Confidentiality Statement

Both Central Hudson Gas and Electric Corporation and Licensee have a mutual obligation to protect confidential information (the obligations are more fully described below).

“Confidential Information” includes books, records, documents and other information disclosed in any application, the licensing process, audit or otherwise submitted as part of the Agreement, including forecasting information, customer information, trade secrets, technical and financial data about the other party, information related to Central Hudson, co-owners and/or the facilities. [Confidential information shall be marked or declared at the time of disclosure as “confidential”.]

Without the Disclosing Party’s prior written consent, Recipient shall not: (a) disclose to any third party the fact that Discloser has provided any Confidential Information to Recipient; (b) disclose to any third party the Confidential Information or any portion thereof; or (c) use Confidential Information for any purpose except as is necessary to perform and/or accomplish the transactions, provisions and/or work activity set forth in the License Agreement. Recipient shall only disclose Confidential Information to (1) those employees, accountants and attorneys who need to know such information in order to perform Recipient’s obligations in connection with the transaction, provisions and work activity set forth in the License Agreement, or (2) any other party with Discloser’s prior written consent. Before disclosure to any of the above parties, Recipient will have a written agreement in place sufficient to require that party to treat Confidential Information in accordance with this Agreement. The foregoing obligations shall not apply to any Confidential Information that Recipient can demonstrate (i) is or becomes publicly available without breach of this Agreement; (ii) Recipient rightly receives without obligation of confidentiality from a third party; or (iii) Recipient develops independently without reference to Confidential Information.

Recipient may disclose Confidential Information to the extent required by court order or pursuant to the rules and regulations of a governmental authority having jurisdiction over Recipient; provided, however, that prior to any such disclosure, unless prohibited by applicable law, Recipient shall: (a) notify Discloser promptly in writing so that Discloser may seek an appropriate protective order; and (b) cooperate to the fullest extent permitted by law with Discloser at Discloser’s expense in any proceeding to obtain an appropriate protective order.

Recipient agrees to use the same care and discretion to avoid disclosure of Discloser’s Confidential Information as it uses with its own similar information it does not wish to disclose, but in no event less than a reasonable standard of care. Recipient will promptly provide Discloser with notice of any actual or threatened breach of the terms of this Agreement or unauthorized disclosure of Discloser’s Confidential Information.

Discloser provides Confidential Information on an “as is” basis and will not be liable for any damages arising out of use of the Confidential Information.

In addition to any and all remedies available to Discloser at law or in equity, Recipient agrees to take all reasonable measures, including but not limited to court proceedings at Recipient’s own expense, to restrain its employees and/or Representatives from unauthorized use or disclosure of Confidential Information.

Recipient shall, when requested by Discloser, promptly destroy Discloser’s Confidential Information and any copies thereof and confirm said destruction in writing with Discloser.

Recipient expressly acknowledges that damages alone may not be an adequate remedy for any breach by Recipient of this Agreement and that Discloser, in addition to any other remedies which it may have, shall be entitled to seek injunctive relief, including specific performance, in any court of competent jurisdiction with respect to any actual or threatened breach by Recipient.

The substantive laws of the State of New York shall govern this Agreement, without reference to provisions relating to conflict of laws.

Nothing in this Agreement shall grant Recipient any copyright, trademark or other right in Discloser’s Confidential Information, except as expressly stated hereunder.

Questions relating to confidential information and each parties obligations and the ability to disclose or share confidential information shall be directed to legal counsel.