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CONFIDENTIALITY AGREEMENT
<br />THIS CONFIDENTIALITY AGREEMENT is entered into as of by and between
<br />Connexus Energy, a Minnesota electric cooperation with its principal place of business at 14601 Ramsey
<br />Blvd NW, Ramsey, MN 55303 (hereinafter "Connexus"), and the City of Elk River, Minnesota for its
<br />Department, Elk River Municipal Utilities, a Minnesota municipal utility with its principal place of
<br />business at 13069 Orono Parkway, P.O. Box 430, Elk River, MN (the "Receiving Party").
<br />WHEREAS, Connexus is a electric distribution cooperative in Minnesota, serving the energy
<br />needs of customers across portions of Anoka, Chisago, Hennepin, Isanti, Ramsey, Sherburne, and
<br />Washington counties.
<br />WHEREAS, Elk River Municipal Utilities is a Department of the City of Elk River, providing
<br />electric and water service to the City of Elk River and managed by the Elk River Utilities Commission - a
<br />Commission of the City of Elk River.
<br />WHEREAS, Connexus has entered. into discussions with the Receiving Party regarding the
<br />provision of electric energy and capacity to Receiving Party under along-term power purchase agreement
<br />("Power Supply Negotiations");
<br />WHEREAS, for the mutual benefit of the Parties, Connexus may provide Trade Secret
<br />Information (as defined below) to the Receiving Party; and
<br />WHEREAS, the Parties wish to define their respective rights and obligations with respect to such
<br />Trade Secret Information;
<br />NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties
<br />agree as follows:
<br />1. As used herein, the term "Trade Secret Information" means information which is of anon-public,
<br />proprietary or confidential nature to Connexus, including all reports and analyses, technical and economic
<br />data, studies, forecasts, trade secrets, research or business strategies, financial or contractual information
<br />or other written or oral information regarding Connexus or the Power Supply Negotiations. Trade Secret
<br />Information may be in any form whatsoever, including writings, computer programs, logic diagrams,
<br />component specifications, drawings or other media. All information disclosed by Connexus that is
<br />clearly labeled as "TRADE SECRET INFORMATION -NOT FOR PUBLIC DISCLOSURE" and
<br />provided to the Receiving Party shall be treated by Receiving Party as Trade Secret Information pursuant
<br />to Minnesota Statutes Section 13.37, subdivision 1 (b), unless otherwise expressly agreed in writing by
<br />Connexus.
<br />Receiving Party expressly acknowledges that information provided by Connexus relating to the
<br />Power Supply Negotiations is Trade Secret Information (1) provided by Connexus (2) that is the subject
<br />of efforts by Connexus that are reasonable under the circumstances to maintain its secrecy, and (3) that
<br />derives independent economic value, actual or potential, from not being generally known to, and not
<br />being readily ascertainable by proper means by, other persons who can obtain economic value from its
<br />disclosure or use.
<br />2. Notwithstanding the provisions of paragraph 1, the term "Trade Secret Information" shall not
<br />include, and the Receiving Party shall not be under any obligation to maintain in confidence or not use,
<br />any information (or any portion thereof) disclosed to it by Connexus to the extent that such information:
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