UNIVERSITY AGREEMENT

This University Agreement (“Agreement”) between Electric Power Research Institute, Inc. a District of Columbia nonprofit corporation ("EPRI"), and , an educational institution chartered under the laws of the State of ("University").

A. EPRI is organized to promote, conduct, and sponsor research and development with respect to the production, transmission, distribution, and utilization of electric energy;

B. the University is equipped and qualified to perform research and development directed toward these objectives;

C. EPRI desires to contribute to the cost of additional research and development by the UNIVERSITY in connection with the work described herein, and to obtain the results thereof for its benefit and the benefit of its members and the public; and

D. the primary purpose of this research agreement is to develop and to transfer intangible information for the benefit of EPRI, its members, and the public.

Therefore, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

ARTICLE 1 - Scope of Work, Period of Performance scope of the Work, including but not limited to (a) revising or adding to the Work or deleting portions thereof, or (b) revising the 1.1 Work. The University shall perform the work (the "Work") set period or schedule of performance, or (ii) require the University to forth in the schedule attached hereto and made a part hereof (the stop all or any part of the Work. "Schedule"). University warrants that it has the legal right to perform the Work hereunder, and to give EPRI the rights and perform the 2.2 Compliance. Upon receipt of such notice of change or stop duties set forth in this Agreement including (without limitation) rights work order, the University shall immediately take all necessary in patents and data as provided for hereinafter. steps to comply therewith and to minimize the incurrence of costs allocable to Work deleted or stopped. 1.2 EPRI Project Manager. Performance of the Work shall be supervised by the University under the general monitoring of a 2.3 Equitable Adjustment. If any order under this Article 2 causes project manager as designated by EPRI in the Schedule. EPRI, at any an increase or decrease in the total estimated cost of, or the time time, may designate a new or alternate project manager. EPRI will required for performance of, this Agreement, an equitable provide the UNIVERSITY with a written notification if a new or adjustment shall be made by EPRI in the Contract Cost Limitation, alternate project manager is appointed. or time of performance, or both. Any request by the University for equitable adjustment under this Subarticle must be asserted within 1.3 Period of Performance. The University shall use its best efforts thirty days from the date of receipt by the University of the to complete the Work within the time period(s) set forth in the notification of change. Any dispute relating to an equitable Schedule (the “Period of Performance”). Within this timeframe, adjustment to be made pursuant to this Subarticle shall be technical report deliverable(s) (“Report Deliverables”) shall be submitted to arbitration in accordance with Article 18. Unless submitted in compliance with conditions in Subarticle 4.2 of this otherwise directed by EPRI in writing, the University shall Agreement and as provided for in the Schedule. continue to perform the Work (including Work the subject of an equitable adjustment) to completion during any arbitration of any 1.4 Notice of Delay. Whenever the University knows or reasonably such dispute. should know that any actual or potential condition due to circumstances beyond its control is delaying or threatens to delay the ARTICLE 3 - Costs and Payments timely performance of the Work, the University shall within ten days give EPRI notice thereof, including all relevant information with 3.1 Cost Reimbursement. EPRI shall reimburse the University for respect thereto, and may request an extension of time to perform the all costs incurred in the performance of the Work, subject to the Work. limitations contained below in this Article 3 and the other terms and conditions of this Agreement. 1.5 Environment, Safety, And Health. The University shall maintain environmental, safety, and health policies, programs, and procedures 3.2 Contract Cost Limitation. The estimated total cost to EPRI of necessary to assure compliance with all applicable laws, regulations the Work is set forth in the Schedule (the “Contract Cost and orders and shall perform the work in a safe manner. Whenever Limitation”). The Contract Cost Limitation is based on the budget the University knows of any actual or potential environmental, safety, set forth in the Schedule (the “Budget”). EPRI shall not be or health conditions that affect or threaten to affect its performance of obligated to pay the University any amount greater than the the Work in a safe manner and in compliance with customary safe Contract Cost Limitation. practices, the University shall immediately notify EPRI in writing to that effect in accordance with Article 16 of the Agreement with an 3.3 Best Efforts. The University agrees to use its best efforts to information copy to the EPRI Project Manager. perform the Work for the Contract Cost Limitation specified in Subarticle 3.1. If, however, the University has reason to believe ARTICLE 2 - Changes in the Work that costs which it expects to incur in the performance of the Work in the next succeeding thirty days, when added to all costs 2.1 Changes. EPRI’s Contracts Department may, at any time, by previously incurred, will exceed 75% of the Contract Cost written order to the University, (i) make changes within the general

