Data Licensing Agreement

Transcription

1 Data Licensing Agreement

2 PEAK RELIABILITY DATA LICENSING AGREEMENT This Data Licensing Agreement and Exhibit A, incorporated herein by reference, (the Agreement ) is entered into as of [Date] (the Effective Date ) by and between Peak Reliability, a Utah corporation with principal offices at 7600 NE 41st St., Suite 150, Vancouver, WA ( Peak ) and [Data Requestor name], a [state of incorporation] [entity type (corp/llc)] with principal offices at [address] ( Data Requestor ), individually referred to as a Party and collectively referred to as the Parties. A. WHEREAS, Data Requestor [what Data Requestor does] ("Data Use"); B. WHEREAS, Peak collects and analyzes data to perform its duties as Reliability Coordinator for the Western Interconnection; and C. WHEREAS, Data Requestor desires to obtain from Peak, and Peak desires to license to Data Requestor, certain Requested Data for Data Requestor s Data Use, all on the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties hereby agree as follows: 1. Definitions. 1.1 Bulk Electric System shall have the meaning given Bulk Electric System in the NERC Glossary as may be amended from time to time. 1.2 Confidential Information shall have the meaning specified in Section 7 (Confidential Information) below. 1.3 "Derived Information" shall mean any data or other information created from the analysis of any Requested Data. Data or analysis, except Synchrophasor Data, that has been sufficiently aggregated or masked so that Original Data Provider s data cannot be identified is not considered Derived Information. 1.4 Data Requestor Products shall mean any product or service, as more particularly set forth in Exhibit A, developed by or for Data Requestor through the use of the Requested Data and/ or in which the Requested Data is a component, but which may also include other information, research tools and/or resources in addition to the raw Requested Data. 1.5 Original Data Provider means a Balancing Authority, Transmission Operator or other entity within Peak s Reliability Coordinator Area that provided some or all of the Requested Data to Peak. 1.6 End User shall mean end users of the Data Requestor Products. PAGE 1 DATA LICENSING AGREEMENT

3 1.7 FERC shall mean Federal Energy Regulatory Commission. 1.8 NERC shall mean North American Electric Reliability Corporation. 1.9 NERC Glossary shall mean the Glossary of Terms Used in NERC Reliability Standards, including any amendments or changes to that document that may be finally approved by FERC and included by NERC in the NERC Glossary Peak Reliability Coordinator Area means the Western Interconnection, excluding the Alberta Electric System Operator Reliability Coordinator shall have the meaning given this term in the NERC Glossary as may be amended from time to time Reliability Standards shall have the meaning provided in the NERC Glossary and shall mean at any time the current NERC Relaibility Standards, as approved by FERC Requested Data shall mean the data identified in Exhibit A and all Updates thereto, and any other information or data provided by Peak to Data Requestor Synchrophasor Data electrical grid phasor measurements regardless of periodicity of data being metered or exchanged, using a common time source for synchronization, and phasor registry information. Computer applications and data exchange systems that carry Synchrophasor Data include, but are not limited to PMUs, phasor data concentrators, and other real-time phasor and other data displays Updates shall mean all additions or changes to the Requested Data developed or assembled by or for Peak during the term of this Agreement Western Interconnection means interconnected electrical systems that encompass all or portions of the 14 western states of the United States, the provinces of Alberta and British Columbia, Canada, and the northern portion of Baja California, Mexico. 2. Data Use and Ownership. 2.1 Use of Requested Data. Data Requestor shall use Requested Data only as set forth in Exhibit A. Any use or disclosure of Requested Data in breach of any limitations set forth in Exhibit A shall be deemed a material breach of this Agreement. 2.2 Ownership of Requested Data. The rights, title and interests of each Party with respect to Requested Data and Derived Information are set forth in Exhibit A. Data Requestor shall not disclose, share, sell, rent, transfer or otherwise use Requested Data or Derived Information in any manner inconsistent with its rights, title and interest as PAGE 2 DATA LICENSING AGREEMENT

