Confidentiality Agreement for ERO Certification
Team Members Who Are Not ERO Employees
This Confidentiality Agreement (“Agreement”), effective ________________________, is by and between
the North American Electric Reliability Corporation (“NERC”), and _________________________, a
member of a NERC Certification Team (“Certification Team”), herein after collectively referred to as the
“Parties”.
WHEREAS, a Certification Team has been formed to conduct the certification of activities (“Certification”)
of responsible entities under NERC’s reliability standards, including entities to whom reliability tasks have
been delegated; and
WHEREAS, the members of the Certification Team (other than those that are NERC or Regional Entity
employees) are not NERC employees but are persons with specific credentials representing specific
industry participants to fill Team Member positions with specific requirements and are serving at on
request as a participant in the NERC Certification Process; and,
WHEREAS, in order for the Certification Team to fulfill its objectives, it is necessary for the Certification
Team to be able to conduct open and unconstrained discussions and to review confidential information
and/or market sensitive data:
The Parties therefore agree as follows:
1. The term “CONFIDENTIAL INFORMATION,” as used herein, shall mean all confidential information,
as that term is defined in Section 1501 of the NERC Rules of Procedure, as may be amended from
time to time, that the Parties share or receive for the purpose of conducting the Certification.
CONFIDENTIAL INFORMATION shall be identified by the Parties, by an owner, operator or user of
the bulk power system and by any other party or entity (the “submitting entity”) in accordance
with the provisions of Section 1502 of the NERC Rules of Procedure, as may be amended from
time to time. CONFIDENTIAL INFORMATION shall include information generated by the
Certification Team or by either Party or their representatives that contains, reflects or is derived
from the CONFIDENTIAL INFORMATION. However, the term CONFIDENTIAL INFORMATION shall
not include Certification findings or a general description sufficient to explain the Certification
findings nor does it include information which is or becomes generally available to the public other
than as a result of acts by the undersigned Parties or anyone to whom the undersigned Parties
supply the information. If an undersigned Party concludes that information for which it had
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sought confidential treatment no longer qualifies for that treatment, it shall promptly notify the
other Party.
2. The Certification Team Member understands and agrees that the CONFIDENTIAL INFORMATION is
being made available solely for purposes of the NERC required Certification and the CONFIDENTIAL
INFORMATION shall not be disclosed to any person, except as in accordance with Section 1500, et
seq., of the NERC Rules of Procedure, as may be amended from time to time. To help ensure that
CONFIDENTIAL INFORMATION does not inappropriately appear in reports intended for public
disclosure, a draft of the certification report shall be made available to the evaluated entity by the
Certification Team prior to disclosure. The Certification Team shall consult with the evaluated
entity in an effort to address any concerns the evaluated entity may have regarding this matter.
Appropriate measures to be taken may include developing a public and nonpublic version of the
report. The Parties understand and agree that this paragraph does not prohibit disclosure of
Certification findings and a general description of the circumstances sufficient to explain the
Certification findings.
3. The Certification Team Member agrees to use the same care and discretion to avoid disclosure,
publication, or dissemination of CONFIDENTIAL INFORMATION as the Certification Team Member
uses with his or her own similar information that he or she does not wish to disclose, publish or
disseminate. The Certification Team Member agrees to secure all CONFIDENTIAL INFORMATION
under his/her control in locked files at all times when not in use to prevent its loss or unauthorized
disclosure, and to segregate CONFIDENTIAL INFORMATION at all times from the material of others.
The Certification Team Member is bound by, and subject to, all provisions of Section 1500, et seq.,
of the NERC Rules of Procedure, as may be amended from time to time.
4. At the conclusion of the Certification Process, the Certification Team Member will promptly
destroy or return to the evaluated entity, all CONFIDENTIAL INFORMATION received under this
Agreement and will not keep any form of a copy of such CONFIDENTIAL INFORMATION. However,
the obligations to protect CONFIDENTIAL INFORMATION as stated in this Agreement shall remain.
NERC may retain CONFIDENTIAL INFORMATION for its official records as necessary.
5. The Certification Team Member understands and agrees that CONFIDENTIAL INFORMATION shall
not be used in any manner to further the commercial interests of any person or entity or for any
other purpose.
6. This Agreement shall be for the sole benefit of the Parties hereto. This agreement may be
modified or waived only by a separate writing signed by the Parties. If any clause or provision of
this Agreement is illegal, or unenforceable, then it is the intention of the Parties hereto that the
remainder of this Agreement shall not be affected thereby, and it is also the intention of the
Parties that in lieu of each clause or provision that is illegal, invalid or unenforceable, there be
Confidentiality Agreement for ERO Certification Team Members Who Are Not ERO Employees
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added as part of this Agreement a clause or provision as may be possible and be legal, valid and
enforceable. This Agreement will be governed and construed in accordance with the laws of the
State of New Jersey with the exception of its laws governing choice of law. Notwithstanding the
preceding sentence, if the Certification Team Member is an employee of an instrumentality of the
U.S. federal government, this Agreement will be governed and construed in accordance with the
federal laws of the United States.
7. This Agreement shall have a term of three (3) years from the date hereof, except that the
obligations of paragraphs 2. through 5. shall continue beyond the end of this Agreement.
Certification Team Member
North American Electric Reliability Corporation
Signed:
Signed:
________________________
________________________
Print Name:
Print Name:
________________________
________________________
Date:
Date:
________________________
________________________
Confidentiality Agreement for ERO Certification Team Members Who Are Not ERO Employees
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