N-8NSPML (NSEB) RIR 1 to 44 - Redacted
15 passages
10.3 Effect of Termination - (a) Obligations on Termination When this Agreement terminates: - (i) each Party shall promptly return to the other Party all Confidential Information of the other Party in the possession of such Party, and dest...
AI summary This section outlines the obligations and surviving terms upon termination of the agreement, including the return of confidential information, the resolution of outstanding O&M contracts, and the survival of certain obligations and rights post-termination.
2.2 Confidentiality (a) Subject to Section 2.2(b) , all Information disclosed by a Party pursuant to the Negotiation Procedure, the Mediation Procedure, the Arbitration Procedure or the Expert Determination Procedure shall be treated as co...
AI summary Section 2.2 outlines confidentiality rules for information disclosed during various procedures. Information shared under these procedures must remain confidential and cannot be used in subsequent proceedings without consent. However, this does not prevent disclosure of information not exclusively received under these procedures, as permitted by the Project NDA.
" Confidential Information " means: (a) all information, in whatever form or medium, whether factual, interpretative or strategic, furnished by or on behalf of the Disclosing Party, directly or indirectly, to the Receiving Party, including...
AI summary The text defines 'Confidential Information' as any information shared between the Disclosing and Receiving Party, including data, documents, and other materials related to the Disclosing Party's assets, business, or affairs. It also defines 'Confirmation' as per the Nalcor Master Agreement and 'Contract Year' as the period from September 1 to August 31.
7.3 Record Keeping and Audit Rights Each Party shall keep complete and accurate records and all other data required by it for the purpose of proper administration of this Agreement. All such records shall be maintained in accordance with G...
AI summary This section outlines the record-keeping and audit rights under the agreement, requiring parties to maintain accurate records and allow access for verification purposes. It also specifies the use of employees or third-party auditors, subject to confidentiality requirements, and the responsibility for associated costs.
9.3 Effect of Termination - (a) Obligations on Termination - When this Agreement terminates: - (i) each Party shall promptly return to the other Parties all respective Confidential Information of the other Parties in the possession of such...
AI summary This section outlines the obligations and surviving terms upon termination of the agreement. Upon termination, parties must return or destroy confidential information and are otherwise relieved of obligations, except as specified. Certain terms, including final account settlements and obligations arising before termination, continue to apply.
14.1 Confidentiality and Restricted Use (a) Subject to the terms and conditions of this Agreement, each Receiving Party shall not use the Confidential Information furnished to it by a Disclosing Party or its Representatives for any purpose...
AI summary This section outlines the confidentiality obligations under the agreement, requiring Receiving Parties to use Confidential Information only for the Authorized Purpose and to implement safeguards to prevent disclosure or misuse.
14.3 Reliance on Certain Confidential Information Notwithstanding Sections [14.2(a)](#page-45-0) and [14.2(b)](#page-46-2) , a Party may rely on any Confidential Information comprising or included within each of the following for the purpo...
AI summary This section outlines exceptions to confidentiality rules, allowing parties to rely on specific confidential information such as Nalcor bids, variance forecasts, settled forecasts, and NSPI solicitations for purposes outlined in the agreement.
14.4 Disclosures Required by Law - (a) Nalcor and its Affiliates are at all times subject to the provisions of NL legislation as such legislation may be amended or varied, including, but not limited to, the Access to Information and Protec...
AI summary This section outlines the legal disclosure requirements under NL legislation, particularly the Access to Information and Protection of Privacy Act (ATIPPA) and the Energy Corporation Act. Nalcor agrees to protect confidential information provided by Emera and NSPI, and will resist disclosure requests to safeguard their competitive position and avoid financial harm.
14.6 UARB Confidentiality If NSPI is required by the UARB to disclose: (a) information of a commercially-sensitive and confidential nature, as determined by Nalcor, that is provided by Nalcor to NSPI pursuant to this Agreement, including t...
AI summary The section outlines NSPI's obligations regarding the confidentiality of information provided by Nalcor and Emera, which may be required to be disclosed to the UARB. NSPI must ensure such information is handled confidentially by the UARB and not released publicly.
14.8 Restrictions on Emera Access to Nalcor Confidential Information - (a) For the purposes of interpreting Emera's right to disclose Confidential Information to its Representatives as provided for by Section [14.1(c)](#page-44-0) , the fo...
AI summary This section outlines restrictions on Emera's access to Nalcor's confidential information, specifying who qualifies as Emera's Representatives and under what conditions Marketing Personnel and Affiliates may receive confidential information. It also addresses the assignment of Emera Rights to affiliated entities.
ARTICLE TEN: MISCELLANEOUS Section 10.6 ("Governing Law") is amended by: (1) deleting the words "State of New York" on the third and fourth lines and replacing them with the words "Province of Newfoundland and Labrador", and (2) adding the...
AI summary This section amends several clauses in Article Ten of the agreement, including changes to the governing law, the addition of the Energy Access Agreement to a general clause, and the incorporation of Article 14 of the EAA into the confidentiality clause.
4.9 Records and Audits Each Party shall keep complete and accurate records and all other data required by it for the purpose of proper administration of this Agreement. Records shall be retained for at least seven years after the year in w...
AI summary This section outlines requirements for record-keeping and audit procedures under the agreement, including retention periods, access rights, and confidentiality obligations. It specifies that each party must maintain accurate records for seven years and grant access to relevant financial and operational data. Costs for verification activities are to be borne by the respective parties.
11.1 Confidentiality and Restricted Use - (a) Subject to the terms and conditions of this Agreement, each Receiving Party shall not use the Confidential Information furnished to it by a Disclosing Party or its Representatives for any purpo...
AI summary This section outlines confidentiality obligations under the agreement, specifying that receiving parties must not disclose confidential information to third parties without prior consent and must ensure that representatives and lenders who receive the information are bound by similar confidentiality obligations.
11.3 Disclosures Required by Law - (a) Nalcor and its Affiliates are at all times subject to the provisions of NL legislation as such legislation may be amended or varied, including, but not limited to, the Access to Information and Protec...
AI summary This section outlines the legal disclosure requirements under NL legislation, specifically the Access to Information and Protection of Privacy Act (ATIPPA) and the Energy Corporation Act. It emphasizes that Nalcor must not disclose confidential information provided by Emera and its affiliates, even if required by law, and outlines the potential legal processes if such a disclosure challenge arises.
2.2 Confidentiality (a) Subject to Section 2.2(b), all Information disclosed by a Party pursuant to the Negotiation Procedure, the Mediation Procedure, the Arbitration Procedure or the Expert Determination Procedure shall be treated as con...
AI summary Section 2.2 outlines confidentiality rules for information shared during negotiation, mediation, arbitration, or expert determination procedures. All disclosed information must remain confidential, and parties cannot use it in subsequent proceedings without consent, except as permitted by the Project NDA.