Revised 04/2011 Limitation or if at any time the University has reason to believe that of work performed by the University for its own account or in the total cost for the performance of the Work will be greater or connection with research contracts in effect with others, when such substantially less than the Contract Cost Limitation, it shall notify work is pertinent to the Work hereunder. EPRI in writing to that effect, giving its revised estimate of such total cost for the performance of the Work. 4.2 Final Technical Report. (A) Upon the completion or termination of the Work, the 3.4 Committed Fund Limitation. EPRI's obligation to pay the UNIVERSITY shall submit to EPRI a comprehensive final University under this Agreement is conditional upon EPRI's technical report covering all Work accomplished and results commitment of funds for each year (the “Committed Funds”). The achieved under this Agreement, and including conclusions and Committed Funds for each year during the Period of Performance, if recommendations derived therefrom. The final report shall include applicable, are set forth in the Schedule. The Committed Funds a complete disclosure of all materials, processes and equipment represent the maximum amount that the University is authorized to employed, and shall be in such full, clear, concise, and exact detail, expend or commit for the Work as of the last day of the applicable including data such as mathematical, graphic, and written year and EPRI shall not be obligated for costs in excess of the descriptive materials and other means of disclosure appropriate in applicable Committed Funds. EPRI's Contracts Department shall the circumstances, to enable any person skilled in the art to achieve notify the University of any changes in Committed Funds. If EPRI the results of the Work performed under this Agreement. The fails to commit adequate funds to support the Work, and such failure University shall furnish, to the extent applicable, drawings, results in a reduction in the scope of the Work, the University may, specifications, and the necessary operating and maintenance by providing prompt notification of its election thereof to EPRI, treat instructions concerning any equipment, item or process developed such failure as a termination by EPRI pursuant to Article 15 below. under the Agreement to enable any person skilled in the art to Unless otherwise notified by EPRI, the University may carry forward make and use such equipment and perform such process by any unexpended Committed Funds into succeeding years. application of the most advanced state of the art achieved in the performance of this Agreement. Where appropriate, the final 3.5 Invoicing and Accounting Procedures. Invoices for costs report shall also include recommendations for further incurred shall be submitted on a monthly basis. Each invoice shall be improvements, which would advance the future state of the art supported as set forth in the Schedule by an itemized statement of based on knowledge acquired in the performance of the Work. The costs claimed to have been incurred by the University in the final report will be submitted to EPRI in preliminary form for performance of the Agreement during the period covered by such review and comment before publication. invoice. The University's costs shall be determined on the basis of the University's accounting system procedures and practices employed as (B) As provided in the Schedule, Report Deliverables shall of the effective date of this Agreement. Generally, accepted be formatted using the EPRI Technical Report Template, a accounting principles should be followed as long as they result in Microsoft Word, PC-based template for formatting EPRI reports costs that are reasonable and allocable to this Agreement. The that can be downloaded from EPRIWeb at University shall notify EPRI of any changes in its accounting system, www.epri.com/epritemplate/. The Report Deliverables shall which may affect the total estimated cost of this Agreement before comply with print and electronic requirements described in the such changes being adopted. The University's costs shall include all Technical Report Template User’s Guide current at the time costs, direct and indirect, incurred in the performance of the Work or formatting of the report begins, which is downloadable with the reasonably incidental to such performance, including any sales, use, template and contains instructions for its use. Electronic files or property taxes assessed University for Work performed hereunder prepared in the template and matching hard copy shall be or assessed on equipment or materials purchased by University on submitted to EPRI in preliminary form for review and comment behalf of EPRI; provided, however, such costs shall not include those sixty days before the expiration of the Agreement. The electronic taxes from which EPRI has been determined to be exempt. The files shall be virus-checked and the University shall make such University will execute all documents and take such steps as changes as are requested by EPRI. reasonably necessary to obtain the benefits of tax exemptions for which EPRI is eligible. Details concerning EPRI's tax exemptions and (C) University shall conspicuously identify, as specified in documents evidencing such exemptions are available through EPRI's the Schedule to Agreement, all inventions and discoveries made, Corporate Audit Manager. conceived, or first reduced to practice by University or its employees in the course of or under this Agreement that University 3.6 (i) Audit Rights. Upon the request and at the expense of EPRI, knows or should reasonably know are described in any manner in the accounting records maintained by the University in the such final report. performance of the Work shall be subject at all reasonable times to audit by EPRI or at EPRI's option an independent public accounting 4.3 Preliminary Reports. If requested by EPRI, the University firm designated by EPRI. It is the intent of the parties that such shall submit to EPRI a report of all studies made in planning the audits shall be performed not more frequently than once every twelve Work, and in developing background research for the Work, months during the performance of the Work. In addition, EPRI may including citation references to all such background research have such an audit performed at any time within one year following compiled in connection with the performance of this Agreement. payment by EPRI of the University's final invoice; and The University shall be entitled to an adjustment in the Contract (ii) Subcontracts. Except as otherwise authorized in writing by Cost Limitation, if necessary, for the furnishing of such a report. EPRI, the University will insert in all subcontracts exceeding $100,000 provisions making this Subarticle 3.6 applicable to the 4.4 University Information. The parties contemplate that in the subcontractor. performance of the Work the University may furnish, under mutually acceptable terms and conditions, proprietary information ARTICLE 4 - Reports which is generally related to the subject matter of this Agreement but has been developed by the University and its staff apart from 4.1 Technical Progress Reports. The University shall submit this Agreement and which is confidential to the University. If the technical progress reports to the EPRI project manager at such regular University furnishes such information, the University shall clearly intervals as set forth in the Schedule. Such reports shall be in identify it as "(‘s) Proprietary Information." Such identification, in sufficient detail to disclose all Work accomplished and results and of itself, however, shall not be considered conclusive in any achieved during the reporting period. In addition, such reports shall determination of whether the University apart from this Agreement include a summary in non-technical language, which briefly describes or whether such information is confidential to the University the project and sets forth the important results and contents of the develops such information. In the event EPRI determines that report. In so far as it has a right to do and without disclosing background data or information owned by the University is information deemed to be proprietary, the University will endeavor to essential to the complete understanding and utilization of the keep EPRI generally informed in such reports as to the development

