COMPLIANCE WITH DATA PRIVACY AND DATA PROTECTION LAWS, REGULATIONS, AND POLICIES

Attachment A-5.1: SmartMeter System Performance Standards

PG&E is one of the largest combination natural gas and electric utilities in the United States. Based in San Francisco, the company is a wholly owned subsidiary of PG&E Corporation. Its operations are regulated by the California Public Utilities Commission (“CPUC”), the Federal Energy Regulatory Commission, and other regulatory agencies.

PG&E intends to acquire and deploy radio frequency mesh technology (“RF Mesh”) and home area network (“HAN”) technology and solid state electric meters incorporating integrated service management switches capable of supporting disconnect, reconnect and load limitation functionality (“Meters”) for use in PG&E’s electric metering network (such technology is referred to as the “SmartMeter System” and such project is referred to as the “SmartMeter Upgrade Project”).

The SmartMeter Upgrade Project involves: (i) the acquisition, installation and operation of the RF Mesh, HAN and Meters for the capture, analysis, storage and processing of data from PG&E’s residential customers; (ii) the integration of those systems with PG&E’s existing systems; and (iii) the coordination of changes in key PG&E business processes. PG&E desires all of those activities be performed in a manner that delivers automated metering and other business functionality, and the associated financial, operational and other benefits expected from the SmartMeter Upgrade Project, without impairing PG&E’s ongoing operations, billing, and customer service.

PG&E will procure the installation of the SmartMeter Systems and Meters and the integration of such systems with PG&E’s existing systems through separate agreements with third party product and service providers. In particular, PG&E, SSN and a number of Meter suppliers have collaborated to develop a number of Meter options incorporating SSN’s RF Mesh and HAN technology.

SSN’s role and responsibilities under this Agreement will be to provide certain products comprising a portion of the SmartMeter System (as more fully described in the Annexes to Schedule A) and associated implementation support, training, documentation and other services as necessary to enable PG&E to implement the SmartMeter System. In respect to Meters, SSN will work closely with PG&E’s Meter suppliers to deliver integrated Meter, RF Mesh and HAN end point devices through contracts between PG&E and the Meter suppliers.

The SmartMeter Upgrade Project is being conducted in accordance with the CPUC’s 2002 Order Instituting Rulemaking (OIR) to improve demand response by retail customers in California.

The Agreement establishes the terms and conditions on which PG&E will, through the execution and delivery of Purchase Orders, purchase Products and Services from SSN.

Pacific Gas and Electric Company (“PG&E”) a California corporation with offices at 77 Beale Street, San Francisco, California 94177; and

Silver Spring Networks (“SSN”) a Delaware corporation with offices at 575 Broadway Street, Redwood City, California 94063.

Pacific Gas and Electric Company

By: /s/ Charles Tuiamugabo

Printed: Charles Tuiamugabo

Title: Sr. Director - Supply Chain

Date: 7-23-2008

Silver Spring Networks

By: /s/ Scott A. Lang

Printed: Scott A. Lang

Title: CEO

Date: 7-23-2008

The initial scopes of work to be performed by SSN (all of which collectively are referred to as the “Statement of Work”) are attached as Annex A-2. The Statement of Work may be updated or supplemented from time to time upon the mutual agreement of PG&E and SSN. SSN will perform and deliver the Products and Services to PG&E in accordance with the Statement of Work.

The Parties may execute additional scopes of work which will be incorporated into the Statement of Work, together with pricing tables applicable to those scopes of work which shall be incorporated into Schedule 8 (Pricing and Payment Terms).

The Statement of Work (including each additional scope of work agreed by the Parties) will be subject to and deemed to incorporate the terms and conditions of this Agreement as if fully included in the text of the Statement of Work from the effective date of each scope of work.

Subject to PG&E’s payment of the applicable fees in accordance with this Agreement, SSN will:

sell to PG&E the Equipment and spare parts or other components ordered by PG&E through the issuance of Purchase Orders as described in Section 2.1(b);

license to PG&E the Licensed Material; and

provide PG&E with the Services (as defined in this Agreement), in accordance with the terms of this Agreement.

Subject to Section 4.1(d), PG&E agrees to purchase from SSN the Products and spare parts as ordered by PG&E pursuant to Purchase Orders. This Agreement will not be construed to limit PG&E’s right to negotiate or contract with any other vendors, suppliers, sellers, service providers or other third parties, nor will it be construed to limit PG&E’s right to obtain products or services from third parties.

PG&E and its Affiliates, shall have the right to purchase Products and Services under this Agreement.

*** The parties will follow the change control process to be agreed upon pursuant to Section 4(a)(ii) of Schedule D-1 (Change Control Procedures) with respect to any such change and SSN will *** in accordance with that agreed-upon process which ***. If SSN is unable to meet an Equipment delivery schedule due to the*** under this Section, then the date(s) for***delivery shall be *** PG&E’s approval of any change proposed by SSN does not, unless the parties expressly agree otherwise in writing, alter, invalidate or nullify the warranties provided in Schedule G (Product and Service Warranties).

If SSN makes a change of the type identified in Section 2.2(a), PG&E shall have the right to conduct acceptance testing of the changed Products, manufacturer and/or manufacturing process prior to delivery in accordance with the acceptance testing processes set forth in the Statement of Work and Schedule E (Review, Testing and Acceptance Process for Deliverables). Without limitation to any other remedies that may be available to PG&E, PG&E shall have the right to reject the new Products if the new Products do not pass acceptance testing.

PG&E will work with SSN and other SmartMeter Suppliers to develop a written inventory ordering and inventory management process that provides reasonable forecasting and reasonable assurance of supply.

SSN will hold at least ***’ inventory of Products (ready to ship) based upon the then most recent PG&E Purchase Order at SSN’s facilities or at its suppliers’ facilities during the Deployment Period. SSN must meet its delivery obligations under this Agreement regardless of the location at which it holds inventory.

*** PG&E will provide SSN a forecast for all Products on an ongoing basis and no less frequently than ***.

All forecasts are for planning purposes only and are non-binding upon PG&E and, for the avoidance of doubt, SSN will not be entitled to any compensation in respect of costs it may incur based on forecasts provided by PG&E.

The Product Roadmap sets out the enhancements, Upgrades and Product developments that SSN will provide to PG&E and the dates by which they must be delivered.

SSN will commence initial production start-up in accordance with the Product Roadmap and, in any event, commence shipment of Products no later than *** days after receiving PG&E’s initial Purchase Order.

Pursuant to Section 14.1, SSN will deposit into escrow copies of SSN’s agreements with third party suppliers of material components of the Equipment provided to PG&E hereunder (“Supplier Material”) or summary descriptions of such agreements if SSN is prohibited by confidentiality obligations from depositing the agreements in escrow, despite using Commercially Reasonable Efforts to obtain the consent of the other party. SSN will request assurances from each of SSN’s major suppliers for the Equipment provided to PG&E hereunder that, upon release of the Escrowed Materials, each such supplier will provide the applicable Equipment components to PG&E on agreed upon terms.

