Exhibit 10(b)(iii)
CONFIDENTIAL INFORMATION
NON-DISCLOSURE AGREEMENT
This Agreement, dated as of May 21, 1996 is between Granite
State Energy, Inc., with offices at 00 Xxxxxxxx Xxxxx, Xxxxxxxx,
XX, ("GSEnergy") and New England Power Company, with offices at 00
Xxxxxxxx Xxxxx, Xxxxxxxxxxx, XX ("Company").
WHEREAS, the Company and GSEnergy wish to discuss a
prospective purchase of power for purposes of the New Hampshire
Retail Competition Pilot Program (the "Prospective Purchase");
FOR GOOD AND VALUABLE CONSIDERATION, GSEnergy and the Company
agree as follows:
1. In connection with the Prospective Purchase, the Company
will provide GSEnergy with certain proprietary and commercially
sensitive information and develop further such information with
GSEnergy (all of the foregoing hereinafter referred to as
"Information") which it wishes GSEnergy to maintain as
confidential. GSEnergy agrees that it will safeguard such
Information maintaining it confidential and not using it except for
the purposes of such review and analysis.
The term "Information" shall mean and includes all information
in whatever form, provided for the purpose of GSEnergy's review and
analysis, but is not information which:
(a) is in the public domain at the time of disclosure to
GSEnergy; or
(b) enters the public domain after disclosure to GSEnergy,
except where such entry is the result of a breach by
GSEnergy of this Agreement; or
(c) was already in the possession of GSEnergy prior to
disclosure to GSEnergy and was not then subject to an
obligation of confidence; or
(d) is rightfully disclosed to GSEnergy by a third person.
2. GSEnergy agrees to maintain all Information in secrecy
and confidence for a period of seven (7) years from the date of
disclosure thereof, using the same degree of care as is used to
protect its own Information. In no event will this degree of care
be less than a reasonable degree of care.
3. If GSEnergy desires to use individuals not employed by
GSEnergy, GSEnergy shall not disclose Information to these
individuals without obtaining prior written approval from the
Company and having appropriate non-disclosure agreements signed in
form and substance satisfactory to the Company.
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4. It will not constitute a violation of this Agreement for
GSEnergy to disclose Information as required by a governmental body
or a court of competent jurisdiction or as otherwise required by
law, provided that the Company has been given notice of such
requirement and been afforded a reasonable opportunity to contest
it, if applicable.
5. If any provision of this Agreement is or becomes or is
deemed invalid, illegal or unenforceable in any jurisdiction, such
provision shall be deemed amended to conform to applicable laws so
as to be valid and enforceable or, if it cannot be so amended
without materially altering the intention of the parties, it shall
be stricken, and the remainder of this Agreement shall remain in
full force and effect.
6. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of
Massachusetts.
7. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which
shall constitute together but one and the same document.
8. All notices from GSEnergy hereunder shall be in writing
and delivered to the attention of Xx. Xxxxxxx X. Xxxxx, New England
Power Company, 00 Xxxxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000. All
notices from the Company hereunder shall be in writing and
delivered to GSEnergy at the above address.
IN WITNESS WHEREOF, GSEnergy and the Company have caused this
Agreement to be executed by their authorized representatives.
GRANITE STATE ENERGY, INC.
By: s/Xxxx X. Xxxxxxx
Title: President
NEW ENGLAND POWER COMPANY
By: s/Xxxxxxx Xxxxxx
Title: President
