MPJ » Topics » CONFIDENTIALITY

This excerpt taken from the MPJ 10-Q filed May 7, 2009.

CONFIDENTIALITY

15.1     Scope. Each Party shall keep Confidential (a) this Agreement, (b) all negotiations concerning this Agreement, and (c) all documents, data, drawings, studies, projections, plans and other information, whether written or oral, which relate to economic benefits to or amounts payable by either Party pursuant to this Agreement or costs of operations of the Plant, including cost of fuel (items (a) through (c) are hereafter referred to as “Confidential Information”).

15.2     Exceptions. Either Party may, without violating this Article, disclose Confidential Information:

(a)      to such Party’s Affiliates, consultants, advisors, lenders, financiers, credit rating agencies, contractors, suppliers or to Owner or others involved in operation and maintenance of the Plant, provided that the Party making the disclosure obtains, as a condition precedent to the disclosure, a confidentiality agreement with the Person to whom the disclosure is being made (other than Affiliates, attorneys, accountants and full-time individual consultants) providing substantially the same assurance of maintaining confidentiality as the provisions of this Article, provided, further, that the disclosure shall not include any information relating to transactions downstream of the Energy Point of Delivery;

(b)      in public filings with the FPSC, the Securities and Exchange Commission and other governmental officials and parties involved in any proceeding whereby either Party is seeking a

 

 

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permit, certificate or other regulatory approval or order necessary or appropriate to carry out this Agreement; provided that the Party making the disclosure will exercise reasonable efforts to restrict public access of the information disclosed by way of protective order or otherwise; and

(c)      to governmental officials or the public as required by any Applicable Law, including Applicable Laws requiring disclosure of financial information, information material to financial matters and filing of financial reports; provided, that the Party making the disclosure will exercise reasonable efforts to restrict public access to the information disclosed by way of protective order or otherwise.

15.3     Certain Limitations and Public Announcements.  (a) The timing and content of all public announcements relating to the execution of this Agreement and the consummation of the transactions contemplated hereby shall be subject to approval by both Gulf Power and Shell prior to the release of such public announcements, and each Party agrees to cooperate with the other Party as appropriate to comply with all Applicable Laws with respect to public disclosures.

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