SSN will provide PG&E with summary descriptions of the Supplier Material and, upon request of PG&E, SSN’s *** of such agreements and the accuracy of the summary descriptions provided by SSN.

SSN will update the Supplier Material whenever and if the contractual scope of SSN’s arrangements with third party material suppliers are changed.

At PG&E’s written request, SSN will use Commercially Reasonable Efforts to establish alternate supply sources for key components of the Products.

PG&E has no obligation to purchase any minimum volume of Products or Services under this Agreement.

PG&E will, subject to Section 4.6 (Re-Scheduling and Cancellation), incur a commitment to purchase Products or Services only upon the issuance by PG&E of Purchase Orders.

PG&E will order the Products by issuance of a Purchase Order.

PG&E or its agent will make periodic requests for releases of Products issued against the Purchase Order (“Release Authorizations”). Each Release Authorization will include the desired quantity of Products, specified days for delivery, which will be in accordance with the Minimum Lead Times specified in Schedule C (Minimum Lead Times) (the “Delivery Schedule”), and the delivery destination.

SSN will confirm acceptance of Purchase Orders no later than *** Business Days after the date upon which SSN receives a Purchase Order and will confirm acceptance of Release Authorizations no later than *** Business Days after the date upon which SSN receives a Release Authorization. SSN may reject a Purchase Order or Release Authorization (or part thereof) only if the requested Delivery Schedule is earlier than the Minimum Lead Times or if the Purchase Order or Release Authorization is otherwise not in accordance with the terms of this Agreement. SSN will notify PG&E in writing with the reason for rejection no later than *** after the date upon which SSN receives a Purchase Order and no later than *** after the date upon which SSN receives a Release Authorization. If SSN fails to ***, SSN***will be ***

The placing by PG&E of a Purchase Order and SSN’s acceptance thereof in accordance with this Agreement will create a contract of sale between SSN and PG&E pursuant to the terms of such Purchase Order and this Agreement and subject to Section 4.6 (Cancellation) and Section 4.7 (Change Request). PG&E is not obligated to purchase any products from SSN under a Purchase Order unless and until such Purchase Order is duly executed by an authorized representative of both Parties.

The terms of any Purchase Order or Release Authorization issued by PG&E or its designee (as identified in writing to SSN), or any Purchase Order or Release Authorization acceptance issued by SSN (“Order Documentation”), will not alter the terms of this Agreement. If there is any conflict or inconsistency between the Order Documentation and the terms of this Agreement, the terms of this Agreement will control; provided, however, that such Order Documentation may, with respect to the Products to be provided under such Order Documentation, amend or override the terms set forth in other documents that form part of the Agreement if that Order Documentation specifically identifies the document and the specific terms that the Order Documentation is intended to amend or override, and has been reviewed and approved by legal counsel for both Parties, as evidenced in writing on the final version of the Order Documentation signed by the Parties.

If SSN does not receive Release Authorizations accounting for all Products in a Purchase Order, it will ***.

SSN shall deliver all Equipment to the PG&E locations designated in a Release Authorization or by PG&E in accordance with Section 4.1(f) and unless otherwise stated in Schedule B (Pricing and Payment Terms), the Product prices include the ***.

Risk of loss in the Products will pass to PG&E upon *** of the Products to PG&E.

Title to the Products will pass to PG&E upon *** of the Products by PG&E.

*** Products are subject to PG&E’s prior written consent.

SSN will be responsible for assuring that the quantity of Products delivered is consistent with the quantity and the Delivery Schedule specified in the Release Authorization. Any variation from the quantity of Products (including over-deliveries) and/or Delivery Schedule will be subject to the prior written consent of PG&E, provided that SSN will remain responsible for fulfillment of the Release Authorization.

Without limiting the generality of the foregoing, SSN will promptly notify PG&E upon becoming aware of any circumstances that may reasonably be expected to jeopardize or interfere with the timely and successful performance of SSN’s obligations under this Section 4.

PG&E shall have the right at its own cost and discretion to conduct an inspection of the Products as delivered to the delivery destinations identified in the Release Authorization.

If PG&E reasonably determines that the Products or delivery are not compliant with this Agreement or the applicable Purchase Order or Release Authorization, PG&E shall notify SSN of the non-compliance in writing within *** days of the date of delivery and PG&E will at its discretion have the right to require SSN, at SSN’s risk and expense, to, in SSN’s sole discretion, immediately repair the non-compliant Products or ship replacement Products to PG&E’s designated location on an expedited basis.

The Parties will test the Products pursuant to acceptance testing processes as set forth in the Statement of Work and Schedule E (Review, Testing and Acceptance Process for Deliverables).

SSN will comply with the testing procedures set forth in Schedule E and (subject to the terms of this Agreement) such compliance will not limit PG&E’s right to remedies for any breach of warranties arising from the subsequent failure of the Products after acceptance testing.

SSN acknowledges and agrees that time is of the essence with respect to all provisions of this Agreement that specify a time for SSN’s performance or delivery.

As provided in Schedule F (Compensation for *** and ***) and subject to the terms set forth in that Schedule: (i) SSN shall pay PG&E Liquidated Damages if any breach of SSN’s obligations under this Agreement results in ***; and (ii) SSN shall also reimburse PG&E for *** that result from any breach of this Agreement by SSN.

Any amounts due from SSN pursuant to Schedule F (Compensation for *** and ***) will be paid within *** days from written notice from PG&E to SSN. In the case of any payment due from PG&E to SSN, PG&E may *** from SSN pursuant to Schedule F (Compensation for *** and ***) *** by PG&E to SSN.

The amounts payable by SSN to PG&E pursuant to Schedule F (Compensation for *** and ***) shall be SSN’s ***, for the events that gave rise to SSN’s obligation to make such payments except *** in accordance with *** of Schedule F (Compensation for *** and ***), in which event (subject to the other provisions of Schedule F) PG&E shall *** set forth in *** of Schedule F.

PG&E may, ***, cancel a *** upon written notice at least *** days prior to the designated ship date in the Purchase Order. ***

PG&E may, with at least *** days’ prior notice, delay a requested shipment of Products under a ***.

PG&E may change a scheduled release quantity or mix of Products upon written notice at least *** days prior to the designated ship date specified in the Purchase Order. If PG&E does not issue any further Purchase Orders under this Agreement, PG&E shall pay SSN for ***. SSN will use Commercially Reasonable Efforts to mitigate the cost of ***.

Nothing in this Section 4.6 shall be deemed a Change Request pursuant to Section 4.7.