Final Rev 2 (04/04/08) information produced under this Agreement, then the University shall Agreement; or make this information available on a nondiscriminatory and reasonable royalty basis to whomever EPRI so designates. (g) use any EPRI Materials to create materials the same as or substantially similar to EPRI Materials; or 4.5 Report Notices. The following notices shall be affixed to each (h) incorporate, acquire, lease, modify, affix any real, personal, or technical report furnished to EPRI hereunder and to any report intellectual property, or resulting from this Agreement which may be distributed outside of EPRI: (i) remove, alter or otherwise obscure any EPRI proprietary rights (A) Progress or Preliminary Reports notices from EPRI Materials or Research Results. Disclosure – “This report has not been reviewed to determine whether it contains patentable subject matter, nor has the 5.3 LIMITATION OF WARRANTIES. EPRI WARRANTS IT accuracy of its information or conclusions been evaluated. HAS THE RIGHT TO LICENSE OTHERS UNDER ITS Accordingly, the report is not to be considered a published report and is not available for general distribution, and its COPYRIGHT AND PROPRIETARY RIGHTS IN EPRI distribution is limited to employees and advisors of EPRI for MATERIALS. EPRI ASSUMES NO RESPONSIBILITY FOR the sole purpose of evaluating the progress and future course of the project described in the report. Until the report has been ABATING ANY INFRINGEMENT OF ITS COPYRIGHT OR reviewed and evaluated by EPRI, it should be neither disclosed UNLAWFUL ACQUISITION OF INFORMATION IN THE EPRI to others nor reproduced, wholly or partially, without written MATERIALS ANY ACTION TAKEN WITH RESPECT TO consent of EPRI.” (B) Final Report ANY SUCH INFRINGEMENT OR UNLAWFUL Legal Notice – This report was prepared by the organization(s) ACQUISITION SHALL BE AT EPRI'S SOLE DISCRETION. named below as an account of work sponsored by the Electric Power Research Institute, Inc. (EPRI). Neither EPRI, members of EPRI, the EPRI DOES NOT WARRANT THE NONINFRINGEMENT BY organization(s) named below, nor any person acting on their behalf: (i) makes any warranty, express or implied, with respect to the use of THE EPRI MATERIALS OF ANY OTHER COPYRIGHT OR any information, apparatus, method, or process disclosed in this OTHER PROPRIETARY RIGHT, DOMESTIC OR FOREIGN. report or that such use may not infringe privately owned rights; or (ii) assumes any liabilities with respect to the use of, or for damages NEITHER EPRI, NOR ANY MEMBER OF EPRI, NOR ANY resulting from the use of, any information, apparatus, method, or process disclosed in this report. Organization(s) that prepared this PERSON OR ORGANIZATION ACTING ON BEHALF OF report:. ANY OF THEM: (A) MAKES ANY WARRANTY OR ARTICLE 5 –UNIVERSITY License Grant, Restrictions, and REPRESENTATION WHATSOEVER, EXPRESS OR IMPLIED, Limitation of Warranties WITH RESPECT TO THE MERCHANTABILITY, FREEDOM 5.1 UNIVERSITY License. EPRI grants UNIVERSITY a limited, FROM CONTAMINATION BY COMPUTER VIRUSES, OR revocable, royalty-free, nonexclusive, nontransferable license to use FITNESS FOR ANY PARTICULAR PURPOSE WITH the EPRI Materials, as defined now in Attachment B, Statement of RESPECT TO THE EPRI MATERIALS, OR Work, or in the future under a binding Change Notice to the (B) ASSUMES ANY LIABILITY WHATSOEVER WITH Agreement, only in the performance of Work under this Agreement RESPECT TO ANY USE OF THE EPRI MATERALS OR ANY and not for the benefit of any third party. Release of EPRI Materials PORTION THEREOF OR WITH RESPECT TO ANY is subject to Export Control review and clearance. UNIVERSITY DAMAGES WHICH MAY RESULT FROM SUCH. shall have no right to reproduce, distribute, sublicense, sell, lease, rent, or otherwise commercialize EPRI Materials or EPRI Intellectual ARTICLE 6 - Data Property Rights. Within thirty (30) days of the date of termination or the natural expiration of this Agreement, UNIVERSITY agrees to 6.1 Data. The University agrees to maintain (in sufficient detail as will properly reflect all Work done and results achieved in the return all copies of the EPRI Materials to EPRI and/or erase all performance of this Agreement) books, records, reports, research electronic copies from UNIVERSITY computers, servers, or hand- notes, charts, graphs, comments, computations, analyses, recordings, photographs, samples of materials, and other graphic or held devices. written data generated in connection with the Work (the "Data"). 5.2 UNIVERSITY License Restrictions. Not withstanding the License granted in Subarticle 5.01, UNIVERSITY shall not, without 6.2 Rights to Data. All Data produced, generated or procured EPRI’s prior written consent, directly or indirectly: under this Agreement, including under any subcontracts, shall become the property of the University and copies shall be (a) disclose to or permit the use of EPRI Materials or Research delivered to EPRI upon request; provided, however, that the Results by any third party; or University shall not be required to retain any Data not requested by EPRI within one year from the date of final payment to the (b) claim any interest in, or take any actions inconsistent with EPRI’s University hereunder; and provided, further, that until such interests in EPRI Materials Research Results; or delivery to EPRI, the University agrees to permit representatives of (c) prepare or have prepared Derivative Works; or EPRI to examine and review at reasonable times all Data still in the possession of the University. (d) copy EPRI Materials; or 6.3 Publication Rights. EPRI may publish, reproduce, distribute, (e) reverse engineer or use any other method to obtain the Source and use all or any part of the Data, in any manner and for any Code version of any EPRI Materials; or purpose, without limitation, and may authorize others to do the (f) install or use any Source Code which may be provided hereunder same. EPRI represents that its purpose in obtaining the results of on any computer system other that as expressly permitted in the the research under this Agreement is to make said results available Final Rev 2 (04/04/08) for use and beneficial application by the general public and to further assignment or transfer by the University of its ownership or license scientific and technological knowledge in the area of research rights in respect of said copyright(s). covered hereunder. Prior to disclosure to the public by EPRI, the University agrees not to publish or make available to others, except 7.8 Subcontracts. Except as otherwise authorized in writing by representatives of EPRI, any Data or any information concerning EPRI, University will insert in all subcontracts provisions making Data without notifying the EPRI Project Manager and allowing this Article 6 applicable to the subcontractor and its employees. sixty days for response, subject to the provisions regarding patent approval set forth in Subarticle 9.7. However, the University may ARTICLE 8 - Software retain copies of reports made pursuant to Article 4 and, prior to any public disclosure, use the information contained in such reports in its 8.1 Requirements. Any computer programs and related software internal operations, including internal dissemination to its student (“Software”) developed by the University during the course of the body and its own staff and faculty for educational purposes. Work or substantially modified for use in the Work will be supplied in a form which may be used by others independently of 6.4 Copyrighted Material and Subpoenaed Data. No material the University’s or any third party’s proprietary programs or copyrighted by third parties or proprietary to others shall be included computer configurations. Unless otherwise provided in the in the final or other report prepared by the University hereunder, Schedule, all Software will be developed in accordance with the unless the University has obtained written permission for use by EPRI EPRI software development standards in effect as of the Effective of such materials in the report furnished to EPRI. In the event any Date and will not be accepted by EPRI as a Deliverable under this Data developed under or documents relating to this Agreement are Agreement until the appropriate acceptance testing and quality subpoenaed or otherwise required to be produced or made available to grading procedures have been successfully completed. The a third party by order of a court or governmental administrative Software, test cases and their results will be transmitted to EPRI agency, the University shall promptly notify EPRI in writing and (in source code, object code and any additional form specified by allow ten days unless otherwise limited by law for response by EPRI EPRI) on disk, magnetic tape or other medium specified by EPRI, before producing such Data or documents. University will cooperate in the number of copies set forth in the Schedule. Complete with EPRI in obtaining a protective court order to take such other documentation shall be supplied as set forth in the Schedule. action as may be appropriate under the circumstances. 8.2 Acceptance Testing And Quality Grading. Acceptance testing 6.5 Subcontracts. Except as otherwise authorized in writing by and quality grading of software deliverables is required for all EPRI, the University will insert in all subcontracts provisions making software products before acceptance by EPRI. Acceptance testing this Article 6 applicable to the subcontractor and its employees. and quality grading will be performed in two parts: Part I will involve the customer feedback on functional quality pursuant to ARTICLE 7 - Copyrights Part I of Appendix A attached to and incorporated in this Agreement. Part II will involve an independent contractor’s 7.1 Written Works. University shall retain all right, title and interest software acceptance evaluation on quality from an information in all copyrights in the reports, articles, photographs, sound technology perspective pursuant to Part II of Appendix A attached recordings, data, computer programs and related documentation to and incorporated in this Agreement. generated in connection with the Work ("Written Works"). 8.3 Ownership and Exclusive Licensing. Title to all computer 7.2 Copyright Notices. University will apply copyright notices to all software programs and supporting documentation or other related Written Works, indicating University's ownership of the copyrights in copyrightable material or data, conceived and produced during and the Written Works, using the following form: © Copyright 20__ due to the course of the Work hereunder, shall reside in the [University Name] All Rights Reserved University. The University agrees to grant to EPRI a fully paid exclusive license for any computer program developed hereunder, The year in the notice shall be the first year of publication or, if including the right to grant royalty bearing sublicenses as set forth unpublished, the year in which the Written Work was completed. herein. EPRI shall have the obligation under said license to grant nondiscriminatory sublicenses, either on a nonexclusive or 7.3 License To Copyrights. University agrees that EPRI, pursuant to exclusive basis, as deemed appropriate by EPRI, to all qualified Subarticles 5.3, 7.1 and 8.1, shall be licensed to use the copyrights in applicants on a worldwide basis. EPRI will not unreasonably set the Written Works in any manner and for any purpose, without standards for qualifications of applicants. The net royalty income limitation. earned on the licensing of computer programs by EPRI under its exclusive license shall be equally apportioned between EPRI and 7.4 Term. The term of this Article 6 shall extend to the expiration the University. Net royalties shall be the gross royalties received date of the copyrights of the Written Work with the latest copyright less administrative costs directly related to the licensing of the expiration date. computer programs. Said royalty payments shall be remitted to the University on or before June 30 and December 31, of each year, 7.5 Compensation. No claim for compensation other than that accompanied by reporting showing the basis for said royalty in provided in Article 3 shall be asserted by University or its employees sufficient detail to insure the University of the accuracy thereof. with respect to any copyrightable Written Works first written in the The term of EPRI's exclusive license shall be five years from the course of or under this Agreement. date of delivery to EPRI of the accepted computer program in final form. The exclusive license shall be renewable in five-year 7.6 Copyrighted or Proprietary Works. If University proposes to increments throughout the life of the copyright in the computer incorporate copyrighted or proprietary works of third parties in the program, provided, however, if the University determines at the Written Works ("Incorporated Works"), University shall submit to time of renewal of the exclusive license that, in its sole opinion, the EPRI a copy of the document granting University permission to use exclusive license should not be renewed, it shall so notify EPRI in such copyrighted or proprietary works of third parties, and to writing. If upon receipt of such notification, EPRI demonstrates to sublicense such use by EPRI or its designees. the University's satisfaction that it has made diligent efforts towards commercialization of the computer program during the 7.7 Copyrighted License Obligations. If under any provisions of this previous period, the exclusive license shall be renewed. The Agreement the University is obligated to license EPRI and its University will not be unreasonable in assessing EPRI's diligence. designees in the use of any copyright(s) in Written Works and/or EPRI shall submit a written report to the University which includes Incorporated Works, then University agrees to include express a reporting of licenses granted, contracts or negotiations with provisions for the reservation of such license rights in said prospective licenses, such other information as EPRI determines is copyright(s) for the benefit of EPRI and its designees in any necessary to demonstrate its commercialization activities. If the