4 set forth in Exhibit A, or in violation of the rights of Peak or any Original Data Provider, as set forth in Exhibit A. 2.3 Use in Data Requestor Products. As set forth more particularly in Exhibit A, Peak hereby grants to Data Requestor a non-exclusive, non-transferable license to extract, use, reformat and integrate the Requested Data (in whole or in part) into Data Requestor Products. Data Requestor shall not distribute, sell, license or otherwise commercialize or make Requested Data available to any third parties. 2.4 Delivery and Updates. When necessary in Peak s judgement, Peak will provide the Data Requestor with the then-current Requested Data as specified in Exhibit A, and will provide or make available all Updates as specified in Exhibit A. For planning purposes, Peak shall provide as much advance notice as possible to Data Requestor of the anticipated delivery date of Updates or any delay in the delivery of Updates. 3. Fees and Payment. Exhibit A. 3.1 Fees. Data Requestor agrees to pay to Peak the fees specified in 3.2 Taxes. Each Party shall be solely responsible for the payment of all applicable federal and state taxes, including any sales, use, excise or transfer taxes and other taxes, associated with payments to it under this Agreement, except for taxes assessed on the other Party s net income. However, Peak must withhold and submit on Data Requestor's behalf for taxes where applicable. 3.3 Records; Examination Rights. Data Requestor shall maintain books and records with respect to use of the Requested Data and Data Requestor Products foruntil at least two (2) years after the termination of this Agreement. No more than once per year and during normal business hours on at least fifteen (15) business days prior written notice, Peak shall have the right to examine Data Requestor's records for the sole purpose of confirming compliance with this Agreement. Any such examination of records shall be performed at Data Requestor s expense. 4. Term and Termination. 4.1 Term. This Agreement shall continue for a term of [will vary according to proposed project], unless earlier terminated as set forth herein or until either Party terminates the Agreement by providing at least thirty (30) days written notice. Either Party may terminate this Agreement at any time and without penalty if it reasonably determines that the other Party or anything arising under or related to this Agreement pose a security, reputational or other material risk. Peak reserves the right to immediately terminate access to the Requested Data if the Data Requestor is in breach of this Agreement. PAGE 3 DATA LICENSING AGREEMENT

5 4.2 Upon termination of this Agreement, Data Requestor will pay Peak all undisputed charges and amounts due and payable for services performed under this Agreement. 4.3 Default. If either Party defaults in the performance of any of its material obligations hereunder, and if any such default is not corrected within thirty (30) calendar days after written notice thereof to the defaulting Party, then the non-defaulting Party, at its option, may, in addition to any other remedies it may have, thereupon terminate this Agreement by giving written notice of termination to the defaulting Party. 4.4 Survival. The provisions of Section 2 (Data Use and Ownership), Section 3 (Fees and Payment), Section 6 (Liability and Indemnification), Section 7 (Confidentiality) and Section 8 (General) shall survive any termination or expiration of this Agreement. 5. Representations and Warranties. 5.1 Warranty Terms. The Requested Data is provided AS IS, without any warranty of any type whether expressed or implied, including any warranties of merchantability or fitness for a particular purpose. The Requested Data is subject to constant change and its accuracy cannot be guaranteed. Peak does not warrant that the Requested Data will meet the requirements of the Data Requestor or that the operation of the Requested Data or its delivery methods will be uninterrupted or error free, or that any defects in or of the Requested Data will be corrected. 5.2 Disclaimer. EACH PARTY SPECIFICALLY DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, ALL STATUTORY OR OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. 5.3 Peak represents and warrants that: (i) there are no approvals from any governmental agency or authority which are required for the delivery of Requested Data by Peak or use of Requested Data by Data Requestor; and (ii) there is no claim, suit, action or proceeding pending (a) alleging any violation, conflict or infringement with any intellectual property or other proprietary right owned by any other person or entity with respect to the Requested Data or (b) challenging Peak's use of, or the validity or enforceability of, the Requested Data. 5.4 Data Requestor represents and warrants that Data Requestor shall make no use of the Requested Data, Derived Information or Data Requestor Products that will harm Peak or any Original Data Provider. The representations and warranties set forth in this Agreement shall be deemed repeated each time the Requested Data contemplated by this Agreement are received or used by Data Requestor. PAGE 4 DATA LICENSING AGREEMENT

