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Avista Corp. East 1411 Mission Ave. Spokane, WA 99202 CEll and CONFIDENTIAL INFORMATION NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement ("Agreement'') is entered into between Avista Corporation vista"), a Washington Corporation and The City of Moscow, ID ("Recipient), sometimes referred to collectively in this Agreement as the "Parties" and individually as a "Party". Background and Purpose: Avista has compiled and owns certain geographical information system data sets (the "GIS Data") cover ing its electric and natural gas service territories. Recipient intends to request the use of portions of A vis ta's GIS Data for use internally within its organization from time to time. The purpose of this Agreement is to document the agreement of the Parties as to the handling and protection of Avista's GIS Data while in Recipient's possession, especially as regards such information which may have national security and public health and safety implications. The Parties agree as follows: 1. Information Definitions Used in this Agreement: 1 .1 Critical Energy Infrastructure Information ("CEil"), as defined by the Federal Energy Regulatory Commission (FERC) in 1 8 C.F.R. § 388.1 1 3(c)(1) consists of: "Specific engineering, vulnerability, or detailed design information about proposed or ex isting systems and assets, whether physical or virtual, the incapacity or destruction of which would negatively affect security, economic security, public health or safety, or any combination thereof that: relates details about the production, generation, transportation, transmission, or distri bution of energy; (ii) could be useful to a person in planning an attack on critical infrastructure; (iii) is exempt from mandatory disclosure under the Freedom oflnformation Act, 5 U.S.C. § 552 (2000); and which (iv) does not simply give the general location of the critical infrastructure." 1.2 "Confidential Information" means any portion of the GIS Data transmitted by A vista to Reci pient that is identified as confidential and proprietary or CEIL Confidential Information will not include and this Agreement will not include: information that Recipient can demonstrate is publicly available (other than as a result of disclosure by a person who is prohibited by a contractual, legal or other obliga tion from disclosing the information); information that Recipient can demonstrate was already in its possession at the time of its disclosure, which was not acquired, directly or indirectly, from A vista on a confidential basis; information that is independently developed by Recipient without reference to or the use of any Confidential Information; or information that is lawfully received from sources other than A vista under circumstances not involving, to the best of Recipient's knowledge, any breach of any confidentiality obligation. 2. Disclosure of Confidential Information to Recipient Avista agrees to provide Recipient with GIS Data, under appropriate license agreements, subject to the provisions of this agreement pertaining to any portion of the GIS Data which contains Confidential In formation. CEil and Confidential Information NDA Page 1 of 4 A vista File No. R-37476 ---PAGE BREAK--- Avista Corp. East 1411 Mission Ave. Spokane, WA 99202 3. Limitations on Disclosure of Confidential Information. To the extent permitted by the Idaho Public Records Act, Idaho Code Section 9-337 through 9-349A: 3.1 Recipient shall not disclose or otherwise make available any Confidential Information disclosed by A vista to persons other than to employees and agents of Entity who have a need to access said infor mation in connection with use by recipient's internal departments for general reference and planning. 3.2 Recipient shall safeguard Confidential Information in a manner that limits improper access and/or use of Confidential Information disclosed hereunder and Recipient shall use no less care to protect the Confidential Information disclosed hereunder than it uses to protect its own proprietary or confidential information. 3.3 Notwithstanding the foregoing, Recipient may employ or otherwise engage third-party engineer ing or information technology individuals ("Third-party Providers") who may have access to Confidential Information in the normal course of their development, engineering, general maintenance, and support service activities to the Recipient. Such access for the limited purposes of performing development, engi neering, maintenance, and support service activities is acceptable to Avista, provided that such Third party Providers are under obligations of confidentiality to the Recipient that are at least as restrictive as those contained herein. Recipient shall be responsible for any breach of this Agreement by any of its Third-party Providers. 4. Designation and Marking of Confidential Information 4.1 All information designated by A vista as Confidential Information containing proprietary informa- tion will be conspicuously labeled: "Confidential Proprietary Information subject to the terms and conditions of an A vista Non-Disclosure Agreement. This information must not be released or disclosed to any person or entity that has not agreed in writing to be bound by the terms of the A vista Non-Disclosure Agreement. 