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CONFIDENTIALITY AGREEMENT
AGREEMENT, effective as of the    day of             ,     , by and between,                  having an office and place of business at             ,         ,   ,       (hereinafter referred to as "MEMBER"), and Compliance Users Group, a non-profit organization, (hereinafter referred to as "Compliance").

WITNESSETH:

WHEREAS, Compliance holds information and data which is proprietary to Compliance related to construction, operation, maintenance, repairs, and design changes of compliance with governmental regulations as well as industry standards for electrical production and transmission facilities (hereinafter called Proprietary Information);

WHEREAS, MEMBER desires to receive Proprietary Information to be disclosed at annual Compliance Users Group meetings and to be disclosed on Compliance Internet Site (Compliance.Users-Groups.com); and

WHEREAS, MEMBER is willing to receive Proprietary Information under the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties agree as follows:

1. Compliance agree to disclose and MEMBER agrees to receive the Proprietary Information.

2. MEMBER agrees not to use or disclose Proprietary Information except for the purpose of communications between participants in the Compliance Users Group. MEMBER agrees not to disclose the Proprietary Information to any person or organization unless the person or organization and the MEMBER enter a written, confidentiality and nonuse agreement having substantially the same terms and conditions as provided herein and MEMBER obtains prior written approval from Compliance.

3.The provisions of paragraph two (2) shall not apply to MEMBER's use or disclosure of information which:

(a)   Now is or becomes generally known to the public without fault of MEMBER;
(b)   Is shown within thirty (30) days of disclosure to have been in MEMBER'S possession in writing prior to its disclosure by Compliance; or
(c)   Is received from an independent third party having no obligations of nondisclosure to Compliance.

4. Disclosure by Compliance to MEMBER of Proprietary Information under this agreement does not grant MEMBER any right or license to use this Information or any Letters Patent except for the purpose for which disclosure is made by Compliance.

5. MEMBER shall promptly return all documents and copies of documents provided under this agreement upon request by Compliance in the event the MEMBER no longer meets the following requirements for membership in the Compliance Users Group:

6. This Agreement shall be construed under the laws of the State of Texas.

Revision: 2008.01.26