6 6. Liability and Indemnification. 6.1 Liability and Consequential Damages. IN NO EVENT SHALL PEAK BE LIABLE FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. PEAK'S TOTAL LIABILITY TO DATA REQUESTOR UNDER OR ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNTS PAID OR DUE AND OWING BY DATA REQUESTOR TO PEAK HEREUNDER. 6.2 Indemnification. Data Requestor shall indemnify, defend, and hold harmless Peak, Original Data Provider, and their officers, directors, employees, and agents from any and all third party claims, actions or damages (collectively, Claims ) of any kind and nature whatsoever, by or to any and all persons or property, arising directly or indirectly from Data Requestor's breach of this Agreement. 7. Confidentiality. 7.1 Confidential Information. Confidential Information means any information disclosed previously or in the future by either Party to the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, and facility information) which is not generally known to the public or which the receiving Party should reasonably know is confidential or proprietary. Confidential Information may also include information disclosed to Peak by its member organization or other third parties. 7.2 Confidentiality and Compliance with Laws. Each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except as set forth herein, and shall not disclose such Confidential Information to any third party without the prior written authorization of the other Party, provided, however, that Peak may disclose Data Requestor Confidential Information to Original Data Provider as necessary. Without limiting the foregoing, each of the Parties shall use at least the same degree of care which it uses to prevent the disclosure of its own Cconfidential Iinformation of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement and must protect the Confidential Information consistent with recognized information security industry standards for the category of data provided. Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party s Confidential Information. Notwithstanding anything in this Agreement to the contrary, both Parties shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Requested Data. 7.3 Disposal of Confidential Information. Upon expiration or termination of this Agreement in accordance with Section 4.1, each Party will delete and destroy or return all copies of the Confidential Information of the other Party in such Party s PAGE 5 DATA LICENSING AGREEMENT

7 possession. If a Party elects to delete and destroy Confidential Information, the Party deleting and destroying such Confidential Information must provide written confirmation that such data has been deleted and destroyed. However, this requirement shall not apply where either Party must retain Confidential Information to satisfy archival obligations under applicable law. Peak will provide a confirmation of destruction or deletion to those Original Data Providers whose data was shared. For the avoidance of doubt, the foregoing shall restrict the ability of Data Requestor to retain and use the Requested Data pursuant to the other provisions of this Agreement, after the expiration or termination of this Agreement, unless such post-termination uses are set forth in Exhibit A. 7.4 Disclosure to Original Data Providers. Notwithstanding anything herein to the contrary, Peak may disclose Data Requestor Confidential Information to any Original Data Provider provided that the disclosure is reasonably necessary to Peak's operation or obligations to its members, or the reliability of the Bulk Electrical System in the Western Interconnection. Peak shall ensure that any Original Data Provider that receives Data Requestor Confidential Information has agreed in writing not to disclose or use Data Requestor Confidential Information in any manner contrary to or inconsistent with the terms of this Agreement. 7.5 Exceptions. With the exception of Requested Data, neither Party shall have liability to the other with regard to any Confidential Information of the other Party which the receiving Party can prove: (i) is disclosed as an authorized use or disclosure in Exhibit A; (ii) was publicly available at the time it was disclosed or has become legitimately publicly available through no fault of the receiving Party; (iii) was known to the receiving Party, without restriction, at the time of disclosure, as demonstrated by competent evidence; (iv) is disclosed with the prior written approval of the disclosing Party; (v) was independently developed by the receiving Party without any use of the Confidential Information; or (vi) is disclosed generally to third parties by the disclosing Party without restrictions similar to those contained in this Agreement. In addition, the receiving Party shall be entitled to disclose the other Party s Confidential Information to the extent such disclosure is required by order or requirement of a court, administrative agency, or other governmental body, provided, however, that the receiving Party shall provide prompt notice thereof to the disclosing Party to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. 7.6 Cybersecurity and Privacy. Data Requestor shall implement and maintain information security controls sufficient to protect Requested Data from any unauthorized access, loss, destruction, acquisition, or modification. Such information controls shall include, but are not limited to, protection, processing, use and storage, transmission and disposal of Requested Data. These information security controls shall be consistent with and no less rigorous than recognized information securityaccepted industry standards. PAGE 6 DATA LICENSING AGREEMENT

