PACIFIC GAS & ELECTRIC COMMUNITY CHOICE AGGREGATOR

r Pacific Gas and Electric Company` 8. In addition to all other remedies, CCA shall indemnify and hold harmless Utility, its affiliates, subsidiaries, parent company, officers, employees, or agents from and against and claims, actions, suits, liabilities, damages, losses, expenses and costs(including reasonable attorneys' fees, costs and disbursements)attributable to actions or non-actions of CCA and/or its employees and/or its representatives in connection with the use or disclosure of Confidential Information. 9. If, at any time, CCA ceases its investigation,pursuit or implementation of community choice aggregation pursuant to PU Code Section 366.2 et seq., CCA shall promptly return or destroy(with written notice to Utility itemizing the materials destroyed)all Confidential Information then in its possession at the request of Utility. Notwithstanding the foregoing,the nondisclosure obligations of this Agreement shall survive any termination of this Agreement. 10.This Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the Parties hereto. This Agreement shall not be assigned, however, without the prior written consent of the non-assigning Party, which consent may be withheld due to the confidential nature of the information, data and materials covered. 11.This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior discussions, negotiations, understandings, communications,correspondence and representations, whether oral or written. This Agreement shall not be amended, modified or waived except by an instrument in writing, signed by both Parties, and, specifically, shall not be modified or waived by course of performance, course of dealing or usage of trade. Any waiver of a right under this Agreement shall be in writing, but no such writing shall be deemed a subsequent waiver of that right, or any other right or remedy. 12. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, without reference to its principles on conflicts of laws. 13. This Agreement shall, at all times, be subject to such changes or modifications by the CPUC as it may from time to time direct in the exercise of its jurisdiction. Page 4 of*6 Automated Document,Preliminary Statement Part A Form 79-1031 Revised November 2006 Advice 2784-F-A