From time to time, PG&E may issue Change Requests to modify functional, technical or other requirements or specifications for the Products, the *** (if SSN has given its prior written consent to such change in ***, such consent not to be unreasonably withheld) or the terms of a Purchase Order. No such modification will be deemed effective unless embodied in a Change Request duly issued by PG&E and unless agreed upon in writing by both Parties.

Each Change Request shall be processed according to the Change Control Procedure set forth in Annex D-1 (Change Control Procedures).

The price of any new equipment or services required by a Change Request will be a *** price agreed by the Parties. Any adjustment in price is subject to the prior written agreement of PG&E and SSN.

SSN will cooperate with PG&E and other SmartMeter Suppliers in the integration and deployment of the SmartMeter System, under PG&E’s overall management and direction.

Commencing upon receipt of an initial Purchase Order and thereafter during the Deployment Period, SSN will:

provide training for PG&E and SmartMeter Suppliers installing the SmartMeter System;

Operate a help desk to support PG&E and SmartMeter Supplier installation operations from *** to *** Pacific time;

Provide comprehensive assistance to PG&E in testing and quality assurance of the SmartMeter System as more fully described in Schedule E (Review, Testing and Acceptance Process for Deliverables); and

Assist PG&E in development of installation guides, standard drawings and other materials relating to the SmartMeter System.

SSN will comply with PG&E’s project timeline for deployment of the SmartMeter System.

SSN will supply a fully functioning *** and provide reasonable assistance necessary to enable PG&E to *** as specified in the Statement of Work and Schedule E (Review, Testing and Acceptance Procedures for Deliverables).

PG&E will procure the hardware and third party software specified by SSN as required for the *** system as specified in Annex A-4 (Third Party Products and IT Infrastructure Specifications).

SSN will work with PG&E and the other SmartMeter Suppliers to perform the integration, testing and certification tasks set out in the Statement of Work and Schedule E (Review, Testing and Acceptance Process for Deliverables).

SSN will provide reasonable assistance to PG&E for the integration, testing and certification activities referred to in Section 5.2(c) above.

leading up to the date upon which the SmartMeter System goes into production with billing based upon system-derived meter reads (“Live Billing”);

for *** after Live Billing begins;

at other times ***, including when PG&E is ***; and

during ***.

SSN will provide network design consulting support to PG&E during the Service Period as set forth in the Statement of Work.

The warranties regarding network design and the Products and Services set out in Schedule G (Product and Service Warranties) will apply to ***.

PG&E has the right to review and approve the network design, for regulatory compliance, including compliance with environmental regulations. The Parties will work together to review the network design to identify any regulatory issues, including to identify and mitigate any potential environmental impact issues with respect to placement of Network Hardware. In the event PG&E identifies a potential regulatory concern with the network design, including any environmental impact issues, the Parties will meet within *** Business Days to discuss ways to mitigate the issue so that the network design complies with all regulatory requirements. PG&E shall have final approval over the relocation of any Network Hardware.

In addition, in the event PG&E identifies a potential regulatory concern with the network design, including any environmental impact issues, PG&E has the right to relocate Network Hardware. PG&E shall notify SSN in writing of its request to relocate the Network Hardware; SSN shall respond in writing to PG&E within *** Business Days identifying to PG&E any performance issues regarding the relocation; the Parties will work together to revise the network design. PG&E shall have final approval over the relocation of any Network Hardware.

SSN will provide PG&E the support and maintenance Services, including the Upgrades as set forth in Schedule H (Software Maintenance and Support).

The Software license fees set out in Schedule B (Pricing and Payment Terms) cover all*** during the Deployment Period.

During the Service Period, PG&E may, at its option, continue to purchase Software support and maintenance Services as provided in Schedule H (Software Maintenance and Support) by providing written notice to SSN not less than *** days before the start of, and each anniversary of the commencement of, the Service Period and paying the support and maintenance fees set out in Schedule B (Pricing and Payment Terms). If PG&E elects not to continue to purchase Software support and maintenance Services, it may thereafter reinstate such Services ***.

PG&E will decide if and when to implement any Current Release of the Software, firmware, or Products. SSN will provide support for all current versions of Products, and will provide support for any prior version of a Product for a period of *** commencing on the date that the new version of the Product is made available to PG&E for use in its operations.

SSN’s liability and support obligations hereunder with respect to any defect, *** or nonconformity which otherwise would have been corrected or remedied in a Current Release is subject to PG&E implementing the *** which, for *** (as defined in Schedule H (Software Maintenance and Support)) may be up *** after SSN provides *** to PG&E; provided, however, that if *** would satisfy SSN’s obligation under Section *** to address ***, then PG&E will use diligent efforts to *** by ***.

SSN will make the Product Support Tools and associated Documentation available to PG&E in electronic form.

SSN will provide PG&E and other SmartMeter Suppliers with training on each level of the Products (from field test tools through backend systems) and the Product Support Tools.

SSN will maintain and support the Product Support Tools for as long as the ***.

***.

Notwithstanding the obligations set out in Sections 8(a) to 8(d) above, SSN may discontinue providing support for a particular Product Support Tool if the functionality of that item has been either duplicated through another mechanism or the Parties agree that further support is unnecessary.

If, during the Deployment Period or the Service Period, SSN ***as contemplated by this Agreement*** to PG&E under this Agreement, SSN shall so *** as set forth below. For a period of ***

*** under this Agreement ***determined as follows ***(i)***(ii)***

For the purposes of this Section 9.2, “***” means *** under this Agreement after making ***

Beginning with the *** of the Effective Date and ***thereafter, SSN’s*** shall provide a *** pursuant to this Section and, if so, the ***. SSN shall, if ***, either (i) *** in***accordance with the terms of this Agreement, or (ii) *** in accordance with the procedures set forth in Section 23 (Audits and Records).

SSN will comply with the following PG&E certification requirements for the Products: *** for Network Hardware and *** for Meters. PG&E may introduce additional certification requirements through the Change Control procedure in Section 4.7.

Upon *** Business Days ***, no more than *** PG&E will have the right to ***. Any such *** below.

SSN will provide PG&E with prompt updates to the Documentation as well as updates of other SSN Product information in order to ensure such Documentation and other information remains materially current, complete and accurate:

With respect to Equipment, for the Warranty Period and the Extended Warranty Period (as defined in Schedule G (Product and Service Warranties)).

The updates referred to above will include, but not be limited to, the ***. SSN will supply information in electronic format suitable for internal electronic dissemination by PG&E. If the electronic format is not available, SSN will supply information in hardcopy format.

Subject to payment of applicable license fees as set forth in Schedule B (Pricing and Payment Terms), and subject to the restrictions on use set out in this Agreement, SSN hereby grants to PG&E, and PG&E accepts, an irrevocable and perpetual (subject to Section 13.2(b)), sub-licensable, non-exclusive, royalty-free, fully paid-up right and license to Use the Licensed Material in the Service Territory (the “License”).

