Trade Secrets/Commercial Information Clause Samples

Trade Secrets/Commercial Information. The FOIL Law (Public Officers Law § 87(d)(2)) provides an exception to disclosure for records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” If NYSERDA receives a request from a third party for information or a document received from Seller and which has been marked “Confidential” or “Proprietary,” NYSERDA will process such request under the procedures provided by NYSERDA’s FOIL regulations. Section 21.04. Claim of Confidentiality. Information of any tangible form including any document that Seller wishes to be protected from disclosure to third parties, including any information provided as a part of a Bid Proposal Package submitted in response to RESRFP22-1, must be marked “Confidential” or “Proprietary” at the time such information is provided to NYSERDA.

Trade Secrets/Commercial Information. The FOIL (Public Officers Law § 87(2)(d)) provides an exception to disclosure for records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” If NYSERDA receives a request from a third party for information or a document received from Seller that has been marked “Confidential” or “Proprietary,” NYSERDA will process such request under the procedures provided by NYSERDA’s FOIL regulations. In connection with any such request, to the extent Seller marks its material as “Confidential” or “Proprietary”, Seller agrees to provide NYSERDA with a full set of specific, proposed redactions of the applicable material along with Seller’s justification for each proposed redaction. To the extent Seller fails to comply with the immediately preceding sentence, Seller consents to NYSERDA’s disclosure of the material in NYSERDA’s sole discretion. 68 Section XXI.04. Claim of Confidentiality. Information of any tangible form including any document that Seller wishes to be protected from disclosure to third parties, including any information provided as a part of a Proposal submitted in response to ORECRFP24-1, must be marked “Confidential” or “Proprietary” at the time such information is provided to NYSERDA. NYSERDA reserves the right to make public, after the fifth anniversary of the Contingent Award Notification Date, this Agreement, in its entirety or in part. 68 This Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement (“Agreement”) is entered into as of ________ (the “Effective Date”) by and between the New York State Energy Research and Development Authority (“NYSERDA”), a public benefit corporation, having a principal business address of ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and ______ (“Seller”), a _______, having a principal business address of _________. NYSERDA and Seller are each referred to herein as a “Party” and are collectively referred to herein as the “Parties.”

Trade Secrets/Commercial Information. The FOIL Law (Public Officers Law § 87(d)(2)) provides an exception to disclosure for records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” If NYSERDA receives a request from a third party for information or a document received from Contractor and which has been marked “Confidential” or “Proprietary,” NYSERDA will process such request under the procedures provided by NYSERDA’s FOIL regulations (see ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). N YSERDA’s incentive payment schedule will be aligned with the applicable utility payment schedule. Contractor Name: Agreement Number: Project Name: The parties to the Agreement agree to be bound by the following clauses which are hereby made a part of the Agreement to the extent applicable:

Trade Secrets/Commercial Information. The FOIL (1Public Officers Law § 87(d)(2)) provides an exception to disclosure for records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” If NYSERDA receives a request from a third party for information or a document received from Seller and that has been marked “Confidential” or “Proprietary,” NYSERDA will process such request under the procedures provided by NYSERDA’s FOIL regulations. In connection with any such request, to the extent Seller marks its material as “Confidential” or “Proprietary”, Seller agrees to provide NYSERDA with a full set of specific, proposed redactions of the applicable material along with Seller’s justification for each proposed redaction. To the extent Seller fails to comply with the immediately preceding sentence, Seller consents to NYSERDA’s disclosure of 111111111111111the material in NYSERDA’s sole discretion.

Trade Secrets/Commercial Information. The FOIL Law (Public Officers Law § 87(d)(2)) provides an exception to disclosure for records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” If NYSERDA receives a request from a third party for information or a document received from Contractor and which has been marked “Confidential” or “Proprietary,” NYSERDA will process such request under the procedures provided by NYSERDA’s FOIL regulations (see ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). Contractor Name: Agreement Number: Project Name: Payment 1: Commercial Operation ($XXX/kW) $[70% Total Incentive] Payment 2: Annual Payment $[1/7 of 30% Total Incentive] Payment 3: Annual Payment $[1/7 of 30% Total Incentive] Payment 4: Annual Payment $[1/7 of 30% Total Incentive] Payment 5: Annual Payment $[1/7 of 30% Total Incentive] Payment 6: Annual Payment $[1/7 of 30% Total Incentive] Payment 7: Annual Payment $[1/7 of 30% Total Incentive] Payment 8: Annual Payment $[1/7 of 30% Total Incentive] The parties to the Agreement agree to be bound by the following clauses which are hereby made a part of the Agreement:

Trade Secrets/Commercial Information. The FOIL Law (Public Officers Law § 87(2)(d)) provides an exception to disclosure for records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” If NYSERDA receives a request from a third party for this Agreement or any portion hereof not previously published by NYSERDA for information or a document received from Seller and which has been marked “Confidential” or “Proprietary,” NYSERDA will process such request under the procedures provided by NYSERDA’s FOIL regulations. Section 21.04. Claim of Confidentiality. Information of any tangible form including any document that Seller wishes to be protected from disclosure to third parties, including any information provided as a part of a Bid Proposal submitted in response to RESRFP24-1, must be marked “Confidential” or “Proprietary” at the time such information is provided to NYSERDA.

Trade Secrets/Commercial Information. The FOIL (Public Officers Law § 87(d)(2)) provides an exception to disclosure for records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” If NYSERDA receives a request from a third party for information or a document received from Seller and that has been marked

Trade Secrets/Commercial Information. The FOIL Law (Public Officers Law § 87(d)(2)) provides an exception to disclosure for records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” If NYSERDA receives a request from a third party for information or a document received from Contractor and which has been marked “Confidential” or “Proprietary,” NYSERDA will process such request under the procedures provided by NYSERDA’s FOIL regulations (see ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). Contractor Name: Agreement Number: Project Name: Milestone Payment 1: Commercial Operation ($XXX/kW) $X Milestone Payment 2: Performance Data Payment $X Milestone Payment 3: Performance Data Payment $X Milestone Payment 4: Performance Data Payment $X The parties to the Agreement agree to be bound by the following clauses which are hereby made a part of the Agreement:

Trade Secrets/Commercial Information. The FOIL Law (Public Officers Law § 87(d)(2)) provides an exception to disclosure for records or portions thereof that “are trade secrets or are submitted to an agency by a commercial enterprise or derived from information obtained from a commercial enterprise and which if disclosed would cause substantial injury to the competitive position of the subject enterprise.” If NYSERDA receives a request from a third party for information or a document received from Seller and which has been marked “Confidential” or “Proprietary,” NYSERDA will process such request under the procedures provided by NYSERDA’s FOIL regulations. [Signature Page Follows] EXECUTION VERSION