8 7.7 Security Breaches. Data Requestor shall promptly notify Peak of any incident resulting in, or likely to result in, unauthorized access, acquisition, destruction, or loss or alteration of Confidential Information (a Security Incident ). In the event of a Security Incident affecting Requested Data, Data Requestor shall: (i) promptly notify Peak; (ii) promptly start an investigation of the Security Incident and take all appropriate actions to mitigate any material risk that may arise from the Security Incident; and (iii) upon Peak's reasonable written request, provide Peak with a written report on the outcome of its investigation. Peak shall treat all Security Incidents or other notifications pursuant to this section as Data Requestor Confidential Information, provided, however, that Peak may disclose the occurrence of a Security Incident to Original Data Providers and to the extent required by applicable law, NERC Reliability Standards or contractual obligations in connection with Peak's notification obligations. Notwithstanding the foregoing, Peak shall disclose information related to a Security Incident only: (i) to the extent required by applicable laws, court order, or as necessary to comply with contractual obligations, (ii) to the extent such Security Incident poses a significant threat to the reliability of the Western Interconnection; and (iii) with prompt written notice to Data Requestor prior to such disclosure. Data Requestor shall cooperate in good faith regarding the timing and manner of: (a) any notification to affected Original Data Providersparties concerning a Security Incident; and (b) disclosures to appropriate governmental entities. 7.8 Security Audits. Prior to Peak providing the Data to Data Requestor, Data Requestor must undergo at Data Requestor 's expense, a third party assessment of Data Requestor s information security controls ( Audit ). Additionally, Data Requestor shall, at least annually and at Data Requestor's expense, procure a third party to conduct an assessment Audit of information security controls (the "Secuirty Audit"). The Security Audit shall be conducted according to recognized information security industry standards. Upon reasonable written notice, Data Requestor shall provide Peak with a copy of its most recent Security Audit. Peak shall treat the results of the Security Audit and any related information as Data Requestor Confidential Information. 8. General. 8.1 Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington, without reference to conflict of laws principles. The Parties hereby expressly consent to the jurisdiction and venue of the state and federal courts located in the Western District of Washington, and the Parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. 8.2 Severability. If any provision in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save PAGE 7 DATA LICENSING AGREEMENT

9 such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect. In such event, the Parties shall negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects the Parties intent in entering into this Agreement. 8.3 No Agency. Nothing contained herein or done pursuant toin pursuance of this Agreement shall constitute either Party the agent of the other Party for any purpose or in any sense whatsoever, or constitute the Parties as partners or joint venturers. 8.4 Modification. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on either Party unless the same shall have been mutually consentedassented to in writing by both Parties. 8.5 Waiver. The failure of either Party at any time to enforce any of the provisions of this Agreement, or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either Party to enforce each and every such provision thereafter. The express waiver by either Party of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. 8.6 Insurance. Data Requestor shall obtain and maintain cyber liability insurance with coverage limits of at least $2,0000,000 per occurrence and an annual aggregate of $2,000,000, including, but not limited to, any intentional or unintentional breach or release of Confidential Information, network security or data breach, or other loss or unauthorized acquisition of Requested Data. Data Requestor shall also obtain general liability insurance with coverage limits of at least $1,000,000 per occurrence and $1,000,000 in the annual aggregate. 8.7 Assignment. Data Requestor may not assign this Agreement or its obligations hereunder, including through sale, merger, asset sale, bankruptcy, or otherwise, without the prior written consent of Peak. Peak may assign this Agreement to a successor to all or substantially all of its business or assets, whether by sale, merger, or otherwise, provided Data Requestor is given at least fifteen (15) business day s written notice of the proposed Assignment. Any attempted assignment in violation of this Ssection shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. 8.8 Notices. Any notice required or permitted to be given by either Party under this Agreement shall be in writing and shall be sent by first class mail (certified, return receipt requested or registered if available) or by to the other Party at its address first set forth in Exhibit A, or such new address or address as may from time to time be updated hereunder by the Parties. If mailed, notices will be deemed PAGE 8 DATA LICENSING AGREEMENT