PG&E acknowledges that SSN may, over time, develop a range of new and unique products that would not be covered in this Agreement.

The License entitles PG&E to make or cause to be made such *** under this Agreement *** as permitted by this Agreement, including for PG&E’s back-up and *** purposes. PG&E may make copies of the Licensed Materials without further permission of SSN and regardless of whether the Licensed Materials and other materials are copyrighted or otherwise restricted or proprietary; provided, however, that PG&E shall replicate and not alter all proprietary notices on the Licensed Materials. Such copying for PG&E’s use shall not constitute infringement or misappropriation of the Intellectual Property Rights of SSN.

The License expressly includes the grant of a license and rights to contractors, consultants, outsourcing vendors, auditors, regulators and other third parties to Use the Licensed Materials to perform services for PG&E provided that any such license is in writing, contains obligations of confidentiality that are no less protective than those set forth in this Agreement and ***. PG&E will notify SSN of *** engages to host or operate the Software for PG&E’s benefit and ***.

Notwithstanding Section 13.1(a), PG&E may host the Software on equipment located outside the Service Territory and such hosting does not constitute unauthorized Use of the Software. Except for the foregoing, ***.

All rights and licenses granted under or pursuant to this Agreement shall be deemed to be, for purposes of section 365(n) of the U.S. Bankruptcy Code, licenses or rights to “intellectual property” as defined under section 101(52) of the U.S. Bankruptcy code. The Parties agree that PG&E, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy code.

The License includes both *** and *** forms of the Software.

The Software License grant is effective immediately but in respect of any Software with a license fee ***, the License to that Software may be terminated by SSN if:

The event giving rise to PG&E’s obligations to pay the license fee *** has occurred and is undisputed and PG&E fails to pay SSN a license fee ***when due, and fails to make such payment for a period of *** days after the date PG&E receives a notice of non-payment from SSN given in***accordance with Section 13.2(b)(ii) (a “License Fee Demand Notice”); and

the License Fee Demand Notice is delivered to PG&E’s Program Manager with copies to PG&E’s General Counsel, Chief Financial Officer and Senior Vice President and Chief Customer Officer. Such License Fee Demand Notice will refer to PG&E’s failure to pay the Software license fee *** in accordance with Schedule B (Pricing and Payment Terms), state that the notice is being given under Section 13.2(b)(i) and state SSN’s intention to terminate the License if PG&E fails to make payment within *** days after receiving the***License Fee Demand Notice.

There is no limit on PG&E’s use of the Software within the Service Territory. For the avoidance of doubt, there is no restriction on (and no additional license fees will be payable based upon) the number of Meters, access points or relays, or the uses to which the network may be put by PG&E within the Service Territory including the provision of services to third parties located within the Service Territory (including other utilities).

PG&E may concurrently use the Software on any number of mainframe, mid-tier, network, workstation and portable computers at such site or sites as PG&E may determine from time to time and may change the location or configuration of the hardware used to operate the Software, in PG&E’s sole discretion and ***.

PG&E may use the Software in production and non-production environments, including development, test, back-up, archival and *** environments.

As provided by Section 14.3 (Source Code Escrow), PG&E may access the Source Code at ***. Until such time as PG&E is entitled to obtain a permanent release of the Source Code from escrow (as provided in Section 14.3), ***. If PG&E becomes entitled to permanent release of the Source Code from escrow (as provided in Section 14.3), PG&E may thereafter Use, *** the Software (all of the foregoing collectively the ***) for the uses permitted by, and subject to the terms of, the License. All *** shall be owned by *** and licensed exclusively to *** under the terms of this Agreement. PG&E shall execute such documents and take such steps as are *** ownership of the Intellectual Property Rights in ***. PG&E shall have no obligation to deliver the Derivative Works to SSN.

provide to PG&E application programming interfaces (“APIs”) to permit PG&E and third party programmers to interface external applications to the SmartMeter System and the Software;

*** or Software (and that SSN generally makes available to its customers) available to third parties on commercially reasonable terms; and

SSN agrees to deposit the Escrowed Materials with NCC Group, Inc. (the “Escrow Agent”).

The Parties will enter into an agreement with the Escrow Agent on substantially the same terms as those set out in Exhibit 1 (Form of Escrow Agreement) which will provide for release of the Escrowed Materials as set out in this Section 14. The Form of Escrow Agreement set out in Exhibit 1 shows changes to the Escrow Agent’s standard terms and conditions that are requested by PG&E and subject to approval by the Escrow Agent.

SSN must deposit regular updates of the Escrowed Materials to ensure the Escrowed Materials are up to date versions of the Software, Documentation, Manufacturing Know- How and Supplier Materials for the Products as used by or supplied to PG&E at that time.

PG&E may not use the Manufacturing Know-How to manufacture the Products or have the Products manufactured for it unless one of the conditions for release of the Escrowed Material described in Section has occurred 14.2(c).

The Escrow Agent will release the Manufacturing Know-How from escrow to PG&E as required by PG&E for PG&E’s ***provided that PG&E ***.

The Manufacturing Know-How and Supplier Material will be released from escrow to PG&E upon the occurrence of one or more of the following events:

Termination of this Agreement by PG&E pursuant to Section ***;

If *** SSN is unable to pay its debts as they come due in the ordinary course of business, has made a general assignment for the benefit of creditors, has entered into bankruptcy or suffers or has permitted the appointment of a receiver for its business or assets or has otherwise ceased to conduct business in the normal course;

Interruption in the supply of any Product for more than *** due to a Force Majeure Event (as provided in Section 30.1(e)); and

the occurrence of a Force Majeure Event that *** is likely to interrupt the supply of any Product for more than ***.

If the Manufacturing Know-How is released to PG&E pursuant to Section 14.2(c) above, PG&E will (subject to Section 14.2(e)) ***

*** PG&E pursuant to Section 14.2(d) will be ***. Should SSN ***, SSN will immediately notify PG&E and reduce the *** commencing with ***. For the purposes of this Section, “***” means the ***.

PG&E will report the number and type of Products manufactured and *** quarterly, within *** days following the end of each calendar quarter.

If the Manufacturing Know-How or Supplier Material is released from escrow pursuant to Section 14.2(c)(i) such release will not relieve SSN of liability to PG&E for any breach or non-performance of SSN’s obligations under this Agreement.

If PG&E elects to have the Manufacturing Know-How released from escrow pursuant to this Section, SSN shall:

provide reasonable assistance and cooperation to PG&E to assist PG&E to establish a source of Equipment supply using the Manufacturing Know-how and Supplier Material; and

At PG&E’s, provide PG&E with engineering and consulting Services relating to the Manufacturing Know-How for such period as PG&E may request, not to exceed the shorter of the ***. If the release is made pursuant to Section 14.2(c)(ii), (iii) or (iv) SSN may ***.

