Non-Disclosure Agreement for Critical Energy Infrastructure Information

  1. The provisions of this Non-Disclosure Agreement (NDA) govern the use of Critical Energy Infrastructure Information (CEII) provided to an individual approved by PJM to access CEII.
  2. Definitions – For purposes of these provisions:
    • The term “CEII” shall have the same meaning as defined by the Federal Energy Regulatory Commission (“Commission” or “FERC”) in accordance with 18 C.F.R. § 388.113(c). CEII includes all forms (including hard copy and electronic) of PJM’s representation of the power system used in planning studies and analyses.
    • The terms “CEII non-disclosure agreement” or “CEII NDA” means this Agreement by which requesters certify their understanding that access to CEII is provided pursuant to the terms and restrictions of these provisions, and that such requesters have read the provisions and agree to be bound by them.
    • The term “Recipient” means someone who is approved to receive CEII in accordance with PJM’s procedures and consistent with the Commission’s requirements set forth in 18 C.F.R. § 388.113.
    • The term “Consultant” means one who is hired to provide advice to another.
  3. A request to access CEII shall not be granted unless a requester provides a completed and executed CEII NDA and PJM CEII Request Form, and has been approved by PJM as a Recipient of such CEII. If requesting access on behalf of a Consultant, a properly executed Authorization Form is also required. An organization must submit the Authorization Form listing the names of Consultants hired by the organization who will be permitted to access the requested CEII on behalf of the organization. An organization’s Authorization Form is not sufficient for a Consultant to have access to CEII. Each Consultant named on the Authorization Form shall not be granted access to CEII until such individual submits an executed PJM CEII Request Form and executed PJM CEII NDA to PJM and is approved by PJM as a Recipient of such CEII. Any subsequent additions to or deletions of names on an organization’s Authorization Form must be sent to PJM within ten (10) days of such change(s.)
  4. A Recipient may only discuss CEII with another PJM-approved Recipient of the identical CEII. Recipient must check with PJM to determine whether another individual is a Recipient of the identical CEII.
  5. If any Recipient submits information to the Commission that includes CEII obtained under this Agreement, those portions of the filing containing CEII must be submitted in accordance with 18 C.F.R. § 388.112(b).
  6. A Recipient of CEII may use CEII as a foundation for advice provided to others, but may not disclose CEII to another individual unless that individual is a Recipient of the identical CEII.
  7. Recipient shall not knowingly use CEII for an illegal or non-legitimate purpose.
  8. Recipient shall maintain all CEII in a secure place. Access to CEII shall be limited to other Recipients of the identical material. Recipient may make copies of CEII, but such copies become CEII and subject to the same procedures detailed herein. Recipient may make notes of CEII, which shall be treated as CEII notes if they contain CEII.
  9. If the information provided on the CEII Request Form submitted to PJM changes, Recipient shall notify PJM within ten (10) days of such change(s). Recipient shall also advise PJM whether Recipient believes such change(s) would affect the Recipient’s status as a Recipient.
  10. Recipient and/or Recipient’s organization must return all CEII received from PJM or destroy such CEII within fifteen (15) days of a written request by PJM to do so, except that CEII notes may be retained in accordance with Paragraph 8, above. Within such time period, Recipient and/or Recipient’s organization, if requested to do so, shall also submit to PJM an affidavit stating that, to the best of Recipient’s knowledge, all CEII has been returned or destroyed and that CEII notes have either been returned, destroyed or are being maintained by Recipient and/or Recipient organization in accordance with Paragraph 8, above.
  11. Recipient shall remain bound by these provisions unless PJM or the Commission rescinds these provisions or a court of competent jurisdiction finds that the information provided to Recipient does not qualify as CEII.
  12. PJM disclaims and does not make hereby any express or implied representation or warranty concerning the accuracy or completeness of any CEII provided to Recipient under this Agreement. PJM shall not have liability to the Recipient, or any other person or entity, for the Recipient’s use of any CEII disclosed pursuant to this Agreement. In addition, the extent of CEII to be disclosed under this Agreement resides solely with PJM and disclosure of CEII of any nature shall not obligate PJM to disclose any further Information.
  13. Nothing stated herein shall be construed to require any Party to take any action in violation of applicable laws or regulations.
  14. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable in any respect or with respect to any information, such provision in all other respects or with respect to all information, shall nevertheless continue in full force and effect without being impaired or invalidated and shall be enforced to the full extent permitted by law or regulation.
  15. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
  16. PJM or its representative may audit Recipient’s compliance with this Agreement.
  17. Notice

      PJM CEII Administrator: Mark J. Kuras
      PJM Interconnection, L.L.C.
      2750 Monroe Blvd. 
      Audubon, PA 19403
      Attn: PJM CEII Administrator
      Fax: (610) 728-4881

  18. Breach of Recipient’s obligations under this Agreement shall cause immediate, irreparable harm to PJM, for which there will not be adequate remedy at law. PJM reserves the right to avail itself of any and all legal and equitable rights or remedies it may have under federal or state law or regulation.
  19. I hereby certify my understanding that access to CEII is provided to me pursuant to the terms and restrictions of the above CEII provisions, that I have been given a copy of and have read the provisions, and that I agree to be bound by them. I understand that the contents of the CEII, any notes or other memoranda, or any other form of information that copies or discloses CEII shall be marked “Critical Energy Infrastructure Information” and shall not be disclosed to anyone other than another person who has been granted access to these same materials by PJM or the Federal Energy Regulatory Commission. I acknowledge that, in the event of a violation of this agreement, PJM may, at its sole discretion, have recourse to any and all legal rights or remedies available under federal state law or regulation. I agree that my compliance with this Agreement is subject to audit by PJM.

Access to Critical Energy Infrastructure Information requires the execution of this Non-Disclosure Agreement.

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