Final Rev 2 (04/04/08) parties fail to agree that EPRI has made diligent efforts towards manner acknowledged by EPRI to be in compliance with accepted commercialization of the computer program, the matter shall be industry practice, all Software for virus contamination prior to the resolved in accordance with the provisions of Subarticle 19.2, delivery thereof to EPRI or other organizations, (ii) label all Arbitration. Software diskettes and other electronic media with the date and method used to check for virus contamination, and (iii) prior to 8.4 Exclusive Licensing Renewal. If EPRI's exclusive license is not delivery to EPRI or other organizations promptly replace any renewed by the University at the end of the initial five year period, or Software found to contain virus contamination as of that time, with any five year extension thereof, EPRI's exclusive license shall be like Software free of viruses. converted to an irrevocable, nonexclusive, fully-paid world-wide license with unlimited world-wide sublicense rights. EPRI shall (c) The University agrees to ensure that all its employees determine the terms of any such sublicenses, which terms may shall comply with the requirements of this subarticle and shall also include royalties, provided the provisions of Subarticle 8.3 regarding require that all subcontractors’ employees comply with the royalty sharing and Subarticle 8.6 regarding security shall be requirements of this Subarticle 8.7. applicable. ARTICLE 9 - Inventions and Patents 8.5 Use by University. It is understood that the University remains free to use the computer software and supporting documentation in its 9.1 Ownership and Exclusive Licensing. ongoing and future programs. The University reserves the right during the period of exclusivity to undertake similar or the same type (A) It is recognized and acknowledged by the University software developments or perform work utilizing similar or the same that one of the purposes of EPRI in supporting the research type software for third parties, provided it does not disclose the undertaken pursuant to this Agreement is to secure the tangible specific computer program generated originally during the course of benefit of the scientific and technological knowledge developed this Agreement. Subsequent to the period of exclusivity the under this Agreement for use by the general public on a University shall be free to use such specific program without nondiscriminatory basis. Therefore, whenever any invention or restrictions. In the event that the University utilizes computer discovery is made, conceived, or first reduced to practice by the programs developed under this Agreement, or substantial portions University or its employees in the course of or under this thereof, in a computer program developed for a third party sponsor to Agreement ("Foreground Invention"), the University shall be licensed by either the University or said sponsor, the University promptly furnish EPRI with complete information thereon shall equally share with EPRI any resulting royalties derived from including, without limitation, a written description thereof giving such licensing. the date of invention, naming the inventors and others involved in the development thereof. The University, for itself and its 8.6 Restrictions on Usage. Both parties hereto shall treat all employees, agrees to extend to EPRI or its designee its full computer software and supporting documentation developed under cooperation in (i) enforcing the patents on the inventions or this Agreement as confidential and proprietary. Provided, for discoveries, (ii) giving of testimony, and (iii) providing invention purposes of this Article 8, the restrictions imposed on the University or discovery records and other documents in support of the shall not be deemed to include restrictions on the University’s use of enforcement procedure. algorithms, concepts, or Data contained within computer software programs or supporting documentation generated pursuant to this (B) If, in accordance with the patent laws of the United Agreement, and University's use of such algorithms, concepts, or States, EPRI determines that a patent should be applied for, then Data shall be governed by Article 6, Data. Any disclosure, EPRI shall undertake to obtain the patent at its expense in the distribution or transfer of any such materials to any third party by United States and foreign jurisdictions. The University shall have EPRI shall be pursuant to a written license agreement. EPRI shall title to any such invention or discovery. EPRI shall notify the derive no right, title or interest in such material except as expressly University of its intent to file patent applications on any set forth in this Agreement and shall not claim or assert title or Foreground Invention within 180 days after the completion or ownership thereof of any derivative work. It is understood that termination of the Agreement, but no later than 90 days prior to confidential and proprietary material does not include material which publication of the Final Report by EPRI. The University may (i) has been or is in the future published without restriction or request an earlier notification from EPRI than provided above, and otherwise put in the public domain through no fault of EPRI; or EPRI shall not unreasonably withhold its determination on filing (ii) subsequent to disclosure by the University is lawfully received by patent applications, nor delay in filing such application; however, EPRI from a third party having rights therein, including the right to in the event EPRI, in good faith, has not made its determination disseminate the information. EPRI agrees to take every reasonable and the University desires to file patent applications in order to precaution to prevent unauthorized disclosure of the computer publish the Foreground Invention, the University may, upon program and to maintain the confidential nature of such information notifying EPRI, file patent applications at its own expense. EPRI at least to the same extent that it protects its own proprietary shall, within nine months of the filing of the United States patent materials. EPRI shall on written request from University provide a list application, notify the University of those foreign countries in of third parties to which EPRI has licensed the computer program and which it intends to file patent applications and shall file such the terms on which the license is made. applications prior to the expiration of any applicable convention dates. 8.7 Computer Virus Contamination. (C) The University hereby grants EPRI an exclusive (A) If the University uses computer software of any kind revocable (but only for cause) license under any patent obtained (designed for workstations or personal computers) in the performance above including the right to grant sublicenses thereunder. The term of the Work, including but not limited to development thereof, the of the exclusive license shall extend for five years from the date University shall systematically check all such computer software for the patent on any Foreground Invention issues. The exclusive computer virus contamination. license shall automatically extend for three year increments throughout the life of the patent, provided, however, if the (b) The University agrees that any Software delivered to EPRI University determines at any time after the initial five year period under this Agreement pursuant to the requirements of Subarticle 8.1 that, in its sole opinion, the exclusive license should be terminated above shall be checked to determine if it is free of viruses that are it shall so notify EPRI in writing. If upon receipt of such detectable using accepted industry practice at the time of its delivery notification, EPRI demonstrates to the University that it has made to EPRI. In addition, any Software delivered to other organizations, diligent efforts towards the further development or including, but not limited to, other EPRI contractors, consultants, and commercialization of the Foreground Invention during the electric utility companies shall also be checked to determine if it is previous period, the exclusive license shall continue. EPRI shall free of such viruses. Accordingly, University shall (i) check, in a