Upon release of the Manufacturing Know-How and Supplier Material from escrow pursuant to this Section 14.2, PG&E may:

Use the Manufacturing Know-How including all SSN Intellectual Property Rights related thereto to manufacture or have manufactured Products for use within the Service Territory in connection with the conduct of PG&E’s business; and

Enter into agreements with SSN’s suppliers for the continuing supply of Product components to PG&E on substantially the same terms and conditions as those set forth in the Supplier Materials.

Notwithstanding anything contained in this Agreement or any Schedule, Annex or Exhibit to the contrary, PG&E’s obligation to *** shall survive and continue despite any expiration or termination of this Agreement.

The Escrow Agent will perform validation and testing of the Source Code held in escrow upon request by PG&E, *** but no more frequently than ***.

PG&E may obtain release of the Source Code from escrow, without obtaining SSN’s prior approval, upon the occurrence of one or more of the following events:

As required by PG&E for PG&E’s validation, testing and business continuity purposes as contemplated by Section 13.2(f) above; provided that PG&E returns the Source Code to the Escrow Agent when such validation or testing is complete without retaining any copies;

upon *** for ***, on or after the *** anniversary of***commencement of the Software support and maintenance Services provided by SSN under this Agreement;

if SSN materially breaches its obligation to provide Software support and maintenance as required by the terms of this Agreement for more than *** consecutive days;

upon the occurrence of a *** days;

if SSN materially breaches its delivery obligations under this Agreement with respect to the Product *** set out in the *** and fails to cure such breach within *** days of the applicable due date;

Termination of this Agreement by PG&E pursuant to Section ***; and

If PG&E ***, that SSN is ***.

If PG&E obtains the release of the Source Code from Escrow for any purpose other than validation, testing and business continuity purposes as contemplated by Section 13.2(f) above:

it shall so notify SSN promptly; and

notwithstanding anything contained in this Agreement or any Schedule, Annex or Exhibit hereto to the contrary, except in circumstances where the Source Code is released during a *** of this***Agreement, SSN shall have no further obligation under this Agreement to *** provided, however, that such release will not relieve SSN of liability to PG&E for any breach or non-performance of SSN’s obligations under this Agreement.

The provisions of this Section 14.4 apply in the event that Escrowed Materials are released to PG&E.

PG&E shall keep the Escrowed Material confidential and use it solely for the purposes set forth in this Agreement and inform all employees who are given access to the Escrowed Materials by PG&E that the Escrowed Materials are confidential trade secrets of SSN and are licensed or provided to PG&E as such.

PG&E shall restrict access to the Escrowed Materials to those employees, *** and auditors of PG&E who have agreed to be bound by confidentiality and use obligations consistent with those set forth herein, and who have a need to access the Escrowed Materials in order to carry out their duties or provide services for PG&E. Upon request by SSN, PG&E shall ***

PG&E’s confidentiality agreements with *** and auditors who obtain access to the Escrowed Materials shall ***

The Products, including technical data, are subject to applicable U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. PG&E agrees to strictly comply with all applicable U.S. export control laws and any other applicable regulations and customs laws and regulations of any other country for which the government or any agency thereof requires an export license or other governmental approval at the time of modification, transport, export, or re-export.

As between PG&E and SSN but subject to Section 15.1(b), SSN owns all right, title and interest including, without limitation, all Intellectual Property Rights in the Products and the Product Documentation, and any *** that SSN or PG&E makes, unless it is agreed in writing by the Parties (on a case by case basis) that PG&E is to own such ***.

Section 15.1(b) shall not be deemed to prohibit SSN from independently developing work product that is similar to the PG&E-Specific Work Product for other utility customers, provided that, in so doing, SSN does not incorporate any PG&E-Specific Work Product or breach any obligations with respect to PG&E Confidential Information.

SSN will keep all Deliverables free and clear of liens, claims, encumbrances and interests of third parties and will not encumber, sell, assign, donate, transfer or mortgage to, or grant any security interest in favor of, any third party any Deliverables under any circumstances.

SSN agrees that it will cooperate with PG&E and execute any agreements, instruments and other documents required to evidence or perfect PG&E’s ownership interest in the Equipment and any PG&E-Specific Work Product.

SSN hereby designates PG&E as its attorney-in-fact to take all such steps as contemplated under this Agreement and to sign all such agreements, instruments, documents and notices to protect and perfect PG&E’s ownership interests consistent with this Section 15.4. The foregoing power is coupled with an interest and is therefore irrevocable and will survive any termination or expiration of this Agreement.

it has the requisite power, capacity and authority and all necessary licenses, permits and consents to enter into this Agreement and to carry out the obligations contemplated by it;

there is no pending or threatened litigation or other matters which may have a material adverse affect on this Agreement or on its ability to carry out its obligations under this Agreement;

will not constitute a violation of any Legal Requirement, and that it will comply with all such Legal Requirements including Legal Requirements related to workplace health and safety, equal opportunity hiring, non-discrimination in the workplace, hazardous substances, sexual harassment, and rights of disabled persons; and

will not constitute a violation, breach or default under any agreement by which it or any of its assets (whether tangible or intangible) are bound (whether by charge, pledge, lien or otherwise).

As of the Effective Date, except as disclosed to PG&E by SSN in writing prior to the Effective Date, SSN will not ***;

None of the *** will, at the time they are ***, and *** by PG&E as***contemplated by this Agreement will not, ***;

SSN is not insolvent, is not undergoing a liquidation, nor has a receiver or trustee been appointed for the benefit of its creditors, whether voluntary or otherwise;

SSN is not in the process of seeking protection under the bankruptcy code, or any similar statute and is not unable to pay its debts as and when they come due;

SSN is not aware as of the Effective Date of anything within its reasonable control which will or might adversely affect its ability to fulfill its obligations under this Agreement;

SSN does and shall not have any material financial obligation or liability (absolute, contingent, liquidated or unliquidated) except for those reflected in the Financial Statements; and

The execution, delivery and performance of this Agreement will not result in the termination, cancellation or acceleration (whether after the giving of notice, lapse of time, or both) of any contract by which SSN or any of its assets (whether tangible or intangible) are bound (whether by charge, pledge, lien or otherwise).

“Liabilities” means all losses, damages, expenses, costs (including, but not limited to, fees for attorneys and other professionals and costs of litigation) and liabilities.

“Indemnity Items” means the Products, the Communication Protocol Technology, Deliverables and Documentation provided to or for PG&E pursuant to this Agreement or to or for Meter Suppliers for incorporation in Meters that are supplied to PG&E by Meter Suppliers.

“PG&E Product Modification” means any modification of an Indemnity Item that is not *** provided that:

any modification made to an Indemnity Item supplied by SSN to a Meter Supplier for incorporation in Meter products that are to be supplied to PG&E shall be deemed to have been *** unless such modification is made at the express direction of PG&E without SSN’s written approval;

any modification contemplated by the relevant Documentation shall be deemed to have been ***; and

any modification reasonably expected to be made based on the nature of an Indemnity Item shall be deemed to have been ***.

