NDA Form 21-269-Q~1.docx

Non-Disclosure Agreement Critical Energy/Electric Infrastructure Information (CEII)

Page of 3 This Agreement is entered into this day of

, 2022 by and between , (hereinafter "Recipient") and Eugene Water & Electric Board, (hereinafter “EWEB”).

In the course of completing work, Recipient may require access to EWEB Systems and information that will subject the Recipient to obligations of Non-Disclosure of Confidential Information described herein. EWEB is the custodian of information that contains Confidential Information including Critical Energy/Electric Infrastructure Information (hereinafter “CEII” or “Confidential Information”) that is or could fall into the definition of CEII as defined by 18 CFR § 388.113. Confidential Information to be disclosed may also be specifically exempt from disclosure by Oregon Public Record Law, which includes:

192.345 Public records conditionally exempt from disclosure.

(22) Records or information that, if disclosed, would allow a person to:

(a) Gain unauthorized access to buildings or other property;

(b) Identify those areas of structural or operational vulnerability that would permit unlawful disruption to, or interference with, services; or

(c) Disrupt, interfere with or gain unauthorized access to public funds or to information processing, communication or telecommunication systems, including the information contained in the systems, that are used or operated by a public body.

(23) Records or information that would reveal or otherwise identify security measures, or weaknesses or potential weaknesses in security measures, taken or recommended to be taken to protect:

(a) An individual;

(b) Buildings or other property;

(c) Information processing, communication or telecommunication systems, including the information contained in the systems; or

(d) Those operations of the Oregon State Lottery the security of which are subject to study and evaluation under ORS 461.180 (6).

192.355 Public records exempt from disclosure.

(8) Any public records or information the disclosure of which is prohibited by federal law or regulations.

(33) Information about review or approval of programs relating to the security of:

(a) Generation, storage or conveyance of:

(A) Electricity;

(B) Gas in liquefied or gaseous form;

(C) Hazardous substances as defined in ORS 453.005 (7)(a), (b) and (d);

(D) Petroleum products;

(E) Sewage; or

(F) Water.

(b) Telecommunication systems, including cellular, wireless or radio systems.

(c) Data transmissions by whatever means provided.

Recipient is given access to that information listed below, but only to the extent required to conduct EWEB business.

Therefore, Recipient agrees to the following:

1. Critical Energy/Electric Infrastructure Information: Recipient acknowledges that EWEB CEII information is confidential or exempt from disclosure and shall not be used, disclosed to third parties, or accessed except as permitted by this Agreement. Recipient shall maintain CEII in a securelocation.

2. Non-Disclosure: Recipient agrees to hold CEII Information in strict confidence, and to use CEII information only for purposes listed below and agreed to by the parties.

3. Unauthorized Use: Recipient shall use its best efforts to assist EWEB in identifying and preventing any unauthorized use or disclosure of any CEII. Without limitation of the foregoing, Recipient shall advise EWEB immediately if it learns or has reason to believe that any person who has had access to CEII has violated or intends to violate the terms of this Agreement and Recipient will at its expense cooperate with EWEB in seeking injunctive or other equitable relief in the name of EWEB or Recipient against any such person.

4. Ownership of Critical Energy Infrastructure Information. Recipient agrees that all CEII shall remain the property of EWEB. Nothing contained herein shall be construed as granting or implying any transfer of rights to Recipient in the Confidential Information.

5. Injunctive Relief: Recipient acknowledges that breach of this Agreement, including disclosure of any CEII, will result in irreparable harm to EWEB for which damages would not be an adequate remedy. Accordingly, EWEB may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Recipient acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of EWEB and are reasonable in scope and content.

6. Notification. Recipient agrees to notify EWEB immediately of any known or presumed unauthorized release of CEII information. Recipient shall contact: Sandra.hahn@eweb.org.

7. Return of Confidential Information: Recipient agrees that, except as directed by EWEB, Recipient will not at any time during or after the term of this Agreement disclose, directly or indirectly, any CEII to any person. Upon completion of intended use or within 1 business day of EWEB’s request, Recipient will turn over to EWEB all documents, papers, and other matter in Recipient’s possession which embody Confidential Information, except only to the extent that Recipient’s work product has appropriately incorporated such Confidential Information. In the alternative to returning the Confidential Information, and only if EWEB is satisfied with the security of the process, destruction of some or all of the Confidential Information held by Recipient may be permitted by EWEB’s written authorization.

8. Survival of Rights and Obligations. The obligations of this Agreement shall be binding on Recipient even after the original use of the Confidential Information or until such a time as the Confidential Information disclosed is no longer confidential.

9. Indemnification. Recipient agrees to indemnify, save and hold EWEB, its officers, agents and employees harmless from and against any and all claims, actions, liabilities and costs arising out of any reliance on the Confidential Information by Recipient or any other person to whom Recipient furnishes the Confidential Information, or arising from Recipient’s negligence or wrongful use of the Confidential Information, or any and all other claims arising out of Recipient’s direct use of the Confidential Information.

10. Venue. The provisions of this Agreement shall be construed in accordance with the laws of the State of Oregon and ordinances of Lane County, Oregon. Any legal action arising from this agreement shall be brought in Lane County, Oregon. If the claim must be brought in a federal forum, then it shall be brought and conducted in the United States District Court for the District of Oregon in Eugene, Oregon.

Recipient’s authorized access to and use of Confidential Information is limited to the following Scope of Work:

Part 12D Safety Inspection for Leaburg-Walterville Project

By signing below, Recipient agrees to be bound to the provisions provided above.

Recipient's Name: Title:

Print Name:

Date:

EWEB representative completes the following:

Confidential Information to be accessed by or disclosed to Recipient:

_Daniel Huang )EWEB Representative: Title: Supervisor-Dam Safety

_Daniel Huang )Print Name:

Date:

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