Final Rev 2 (04/04/08) submit a written report to the University, which includes a reporting 9.6 Agreements with Employees. If an invention or discovery is of licenses granted, contacts or negotiations with prospective made, conceived, or first reduced to practice in the course of or licensees, and such other information as EPRI determines is necessary under this Agreement, and a patent is not applied for by EPRI or to demonstrate its commercialization activities. If the parties fail to the University, such invention or discovery may be published, with agree that EPRI has made diligent efforts towards commercialization appropriate acknowledgment of EPRI research support, and of the Foreground Invention, any such dispute will be resolved in thereby placed in the public domain, or may be held as trade secret accordance with the provisions of Article 19, "Arbitration". information.

(D) In the event EPRI elects not to file a patent application in 9.7 Patent Reviews and Publications. It is recognized that during the United States on any Foreground Invention or if EPRI elects not the course of or under this Agreement, the University or its to file foreign applications in any country then the University may, at employees may from time to time desire to publish information its own expense, file such applications in the United States or in those regarding scientific or technical developments made, conceived, or countries not selected by EPRI. The University shall have the sole first reduced to practice in the course of or under this Agreement. right to license such Foreground Inventions on a commercial basis. In order that premature public disclosure of such information will EPRI reserves for itself a revocable (but only for cause) non not adversely affect the patent interests of EPRI or the University, exclusive, paidup worldwide license to practice such invention(s) for, patent approvals for release and publication of such information its internal use for research purposes. The net royalty income earned shall be secured from the EPRI project manager prior to any such on the licensing of patents by University under its license shall be release or publication, which approval shall not be unreasonably equally apportioned between EPRI and the University. Net royalty withheld, and approval or reasons for denial shall be shall be the gross royalties received less the cost of patent communicated by EPRI to University within thirty days. applications and maintenance fees, inbound background license fees due, costs of additional research to reduce such patent to practice and 9.8 Subcontracts. Except as otherwise authorized in writing by produce additional intellectual property that is licensed with such EPRI, the University will insert in all subcontracts provisions patents, and administrative expenses directly related to the licensing making this Article 9 applicable to the subcontractor and its of said inventions. employees, for all subcontracts pertaining to the Work hereunder.

(E) The net royalty income earned on the licensing of patents 9.9 Background Rights. If the University has any dominant and by EPRI under its exclusive license shall be equally apportioned relevant background patent or data rights and EPRI determines between EPRI and the University. Net royalty shall be the gross such rights to be needed for full utilization of Foreground royalties received less the cost of patent applications and maintenance Inventions or discoveries developed under this Agreement, the fees, inbound background license fees due, costs of additional University agrees to make available upon EPRI's request, to the research to reduce such patent to practice and produce additional extent it has the right to do so at the time of EPRI's request, to intellectual property that is licensed with such patents, and whomever EPRI may designate, such background rights on a administrative expenses directly related to the licensing of inventions. nondiscriminatory, reasonable royalty basis.