“Combination” means the use or combination, by PG&E or its customers, of the Products with any product or service ***, except for (i) any such use or combination where the ***, (ii) any such use or combination contemplated by the relevant Documentation, (iii) any such use or combination contemplated by *** (iv) any use or combination of the ***.

Injury or death of persons, including employees of PG&E or SSN or tangible property damage caused by any negligent or intentional acts or omissions of SSN;

SSN’s performance pursuant to this Agreement, including SSN’s breach of its representations, warranties, obligations or covenants;

Any allegation that the Indemnity Items, or their purchase or use by PG&E as contemplated by this Agreement, infringes or misappropriates any Intellectual Property Right of any third party, except that:

SSN’s liability to PG&E for any Claim arising out of any *** shall be determined as set forth in Section 18.6; and

SSN does not indemnify PG&E Indemnitees against Liability to the extent that such Liability results from any *** or use of the Indemnity Items other than in accordance with this Agreement and the relevant Documentation.

Any lien or encumbrance filed or placed on the Indemnity Items or otherwise filed or placed in connection with the Services;

SSN’s breach of any Legal Requirement relating to the Indemnity Items or Services or relating to SSN’s performance pursuant to this Agreement; and

Strict liability imposed by any Legal Requirement.

If PG&E is entitled to indemnification from SSN under section 18.2(c), PG&E shall also be entitled to recover damages from SSN for the cost to ***, subject to the maximum liability specified in Section 19.1. The foregoing rights constitute *** with respect to Claims against PG&E that are the subject of the indemnity in Section 18.2(c) and the warranty in Section 17.2(a).

Should the manufacture, use, distribution, sale, or shipment of any of the Indemnity Items be found to misappropriate or infringe a third party’s Intellectual Property Rights, SSN will (in addition to its other obligations under this Section 18), at SSN’s option and at no expense to PG&E:

by license or other release, procure for PG&E the right to continue to manufacture, use, distribute, sell, or ship the same on a substantially uninterrupted basis; or

replace or modify the same to make it non-infringing, in a manner reasonably acceptable to PG&E, without materially changing the form, fit, or function.

If neither of the outcomes set out in Section 18.4(b), can be achieved using Commercially Reasonable Efforts, then, without limiting SSN’s obligation to indemnify and without limiting its liability for damages pursuant to Section 18.4(a), the Parties will cooperate to mitigate the impact of such Claim on both Parties.

Notice. Promptly after an lndemnitee receives notice of any Claim for which it will seek indemnification pursuant to the Agreement, the Indemnitee will promptly notify the Indemnitor of the Claim in writing and, in that notice, will advise the lndemnitor whether the Indemnitor is the sole indemnifying party with respect to the Claim. No failure to so notify the Indemnitor will abrogate or diminish the Indemnitor’s obligations under this Section 18.5 if the Indemnitor has or receives Knowledge of the Claim by other means or if the failure to notify does not materially prejudice its ability to defend the Claim.

Right to Control — Multiple Indemnifying Parties. If the Indemnitor is not the sole indemnifying party with respect to the claim, the Parties shall enter into a joint defense agreement regulating the defense of the Claim.

Right to Control — Sole Indemnifying Party. If the lndemnitor is the sole indemnifying party with respect to the Claim, within *** days after receiving an Indemnitee’s notice of a Claim, but no later than *** days before the date on which any formal response to the Claim is due, the Indemnitor will notify the lndemnitee in writing as to whether the Indemnitor acknowledges its indemnification obligation and elects to assume control of the defense and resolution of the Claim (a “Notice of Election”). In issuing a Notice of Election, the Indemnitor waives any right of contribution against the Indemnitee unless the Notice of Election expressly states that the Indemnitor believes in good faith that the lndemnitee may be liable for portions of the Claim that are not subject to indemnification by the Indemnitor, in which case the lndemnitee will have the right to participate jointly in the defense and settlement of the Claim at its own expense using counsel selected by it. If the Indemnitor timely delivers a Notice of Election, the Indemnitor will be entitled to have sole control over the defense and resolution of the Claim except as provided in this Section. Nothing in this Section will preclude the Indemnitee from participating in its defense and retaining its own counsel at its own expertise.

Procedure Where No Notice of Election Is Delivered. If the Indemnitor does not deliver a timely Notice of Election for a Claim, the Indemnitee may defend and/or settle the Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnitor, including payment of any settlement, judgment or award and the costs of defending or settling the Claim. The Indemnitor will promptly reimburse the Indemnitee upon demand for all indemnifiable Liabilities suffered or incurred by the Indemnitee as a result of or in connection with the Claim.

Indemnitee to Provide Reasonable Assistance. The Indemnitee will provide reasonable assistance to the Indemnitor, at the Indemnitor’s cost and expense, including reasonable assistance from the Indemnitee’s employees, agents, and Affiliates, as applicable. Notwithstanding anything to the contrary in this Section 18.5, the lndemnitor may not consent to the entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnitee without the prior written consent of the Indemnitee.

*** PURSUANT TO *** DURING THE TERM OF THIS***AGREEMENT ((I) AND (II), CUMULATIVELY, ARE THE “***”).

THE NON-EXCLUDABLE STATUTORY RIGHTS OF CONSUMERS (E.G., UNDER LAWS PROVIDING FOR STRICT PRODUCT LIABILITY).

NEITHER PARTY WILL BE LIABLE FOR ANY *** DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT ***, HOWEVER SUCH ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF WARRANTY OR IN TORT, INCLUDING NEGLIGENCE, AND EVEN IF THAT PARTY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER OR NOT FORESEEABLE. LIABILITY FOR DAMAGES WILL BE *** EVEN IF ***

The following damages are not excluded from recovery pursuant to Section 19.3(a) but are subject to the limitations of liability set forth in Section 19.2: Any *** set forth in this Agreement, to the extent that such damages are properly characterized as *** notwithstanding that such damages may represent ***

for convenience, with *** days’ written notice, and subject to payment of the termination charges set forth in Schedule B (Pricing and Payment Terms);

as to Purchase Orders, in the time and manner set forth in Section 4.6 (Cancellation and Re-Scheduling);

pursuant to Section 30.1(d) or Section 30.1(e) (force majeure);

immediately by written notice if SSN fails to cure any other material breach of this Agreement within *** days after receiving notice of such breach;

at any time if SSN becomes insolvent, is unable to pay its debts as they become due in the ordinary course of business, makes a general assignment for the benefit of creditors, or suffers or permits the appointment of a receiver for its business or assets or otherwise ceases to conduct business in the normal course; or

for material breach of this Agreement as set out in Schedule E ( Review, Testing and Acceptance Process for Deliverables), Schedule F (Compensation for *** and ***) or Schedule G (Product and Service Warranties).