10 effective five (5) business days after deposit, postage prepaid, in the mail. If ed, notices will be deemed effective upon delivery. Peak will be responsible for notifying the Original Data Providers, as appropriate. 8.9 Force Majeure. Notwithstanding anything to the contraryelse in this Agreement, no default, delay or failure to perform on the part of either Party shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond reasonable control of the Party charged with a default, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, or default of a common carrier No Data Requestor Beneficiaries. This Agreement is between Data Requestor and Peak. No Data Requestor beneficiaries are intended Jury Waiver. To the fullest extent permitted by law, each of the Parties waives any right it may have to a trial by jury in respect of litigation directly or indirectly arising out of, under, or in connection with this Agreement. Each Party further waives any right to consolidate, or to request the consolidation of, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. Notwithstanding the foregoing, if a federal agency is a party to the dispute then no waiver of trial by jury will apply Data Requestor shall not use Requested Data obtained from Peak as a basis for any claim or regulatory or legal action against Original Data Provider Entire Agreement. The terms and conditions herein contained, including all exhibits hereto, constitute the entire agreement between the Parties and supersede all previous agreements and understandings, whether oral or written, between the Parties hereto with respect to the subject matter hereof. [Signature page follows.] PAGE 9 DATA LICENSING AGREEMENT

11 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their duly authorized officers or representatives as of the Effective Date. PEAK RELIABILITY ( Peak ) [DATA REQUESTOR] ( Data Requestor ) By: By: Print Name: Print Name: Title: Title: Date: Date: PAGE 10 DATA LICENSING AGREEMENT

12 EXHIBIT A Data Sharing and Use Addendum This Exhibit A to the Data Licensing Agreement dated [EXECUTION DATE] ("Agreement") sets forth the Requested Data that Peak has agreed to share with Data Requestor, limitations on Data Requestor's use and disclosure of shared Requested Data, and other details and restrictions regarding the sharing of the Requested Data. Data Requestor acknowledges and agrees that any use or disclosure of the Requested Data not set forth in this Exhibit A, the Agreement, or otherwise agreed to in writing between the Parties constitutes a material breach of the Agreement. A. Requested Data. Peak will provide or make available to Data Requestor the then-current Requested Data as specified below and will provide or make available Updates to the Requested Data, at Peak s discretion, as set forth in Section B: [List and describe data to be shared, including timeframes if appropriate.] B. Requested Data Delivery and Frequency. Peak shall provide the Requested Data to Data Requestor using the following transfer mechanisms and timing: [Describe how transfer will occur, such as through APIs, FTP transfers of data, etc.] Describe how often the transfers will occur, such as real-time, daily/weekly/monthly, upon request, etc.] Peak shall employ commercially reasonable efforts to make the Requested Data available to Data Requestor as described in this section, or as otherwise agreed upon by the Parties from time to time. For planning purposes, Peak shall provide as much advance notice as possible to Data Requestor of the anticipated delivery date of Updates or any delay in the delivery of Updates. C. Fee Option. Beginning on the Effective Date and continuing each month thereafter, the Data Requestor shall pay a nonrefundable monthly fee of $ during the term and any applicable renewal term. PAGE 1 - EXHIBIT A TO DATA LICENSING AGREEMENT