(F) In the event EPRI's exclusive license is revoked in 8.10 Prior Consent and Assignment. If in accordance with any of accordance with Subarticle 9.1(c) above, then EPRI's exclusive the provisions of this Agreement the University is entitled to license shall automatically convert to an irrevocable, nonexclusive, receive a license with or without the right to sublicense, then it is paid-up license with the unlimited right to sublicense. EPRI shall understood and agreed that such right is nontransferable without determine the terms of any such sublicenses which terms may include EPRI's prior written consent. Additionally, if under any provision royalties. Royalties resulting from such licensing shall belong solely of this Agreement the University is obligated to grant background to EPRI. patent or data rights to EPRI or its designees, then it is understood and agreed that the University shall reserve such background rights 9.2 University License Rights. The University reserves for itself a for EPRI and its designees in any assignment or transfer of such revocable (but only for cause), nonexclusive, paid-up license, but background rights, and that any such assignment or transfer shall excluding the right to sublicense, to practice any Foreground be subject to EPRI's prior written approval. Invention in its internal use for research purposes. In the event, the University uses a Foreground Invention for the benefit of a third 9.11 Expenses. It is understood and agreed that any reasonable party, the University shall notify said party of EPRI's proprietary out-of-pocket expenses incurred by the University pursuant to this interest in the Foreground Invention. Article 9 shall be borne by EPRI; provided, however, that if the University undertakes to obtain patents under the provisions of 9.3 No Claim. No claim or compensation other than that provided in Subarticle 9.1(d) above, out-of-pocket expenses incurred by the Article 3 or Subarticles 9.1 and 9.2 above, shall be asserted by the University shall be borne by the University. University or its employees with respect to any invention or discovery made, conceived, or first reduced to practice in the course of or under this Agreement. ARTICLE 10 - Visits and Inspections

9.4 Agreements with Employees. Except as otherwise authorized in 10.1 Visits. EPRI and any of its authorized representatives shall writing by EPRI, the University will obtain patent agreements to have the right during ordinary business hours to visit the offices effectuate the purposes of Subarticles 9.1, 9.2, and 9.3 of this and research facilities of the University and its subcontractors, if Article 9 from all persons who perform any part of the Work under any, and visit and inspect the site or sites at which the Work is this Agreement, except such clerical and manual labor personnel as being performed, to the extent that such visits do not unreasonably will not have access to technical data. interfere with the Work and, when applicable, subject to compliance with applicable security regulations of the United 9.5 Term. The term of this Article 9 shall extend to the expiration States Government. date of the latest U.S. Letter Patent issued on any invention or improvement thereon, any reissues thereof and all continuations, 10.2 Facilities. The University shall provide, and shall require continuations-in-part, and divisional applications related thereto; those subcontractors hereunder, if any, to provide, all reasonable provided, however, that if no U.S. Letters Patents are issued thereon, facilities and assistance for the safety and convenience of such the term of this Article 9 shall extend for five years after the representatives during their visits, including making personnel conclusion of the Work or until the patentability of any invention or engaged in the performance of the Work available for consultation discovery hereunder is determined by a court or agency of competent at all reasonable times. jurisdiction, whichever is longer.

Final Rev 2 (04/04/08) 10.3 Utility Site Access. If all or any portion of the Work under this writing by EPRI. To the extent that the parties hereto have agreed Agreement is to be performed at any host utility or other site(s), the to the same, the Schedule contains an itemized listing of such University shall not commence such Work until it enters into a site authorized purchases and expenditures. Any purchases and access agreement which includes an indemnification of EPRI by the expenditures not authorized in the Schedule are not billable against host utility or other organization and provisions giving EPRI a waiver this Agreement without the prior written approval of the EPRI or release from direct, indirect, special and consequential damages. Contracts Division. Authorization for purchase shall not be granted, except in unusual circumstances, for test equipment and ARTICLE 11 - Key Personnel other apparatus which can have general application to other than the Work hereunder. The individuals set forth in the Schedule are considered essential to the Work being performed under this Agreement; substitutions for 14.2 Title. any such individuals or substantial reductions in any of their efforts will not be made without the prior written approval of the EPRI (A) Unless otherwise specified in the Schedule or Project Manager, which approval will not be unreasonably withheld. amendment to this Agreement, the title to all tangible property with a unit cost of $25,000 or more including without limitation ARTICLE 12 - Publicity Releases material, equipment, structures and test apparatus which is purchased, configured as a complete system, constructed, or 12.1 Prior Approval. Neither party may issue any publicity releases produced with EPRI funds during the performance of this (including news releases and advertising) relating to this Agreement Agreement, shall vest at the time of acquisition in EPRI. The and the Work performed hereunder (other than a brief announcement University acquires such property on behalf of EPRI. Within six upon execution of this Agreement) without the prior written approval months following completion of the Work or upon notification that of the other party. Such approval shall not be unreasonably withheld. the items are no longer in use, EPRI shall, at EPRI's expense, Any inquiry the University receives from news media concerning this arrange for sale or disposal, including, if mutually acceptable, (i) contract will be referred to the EPRI Public Information Department sale to the University, (ii) abandonment in place after which EPRI for coordination before response. This Article shall not govern the shall have no further responsibility for such property. The publication of the results of research, as provided in Subarticle 6.3. University shall exercise reasonable care in the custody and maintenance of such property while in its control, and should any 12.2 Credit to Approval. Any technical paper, article, publication, or loss occur, University shall notify EPRI within three working days announcement of advances generated in connection with Work of such loss or damage, and promptly replace such property with performed under this Agreement, during the period of performance of new property of like type or, at EPRI’s option, reimburse EPRI for the Agreement or in the future, shall give credit to EPRI as the the replacement cost of such property. sponsor of the Work. (B) The title to all other tangible property acquired pursuant 12.3 Subcontracts. Except as otherwise authorized in writing by the to Subarticle 14.1 shall vest at the time of acquisition in the parties, the University will insert in all subcontracts provisions University. making the above Subarticles 12.1 and 12.2 applicable to the subcontractor and its employees. 14.3 Indemnification; Taxes. The University shall identify each end item of property with a unit cost of $25,000 or more, which ARTICLE 13 - Indemnification falls under the provisions of the preceding Subarticle 14.2(a). University shall maintain a listing of said property acquired 13.1 Infringement Indemnity. The University will protect, defend, hereunder which is the property of EPRI; such list, as a minimum, indemnify and hold EPRI, and EPRI arranged co-funders, harmless shall refer to the item description, supplier name, acquisition cost, from and against any claim, lawsuit or other proceeding, loss, cost, general location and where appropriate, the manufacturer's model liability or expense (including court costs and reasonable fees of number and serial number. The University's property records will attorneys and other professionals) arising out of or resulting from any be maintained in such a manner as to facilitate compliance with breach and from any claim that EPRI's exercise of the rights granted it local property tax requirements. A copy of the property listing, herein infringes any proprietary right of any third party. then current shall be provided to EPRI’s Corporate Audit Manager upon request and at completion of the Work or termination of the 13.2 General Indemnity. The University will protect, defend, Agreement. In addition, the University will prepare on EPRI's indemnify and hold EPRI, and EPRI arranged co-funders harmless behalf any property tax documents as may be required by local from and against any claim, lawsuit or other proceeding, loss, cost, taxing authorities. liability or expense (including court costs and reasonable fees of attorneys and other professionals) arising out of any act or failure to 14.4 Improvements. No modification to or affixation of property, act of the University, its subcontractors, agents, or employees in which would result in a permanent improvement or change to the connection with or related to the Work or the performance thereof real or personal property of University or a third party, shall take under this Agreement, except for losses, costs, liabilities or expenses place without EPRI's written authorization. Such authorization due to EPRI’s or Co-Funder’s negligence. shall detail what portion of the overall cost to be charged to EPRI, and the disposition of the improvement or change shall be made at 13.3 Withholding and Offset. Without limiting EPRI's remedies, if the completion of the Work hereunder. If such improvement or EPRI incurs any expenses or is required to pay any amounts in change to said real or personal property is authorized, University connection with Subarticles 15.1 or 15.2 above, EPRI shall be entitled shall, upon the completion of the effort involved, provide EPRI to withhold further payments to the University under Article 3 above with a report detailing the costs incurred, and a description of the in an amount sufficient to cover its estimated potential damages, change or improvement, including the location where it may be liabilities, costs, and expenses until such matter is finally resolved and found. to offset such amounts against payments due to the University hereunder. If such matter is resolved, EPRI shall promptly pay the 14.5 Vehicles. Except as otherwise authorized by EPRI, the University such withheld amounts (less amounts properly offset). University shall obtain all licenses, registrations, permits and insurance as may be required for the operation of any vehicles ARTICLE 14 - Property acquired by the University or furnished to the University by EPRI for use during the performance of this Agreement. 14.1 Approval. No equipment, material, or test apparatus shall be purchased with EPRI funds, nor shall any improvement, modification ARTICLE 15 - Insurance or construction of real or personal property be made with EPRI funds, unless such purchase or expenditure has been specifically approved in