PG&E fails to pay SSN when due undisputed charges totaling at least *** dollars *** and fails to make such payment for a period of *** days after the date PG&E receives a notice from SSN given in accordance with this Section 20.3 (a “Demand Notice”); or

Subject to Section 20.3(b), PG&E materially breaches *** and fails to take prompt and commercially reasonable steps to prevent further repetition or continuation of such material breach after receiving a Demand Notice from SSN.

Any dispute between the Parties as to whether an act or omission of PG&E amounts to a material breach that would allow termination by SSN pursuant to Section 20.3(a)(ii) will be submitted to binding arbitration in San Francisco, California, under the commercial arbitration rules of the American Arbitration Association (AAA).

Demand Notices delivered under this Section 20.3 must be delivered to PG&E’s Program Manager with copies to PG&E’s General Counsel, Chief Financial Officer and Senior Vice President and Chief Customer Officer. A Demand Notice must state that demand is being made under this Section 20.3 and:

In the case of a Demand Notice issued under Section 20.3(a)(i) must refer to PG&E’s failure to pay in accordance with Section 9.1 (Invoicing and Payment) of this Agreement and state SSN’s intention to terminate the Agreement if PG&E fails to make payment within *** days after receiving the Demand Notice; or

In the case of a Demand Notice issued under Section 20.3(a)(ii) refer to PG&E’s recurring or continued breach of *** and state SSN’s intention to terminate this Agreement if PG&E fails to take prompt and commercially reasonable steps to prevent further repetition or continuation of such material breach.

Each Party will return within *** Business Days of such expiration or termination (or at the other Party’s option destroy) all Confidential Information and other property and materials of the other Party that was provided by the other Party or otherwise is in the Party’s (or its employees’, contractors’ or agents’) possession or under its control, in good condition (reasonable wear and tear excepted), except to the extent necessary for the Party’s use in continuing performance or exercising its License and other rights under this Agreement;

SSN will deliver to PG&E all Deliverables, whether finished or unfinished, accepted and paid for by PG&E prior to termination;

Subject to Section 20.4(d), SSN will be entitled to receive payment for Deliverables and Products accepted by and provided to PG&E in accordance with this Agreement; the termination charges set out in Schedule B (Pricing and Payment Terms), if applicable and *** (if any), as SSN’s sole and exclusive compensation for such expiration or termination of this Agreement; and

On termination of this Agreement PG&E may *** in accordance with Schedule *** in accordance with***the *** provisions of this Agreement.

The Parties acknowledge and agree that neither Party will be entitled to damages, indemnification or other remedy solely by virtue of the other Party’s termination of this Agreement in accordance with the terms of this Section 20. This provision does not affect any other remedies that may be available to either Party for breach of the Agreement. PG&E will not be responsible for any costs incurred by SSN after the termination of this Agreement.

Except as provided in Section 13.2(b), termination of this Agreement does not affect the validity of the License granted to PG&E under Section 13.1 or the ***.

When present at PG&E facilities or accessing PG&E Data or PG&E systems, SSN and SSN Personnel will observe and comply with PG&E’s security procedures that have been communicated in writing to SSN. Schedule I (Security Requirements) lists or describes the PG&E security procedures that have been communicated in writing to SSN as of the date of execution of the Agreement.

SSN will establish and maintain safeguards against the improper destruction, loss or alteration of PG&E Data in the possession or control of SSN (or its Subcontractors) that are no less rigorous than the PG&E Security Procedures listed or described in Schedule I (Security Requirements), as it may be amended from time to time subject to Section 24.1 (Compliance with PG&E Policies and Procedures), and are no less rigorous than those maintained by SSN for its own data of a similar nature.

Without limiting the generality of the foregoing:

In accordance with the requirements of California law, SSN, when in the possession or control of personal information (e.g., name, address, phone number, PG&E account number and any other financial account numbers in PG&E’s files, including bank account or social security numbers, and customer energy usage data) about a California resident, will implement and maintain reasonable security procedures and practices appropriate to the nature of the information to protect the personal information from unauthorized access, destruction, use, modification, or disclosure; and

SSN will use Commercially Reasonable Efforts to cause SSN Personnel to refrain from attempting to access, or allowing access to, any PG&E Data that they are not permitted to access under the Agreement.

If SSN becomes aware that any unauthorized access to PG&E Data has been attained, SSN will immediately report such incident to PG&E, describing in reasonable detail the accessed PG&E Data, and take all reasonably necessary measures within its control to stop the access, prevent recurrences, and return to PG&E any copied or removed PG&E Data.

As used in this Section, the “Receiving Party” means the Party that is given access to the Confidential Information of the other Party or to whom Confidential Information of the other Party is furnished or otherwise disclosed, and the “Disclosing Party” means the Party whose Confidential Information is furnished, disclosed or otherwise made available to the Receiving Party.

In the course of performing the Services under this Agreement, each Party may have access to confidential commercial or personal information of the other Party concerning, but not limited to, research, development, products, services, technological, ratemaking, legislative and personnel matters and practices of the other Party, its parent company, subsidiaries, affiliates, or members of the public (“Confidential Information”). Confidential Information shall specifically include confidential, commercial or proprietary information provided or disclosed to the Receiving Party prior to the Effective Date of this Agreement.

Without the prior written approval of the Disclosing Party, but subject to Section 22.1(e) below, the Receiving Party agrees not to disclose any Confidential Information of the Disclosing Party or otherwise make it available to any person other than personnel of the Receiving Party who have a need to know such information to carry out the purposes of the Agreement, and further agrees not to use such Confidential Information for any purpose other than in connection with this Agreement or (in the case of PG&E) the use of the Products as contemplated by this Agreement.

The confidentiality restrictions in this Section 22.1 will not apply to any particular information (other than personal information) that the Receiving Party can demonstrate was:

previously known to the Receiving Party, prior to its receipt from the Disclosing Party;

independently developed by the Receiving Party without use of the Confidential Information;

acquired by it from a third party which was not, to the Receiving Party’s knowledge, under an obligation to the Disclosing Party not to disclose such information; or

has become publicly available through no breach of the Agreement by the Receiving Party.

SSN acknowledges that PG&E may be required to disclose some or all of SSN’s Confidential Information to PG&E’s regulators, legislators, and other third parties as part of regulatory proceedings. In so doing, PG&E will request a materially similar level of protection for such information as PG&E would require for its own similar confidential information.

SSN acknowledges that PG&E may be required to file the Agreement with regulatory entities and, if PG&E is required to do so, PG&E agrees to seek confidential treatment of ***

Nothing contained in this Agreement shall limit the ability of either Party from making such disclosures regarding this Agreement as required, or deemed necessary by legal counsel, to comply with any applicable laws or regulations (including without limitation those imposed by applicable securities laws and regulations).