13 D. Approved Uses and Disclosures of Requested Data. Peak authorizes the Requested Data to be used by Data Requestor for the following purposes: [List what the Data Requestor wants to use the data for, including products or services Derived Information will be used for. Describe the realiabilty benefits of such use to the Bulk Electric System.] The Requested Data is provided solely for Data Requestor s internal use. The raw Requested Data shall not be duplicated or copied except for archival purposes, error verification or to replace defective media. The Requested Data shall only be operated on computers under the control of Data Requestor. Data Requestor shall not distribute, sell, license or otherwise commercialize or make Requested Data available to any third parties. Data Requestor shall not provide, offer for sale, commercialize, share, transfer or otherwise use Requested Data, Derived Information or Data Requestor Products to any entity or for any reason that does or reasonably could result in any form of damage or harm to Peak or any Original Data Provider. E. Data Use After Termination of the Agreement. Data Requestor shall delete, destroy or return all Requested Data as provided in Section 7.3 of the Agreement. F. Ownership of the Requested Data and Derived Information. 1. As between Peak and Data Requestor and subject to the rights and licenses granted to Data Requestor in the Agreement, Peak, or as applicable, Original Data Providers, shall retain and own all right, title, and interest (including all intellectual property rights) in and to the Requested Data. All rights not expressly granted to Data Requestor herein are retained by Peak or, as applicable, the Original Data Provider. [Note: The following are potential approaches, depending upon the data request and the proposed project:] (i) Optional claim of rights over Derived Information. Subject to applicable rights of Original Data Provider or other third party right, title or interest (including intellectual property rights), [Data Requestor] or [Peak] shall own all right, title and interest PAGE 2 - EXHIBIT A TO DATA LICENSING AGREEMENT

14 (including intellectual property rights) in any Derived Information created using the Requested Data. (ii) Optional grant-back of rights to use Derived Information based off the Requested Data. [Data Requestor shall make available to Peak or Original Data Providers copies of or access to Derived Information upon Peak's reasonable written request, and Data Requestor hereby grants Peak a worldwide, royalty-free, commercial and non-commercial, perpetual, and assignable right to use Derived Information for Peak's internal purpose.] (iii) Optional grant-back of rights to use products or services based off the Requested Data. [Data Requestor shall make available to Peak or Original Data Providers copies of or access to Data Requestor Products which are based, in whole or in part, on the Requested Data or Derived Information, and Data Requestor hereby grants Peak a worldwide, royalty-free, commercial and non-commercial, perpetual, and assignable right to use Data Requestor Products for Peak's internal purposes.] 2. Subject to the foregoing, Data Requestor shall retain all right, title, and interest (including all intellectual property rights) in and to the Data Requestor Products. G. Technical Support. Peak agrees to provide to Data Requestor, at its sole discretion, access to personnel with respect to issues relating to the quality, delivery and usage of the Requested Data. Peak may charge Data Requestor for such access and any related activities on a time and materials basis. Time will be billed at a rate of $ per hour or as otherwise agreed between the Parties. H. Subcontracting. Data Requestor shall not outsource or subcontract any storage, computation, analysis or other processing of Requested Data without prior written consent from Peak. Data Requestor shall require any subcontractor or vendor that may access Requested Data in any manner to agree to contractual terms that include all restrictions and obligations set forth in the Agreement. PAGE 3 - EXHIBIT A TO DATA LICENSING AGREEMENT

15 I. Notices. All notices provided pursuant to Section 8.8 of the Agreement shall be sent to the Parties at the following addresses: Peak: Data Requestor: Peak Reliability 7600 NE 41 st Street, Suite 150 Vancouver, Washington Attn: Phone: (360) [Insert Data Requestor s company name] [Insert Data Requestor s address] [Insert Data Requestor s contact name] [Insert Data Requestor s phone number] [Insert Data Requestor s address] PAGE 4 - EXHIBIT A TO DATA LICENSING AGREEMENT