Final Rev 2 (04/04/08) 15.1 Requirements. The University shall not commence the Work EPRI Manager of Intellectual Property) of each party set forth in until it obtains, and shall maintain for the term of the Agreement, the signature block. insurance of the kinds and in the amounts required by this Article. 17.2 Changes. Either party may change its above address by 15.2 Minimum Coverage. Unless otherwise provided in the notice to the other, and any such change shall take effect Schedule, the following shall be considered adequate: immediately upon receipt of such notice.

(a) Commercial General Liability insurance, including ARTICLE 18 - Subcontracting Contractual Liability insurance, covering all of University’s operations under this Agreement, with minimum limits of $2,000,000 18.1 EPRI Approval. When any portion of the Work requires per occurrence, including without limitation, bodily injury, personal subcontracting, the University will select a subcontractor and injury and property damage. If the insurance contains a general notify the EPRI Project Manager in advance of the name of the aggregate limit, the policy shall be endorsed to state that the general subcontractor and the portion of the Work to be performed by such aggregate limit shall apply separately to this Agreement. subcontractor. In addition, the University will obtain the prior written consent of the EPRI Contracts Department if the (b) Automobile Liability insurance, covering the University’s subcontract: (i) is proposed to exceed $10,000; (ii) is one of a use of automobiles under this Agreement, with minimum limits of number of subcontracts under this Agreement with a single $1,000,000 per accident for bodily injury and property damage. subcontractor for the same or related supplies or services which, in the aggregate, are expected to exceed $10,000; or (iii) has (c) Workers’ Compensation and Employer’s Liability experimental, developmental, or research work as one of its insurance, and all other insurance required by law in the jurisdiction purposes. The requirement for EPRI’s prior written consent to a in which the Work will be performed. The minimum limit of subcontract will be considered satisfied to the extent that the Employer’s Liability insurance shall be $1,000,000 per accident for Budget in the Schedule contains an itemized listing of the bodily injury or disease. The Employer’s Liability policies shall subcontractor’s name and the estimated total cost of the contain a waiver of subrogation in favor for EPRI, its directors, subcontract. Notwithstanding any such consent, (i) EPRI shall officers, employees and agents. have no liability to the University or any subcontractor or to any third party by reason of or arising out of any act or omission of the (d) The University shall require that each of its subcontractors University or any subcontractor, and (ii) any subcontracting by the carry Commercial General Liability insurance, including Contractual University shall not relieve the University of any responsibility for Liability insurance, and in addition, carry Automobile Liability, the performance of this Agreement or the Work hereunder. Workers’ Compensation and Employers Liability insurance, with the same minimum limits as required herein for the University. 18.2 Termination of Subcontractors. In the event, a subcontract hereunder is cancelled or terminated, the University will so advise 15.3 Other. Each of the University’s and its subcontractors’ EPRI and obtain EPRI's prior written consent in any subcontractor insurance policies shall meet the following conditions (i) Be issued by termination cost settlement for such costs to be allowable under companies that are admitted insurers in the jurisdiction in which the this Agreement. EPRI's consent will not be unreasonably Work will be performed; (ii) Be primary and noncontributory with withheld. any of EPRI’s insurance or self-insurance; (iii) Name EPRI, its directors, officers and employees as additional insureds; and (iv) Not 18.3 Subcontract Flow-Down Requirements. Except as otherwise be cancelled, non-renewed or materially changed except after thirty authorized in writing by EPRI, the University will insert in all days written notice by the insurer to EPRI. subcontracts provisions making Subarticle 3.6(a) (Audit Rights), Article 6 (Data), Article 8 (Software), Article 9 (Inventions and 15.4 Evidence of Coverage. Upon request, the University, and each Patents), Article 10 (Visits and Inspections), Article 12 (Publicity of its subcontractors (if any) shall provide to EPRI in a form Releases), Article 14 (Property), and Subarticle 15.2(d) satisfactory to EPRI certified copies of certificates of insurance and (Insurance), applicable to the subcontractor and its employees. The copies of all endorsements required by this Article. University shall provide EPRI with copies of all subcontracts promptly upon final execution thereof. ARTICLE 16 - Termination 18.4 Subcontractor Diversification. It is the policy of EPRI 16.1 Termination. This Agreement may be terminated by EPRI at through its Contractor Diversification program to ensure that any time upon thirty days written notice to the University. In full technically and professionally qualified women, minorities and discharge of any obligations to the University in respect of this disabled veterans business enterprises are provided a fair Agreement and such termination, EPRI shall pay for costs and opportunity to do business with EPRI. EPRI’s objective is to noncancelable commitments incurred prior to the date of termination provide greater opportunities for such participation while and fair closeout costs in accordance with Article 3. The University maintaining our commitment to select the best-qualified, most shall take all reasonable steps to minimize termination costs. In no cost-effective organizations to accomplish the research. To assist event, however, shall EPRI be obligated to pay the University any EPRI in meeting this commitment under any Project Agreement, amount in excess of the total funds committed by EPRI up to the time University shall: (i) Inform EPRI of the University’s of termination to support the Work. diversification status (i.e., women, minority or disabled veterans owned and operated business enterprises); and (ii) Utilize its best 16.2 Survival. The provisions of Subarticle 3.6 (Audit Rights), Article efforts in its subcontracting and purchasing practices under EPRI 5 (UNIVERSITY License Grant, Restrictions, and Limitation of contracts to ensure that qualified women, minorities and disabled Warranties), Article 6 (Data), Article 8 (Software), Article 9 (Inventions veterans business enterprises have the maximum practicable and Patents), Article 13 (Indemnification), Subarticle 14.3 opportunities for any resulting subcontract or purchasing awards. (Identification; Taxes) and Article 19 (Dispute Resolution) shall survive completion or termination of this Agreement for any reason. ARTICLE 19 - Dispute Resolution ARTICLE 17 - Notices 19.1 Mediation. If a dispute arises out of or relating to this Agreement, or any breach thereof, and if such dispute cannot be 17.1 Notices to EPRI and University. Any notice, report or settled through direct negotiation between the parties, the parties statement required to be given or made hereunder shall be considered shall submit the dispute to nonbinding mediation with a mediator properly given if sent by registered or certified mail, return receipt to be mutually agreed upon by the parties. The mediation may be requested, postage paid to the respective addressee (with a copy to the initiated by the written request of either party or sent to the other