4.2 CEil will be marked by A vista with the following legend: "Critical Energy Infrastructure Information (CEll) subject to the terms and conditions of an A vista Non-Disclosure Agreement. This information must not be released or dis closed to any person or entity that has not agreed in writing to be bound by the terms of the Avista Non-Disclosure Agreement. 5. Public Records Disclosure Requirements 5.1 A vista deems that all material provided to Recipient by A vista designated as Confidential Infor mation is exempt from the public inspection and copying requirements of the Freedom oflnformation Act and State Public Records Acts, as provided for in the exemption provisions of such acts. 5.2 In the event that Recipient becomes legally compelled (by a FOIA or public records release re quest, deposition, interrogatory, request for documents, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, Recipient shall give A vista prompt prior CEil and Confidential Information NDA Page 2 of4 A vista File No. R-37476 ---PAGE BREAK--- Avista Corp. East 1411 Mission Ave. Spokane, WA 99202 written notice of such requirement so that A vista may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, Recipient agrees to provide only that limited portion of the Confidential Information that it is advised by written opinion of counsel is le gally required and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information, to the extent possible. 5.3 Should Recipient disclose Confidential Information to any person in a manner not authorized un der this Agreement or lose control over any Confidential Information, whether inadvertently or otherwise, Recipient shall immediately notify A vista, and shall take all steps as may be requested by A vista to secure the prompt return or destruction of any Confidential Information in tangible form released without proper authorization. 6.0 Breach of Non-Disclosure Obligations 6.1 Recipient agrees that any breach of this Agreement will cause A vista substantial and irreparable harm which may not be adequately compensated by monetary damages. Accordingly in the event of a breach, or a threatened breach of Confidential Information by Recipient or its Third Party Providers, A vista will be entitled to injunctive relief, in addition to any other remedies available at law or equity. 6.2 Avista may audit Recipient's compliance with this Agreement at Avista's sole cost and during normal business hours. If Recipient breaches its obligation under this Agreement, A vista will not provide Recipient any additional Confidential Information until A vista determines that Recipient has resumed compliance with this Agreement. 7. No Warranty A vista makes NOW ARRANTY, express or implied, including, but not limited to, any implied war ranty concerning the accuracy (or completeness) of any Confidential Information provided to Reci pient by A vista or the fitness of such information for any particular purpose. Without limiting the generality of the foregoing, any Confidential Information provided by A vista is subject to change without notice and is made available under this Agreement "AS IS," with all defects, errors, and deficiencies, and without any representation or warranty as to completeness or accuracy. 8. Term This Agreement shall bind the signatories hereto until its termination by a signatory by written notice to the other party; provided, however, that such termination shall not affect any obligation with respect to Confidential Information received by Recipient prior to such termination, until Recipient confirms in writing to A vista that it has either returned to A vista all of the Confidential Information that it re ceived from A vista, and all copies thereof or destroyed all Confidential Information received hereund er, in whatever form. A vista may, at any time during the term of this Agreement, request the return of any or all Confidential Information in Recipient's possession. 9. No Waiver Each Party understands and agrees that no failure or delay by the other in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor shall any single or partial exercise thereof prec lude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. CEll and Confidential Information NDA Page3 of4 A vista File No. R-37476 ---PAGE BREAK--- Avista Corp. East 1411 Mission Ave. Spokane, WA 99202 10. Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of Idaho without regard to its conflicts of laws principles. 11. Assignment Prohibited Any assignment of Recipient's rights, obligations or duties under this Agreement without A vista's prior written consent, will be void. 12. Entire Agreement; Amendment This Agreement contains the entire agreement between the Parties concerning the protection of Confiden tial Information, and no modification of this Agreement or waiver of its terms and conditions will be binding upon the Parties, unless approved in writing by each of them. 13. Severability Should any provision or provisions of this Agreement be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or im paired thereby. This Agreement has been signed by each Party's authorized representative on the date(s) set forth below. A vista Corporation Randi Rich (Printed Name) Manager, Engineering Technical Services (Title) (Date) CEll and Confidential Information NDA Page 4 of4 A vista File No. R-37476