NODES Platform Access Agreement

Purpose of Agreement

Hydro One and NODES have agreed to initiate a project where Hydro One will publish congestion data using NODES’ platform (the “Platform”). Hydro One and NODES wish to encourage Flexibility Service Providers (“FSPs”) to register asset information onto the Platform, allowing Hydro One to gauge the level of flexible volumes available.

This agreement (the “Agreement”) is made between NODES and each FSP that accesses the Platform in relation to the above mentioned project. The Agreement establishes a legally binding framework to ensure that both NODES and the FSP can protect information deemed confidential and proprietary under the terms specified below and sets out terms around Platform availability. For clarity, NODES has the right to share any information registered by the FSP on NODES’ platform concerning the Hydro One project with Hydro One.

By ticking the box labelled “The FSP hereby agrees to the terms of NODES Platform Access Agreement” as part of NODES online registration form the FSP consents to the terms
set out in this Agreement.

The parties to this Agreement, NODES and the FSP (each referred to as a «Party» and collectively as the «Parties»), may be either the Disclosing Party or the Recipient, depending on the context in which confidential and proprietary information is shared.

Platform Proprietary Rights

1. The Platform and all intellectual property rights associated with it is the sole property of NODES and/or its licensors. The FSP acquires no rights to the Platform other than the right to access and use the Platforms in accordance with the Rules, and nothing herein shall be deemed or construed as a transfer of or license to any rights to the Platform.

Confidentiality

2. For a period of two (2) years from the date that the FSP has agreed to the terms of this Agreement, the Recipient (including its employees, agents, and consultants) shall not disclose any information received from the Disclosing Party to any other person, firm, or corporation or use information for its own or any third party’s benefit, except as contemplated by this Agreement. The Recipient shall use, as a minimum, the same degree of care to avoid disclosure of information as it employs with respect to its own confidential and proprietary information of like importance.

3. Information shall not be deemed confidential and proprietary, and the Recipient shall have no obligation of confidentiality with respect to any information which:

a) is already known and documented by the Recipient; or
b) is or becomes publicly known through no wrongful act of the Recipient; or
c) is rightfully received from a third party without restriction and without breach of this Agreement.

4. The Parties will notify each employee, agent or consultant involved in the business discussions or who may have any occasion to view, handle, or obtain any of the information, of the terms of this Agreement. Such information will be made available only to those of each Party’s respective employees, agents or consultants who are concerned with this subject.

5. All information in permanently recorded form provided or communicated by the Disclosing Party to the Recipient shall be and remain the property of the Disclosing Party, and such information, and any copies thereof, shall be promptly returned to the Disclosing party upon written request from the Disclosing Party and shall remain confidential in accordance with this agreement.

6. Information regarding the Disclosing parties partners, related and associated companies are also deemed confidential.

Platform Availability

7. NODES will take all reasonable and practicable steps to maintain the continuity of access to the Platform for the FSP, and shall give the FSP reasonable prior notice of system outages and other matters affecting use or access to the Platforms. However, NODES shall in no event be liable for:

a) any temporary suspension, interruption, unavailability or fault occurring in the provision of the Platform;
b) any loss or damage whatsoever and howsoever caused arising in connection with the use of information or services acquired by the Member through use of the Platform howsoever; or
c) any Force Majeure Event.

Binding Effect

8. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective subsidiaries, successors, assigns, legal and other representatives, and all corporations controlling them or controlled by them.

Governing Law and Dispute Resolution

9. Any and all disputes incidental to this agreement shall be subject to the laws of the Province of Ontario and the federal laws of Canada appliable in the Province of Ontario.