Form of Confidentiality Agreement)O-1; provided, however, that the Owners Owner may disclose such Confidential and Proprietary Information Data without entering into such agreements to those persons to which access is required by any Government Authority or as necessary in order to comply with Law, or, in the case of Owners that receive financing from or are subject to the rules or regulations of the U.S. Rural Utilities Service and the U.S. Department of Energy, such Owners may disclose such Confidential and Proprietary Information without entering into such agreements to the U.S. Rural Utilities Service and the U.S. Department of Energy. Any Recipient that has executed a confidentiality agreement or acknowledgement in a form attached to the EPC Agreement or agreement otherwise agreed to by Service Provider in connection with the provision of Confidential and Proprietary Information associated with the Project shall not be required to execute a new confidentiality agreement in the form of Exhibit E (Form of Confidentiality Agreement), it being agreed by the Parties that the confidentiality agreement or acknowledgment signed by such Recipient shall remain in effect for the purposes of and shall satisfy the requirements of, and be considered a Confidentiality Agreement under, this Article 14. (iii) Should Owners Owner discover a breach of the terms and conditions of a Confidentiality Agreement proprietary data agreement with a Third Partythird party, Owners Owner will promptly notify Service Provider Contractor of such breach and provide to Service Provider Contractor necessary information and support pertaining to any suit or proceeding contemplated or brought by Service Provider Contractor against Recipient for such breach. (iv) Service Provider Contractor shall not be responsible to Owners Owner for the consequence of the use or misuse of Service ProviderContractor’s Confidential and Proprietary Information Data by Third Partiesthird parties. Service Provider Contractor makes no warranties, express or implied, to the extent of any such use or misuse of Service ProviderContractor’s Confidential and Proprietary Information Data by Third Partiesthird parties. (v) Nothing herein shall prevent Owners Owner from disclosing to the appropriate Government Authority any noncompliance or violation of Laws within the jurisdiction of such Government Authority.