Each Party will otherwise refrain from disclosing the specific terms and conditions of the Agreement to third parties except as provided in Section 22.3 (Compelled Disclosure).

As requested by the Disclosing Party (but subject to Section 22.6(c)), the Receiving Party will return or provide the Disclosing Party any designated Confidential Information of the Disclosing Party.

When Confidential Information of the Disclosing Party is no longer required for the Receiving Party’s performance under the Agreement, or in any event upon expiration or termination of the Agreement, the Receiving Party will return or destroy all materials in any medium that contain, refer to, or relate to Confidential Information of the Disclosing Party in accordance with Section 20.4(a).

The Receiving Party may keep any Confidential Information of the Disclosing Party that the Receiving Party has a license to continue using and it may also keep in the files of its legal department or outside counsel, for record purposes only, one copy of any material requested to be returned or destroyed.

At the Disclosing Party’s request, the Receiving Party will certify in writing that it has returned or destroyed all copies of the Disclosing Party’s Confidential Information in the possession or control of the Receiving Party’s or any of its Affiliates or contractors.

The Receiving Party’s obligations under Section 22.6 (Return or Destruction) will continue in effect until fully performed;

As to any portion of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations will continue for as long as the information continues to constitute a trade secret (including *** and

As to all other Confidential Information of the Disclosing Party, the obligations will survive for *** years after the Receiving Party’s fulfillment of its obligations under Section 22.6 (Return or Destruction) with respect to the Confidential Information in question.

PG&E Data and the content and substance of the PG&E-Specific Work Product;

All non-public information relating to PG&E’s information systems, operations and facilities (which information is proprietary to PG&E and will remain the exclusive property of PG&E); and,

The following information shall be SSN Confidential Information:

SSN Financial Statements;

The Source Code;

The Escrowed Materials;

The Fees; and

All non-public information relating to SSN’s. Products, Services, technology, business, employees, operations and facilities, including the Documentation, provided that such information is marked or identified as SSN’s Confidential Information.

Except as provided in Section 22.4 (Confidential Treatment of the Agreement), neither Party will disclose any information or make any news release, advertisement, public communication, response to media inquiry or other public statement regarding this Agreement or either Party’s performance hereunder or the processes, models, data or other information related to this Agreement without the prior written consent of the other Party.

Each Party shall immediately inform the other Party in writing of any media inquiries.

Neither Party will publish or make available to any individual or organization, either before, during or after the termination of this Agreement, any such materials or information without the prior written consent of the other Party.

Neither Party will make any reference to the other Party or to the existence of this Agreement in any advertising or other publication (except for confidential, internal company publications), without the other Party’s prior written consent, which consent will not be unreasonably withheld, and neither Party will associate or in any way connect its name, trademark or any other intellectual property right to any name, trademark or any other Intellectual Property Right of the other Party without the other Party’s prior written consent.

The fact that the Parties have entered into this Agreement does not constitute, nor does it imply in any way, endorsement by one Party of the other Party, and neither Party will indicate or imply that such Party endorses, recommends, or vouches for the other Party in any form of written, verbal, or electronic advertisement, communication, or any other business development effort, without such Party’s prior written consent.

PG&E and its agents, auditors (internal and external), regulators and other representatives as PG&E may designate (collectively, “Auditors”) will have the right to inspect, examine and audit the systems, records, data, practices and procedures of SSN, its Affiliates, and its Subcontractors that are used in providing the Products or rendering the Services or pertain to the Products and Services (collectively, “Audits”) for any of the following purposes:

to verify the accuracy of SSN’s invoices;

to verify the integrity of PG&E Data and SSN’s compliance with the data privacy, data protection, confidentiality and security requirements of this Agreement; and

to verify SSN’s compliance with any other provisions of this Agreement, including but not limited to, verifying SSN’s provision of Products and performance of the Services under this Agreement and compliance with the terms of Section 9.2 ***.

Audits will be conducted during business hours or as mutually agreed between the Parties, except in cases of emergency, and shall take place upon such advance notice as is reasonable under the circumstances. Audits will be conducted in a manner that does not unreasonably interfere with SSN’s, its Affiliates’ or its Subcontractors’ business.

PG&E and its Auditors will comply with SSN’s standard (and reasonable) security and confidentiality requirements when accessing facilities or other resources owned or controlled by SSN.

The Auditors will not be given access to SSN cost data except in those cases where SSN’s cost is used as the explicit basis for SSN’s invoiced charges.

SSN will cooperate with PG&E and its Auditors in conducting Audits and provide such assistance as they reasonably require to carry out the Audits.

Financial Audits and routine data security audits will not be conducted more than once per calendar year.

If any Audit determines that SSN has failed to comply with its obligations under Section 9.2 *** or that SSN has overcharged PG&E for the Products or Services, SSN shall reimburse PG&E for any over-charge within *** days from such finding, and in the event that SSN has over-charged PG&E by an amount equal to or greater than *** of SSN’s total invoiced charges for the period being audited, then SSN will reimburse PG&E upon request for the cost of the Audit within *** days from PG&E’s written notice to SSN of such over-charge.

Following an Audit, PG&E may provide SSN a written report summarizing the Audit’s findings as to any actual or potential errors or problems affecting the Products, Services or PG&E Data, violations of the Agreement or other issues pertaining to SSN (or its Subcontractors) (each, an “Audit Finding”).

Within *** days after receiving a report from PG&E containing Audit Findings, SSN will meet with PG&E to jointly develop and agree upon an action plan to promptly address and resolve any deficiencies, concerns, and/or recommendations in such Audit report.

To the extent SSN is in possession or control of PG&E Data, SSN will conduct its own periodic reviews or examinations of its data security procedures, consistent with prevailing industry good practices. If any such review or examination indicates an actual adverse impact (or a reasonable expectation of a future adverse impact) to PG&E Data, or to PG&E, or violations of the Agreement, SSN will immediately notify PG&E, providing pertinent details so that PG&E can take steps to avoid or minimize the adverse impacts. SSN will also correct the errors or problems as soon as reasonably possible.

In support of PG&E’s Audit rights, SSN will keep and maintain:

financial records as reasonably necessary to substantiate SSN’s invoices;

records pertinent to verifying the integrity of PG&E Data under the possession or control of SSN (and its Affiliates and Subcontractors) and such entities’ compliance with the data privacy, data protection, confidentiality, intellectual property and security requirements of the Agreement; and

such other operational records pertaining to provision of Products and performance of the Services as SSN keeps in the ordinary course of its business.

SSN will retain such records in accordance with generally accepted accounting principles applied on a basis consistent with applicable legal requirements. Financial data must be retained for at least *** years after termination or expiration of the applicable Purchase Order. SSN will provide access to such records upon request for Audits during such time periods.