Final Rev 2 (04/04/08) party and shall be concluded within six (6) months of receipt of such EPRI. Nothing contained herein shall be construed to imply a joint notice, unless otherwise agreed by the parties. venture or principal and agent relationship between the parties, and neither party shall have any right, power or authority to create any 19.2 Arbitration. In the event of the failure of any such mediation as obligation, express or implied, on behalf of the other in connection provided for under Subarticle 19.1 above, the parties shall then settle with the performance hereunder. the dispute by arbitration conducted in San Francisco, California, USA, in accordance with the rules then in effect of the American 20.7 Additional Obligations. From time to time during the Period Arbitration Association by one arbitrator appointed in accordance of Performance of this Agreement, the University shall at the with such rules (or if the University is located or Incorporated in a request of EPRI deliver to EPRI such data or records, sign non-US territory, arbitration shall be conducted under the documents, and otherwise cooperate with EPRI as may be International Chamber of Commerce). The award rendered by the reasonably necessary to implement this Agreement. arbitrators shall be final and binding, and judgment may be entered upon it in any court having jurisdiction thereof. Notwithstanding the 20.8 Release. Upon completion or termination of the Agreement, foregoing, the parties may apply to any court of competent the University will provide a mutually acceptable release to EPRI jurisdiction for a temporary restraining order, preliminary injunction, of all contract claims and obligations. or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without any abridgment of the 20.9 Further Assurances. If, at any time, EPRI has reasonable powers of the arbitrators. Unless otherwise directed by EPRI in grounds to believe that the University may be unable to perform its writing, the University shall continue to perform the Work during any obligations hereunder, EPRI may, in writing, request adequate arbitration or litigation. This Agreement shall be construed in assurance of due performance, and until EPRI receives such accordance with the laws of the State of California without reference to assurance to its satisfaction, EPRI may suspend performance of conflict of law principles. Venue for any arbitration shall be in San EPRI's obligations hereunder. Francisco, CA, USA. The parties consent to the jurisdiction of the state and federal courts located in San Francisco and Santa Clara Counties, 20.10 Effective Date. This Agreement shall be effective as of the California, for matters related to the arbitration or any injunctive relief. date of commencement of the Period of Performance as set forth in Any arbitration award shall be payable in U. S. Dollars. The United the Schedule (“Effective Date”). Nations Convention on Contracts for the International Sale of Goods (1980) is excluded. If any provision of this Agreement is held to be 20.11 Export Laws. The parties shall comply with all laws, rules invalid or unenforceable, the remaining provisions of this Agreement and regulations including, without limitation, all U.S. and foreign will remain in force. Each party shall bear its own expenses, including export and anti-corruption laws and regulations. The parties agree attorney fees, of any arbitration (and including mediation under that access to Research Results and EPRI Materials licensed to Subarticle 8.04 above) proceedings unless otherwise agreed by the CONTRACTOR in Subarticle 4.01 (“Licensed products”) is parties. EPRI reserves all rights not expressly granted to University granted with the specific understanding and requirement that herein and all legal and equitable remedies. responsibility for ensuring compliance with all applicable U.S. and foreign export laws and regulations are being undertaken by the 19.3 Expenses. Each party shall bear its own expense (including parties. This responsibility includes an obligation to ensure that attorneys’ fees) of such mediation or arbitration proceeding, unless any individual receiving access hereunder who is not a U.S. citizen otherwise agreed by the parties. or permanent U.S resident is permitted access under applicable U.S. and foreign export laws and regulations. Both parties further ARTICLE 20 - Miscellaneous understand and acknowledge their obligations to make a prompt report to each other and appropriate authorities regarding any 20.1 Governing Law. This Agreement shall be governed by and access to or use of Research Results and Licensed construed in accordance with the laws of the State of California, products hereunder that maybe in violation of applicable U.S. and without reference to conflict of law principles. foreign export laws and regulations. In addition, CONTRACTOR hereby warrants and agrees that no Licensed products, technical 20.2 Assignment. Either party without the prior written consent of data, or other information or assistance furnished by EPRI the other party may not assign this Agreement, in whole or in part. pursuant to this Agreement, or any product or revision thereof, shall be re-exported or otherwise used by CONTRACTOR or its 20.3 Benefit. Subject to Subarticle 19.2 above, this Agreement is authorized transferees outside of CONTRACTOR’s principal binding upon and shall inure to the benefit of the parties hereto, their domiciliary country. These obligations shall survive any representatives, successors and permitted assigns. satisfaction, expiration, termination, or discharge of this Agreement or any other obligations. 20.4 Waiver. No failure or successive failures on the part of either party, its successors or assigns, to enforce any covenant or agreement, 20.12 Endorsements. CONTRACTOR acknowledges that and no waiver or successive waivers on its or their part of any EPRI neither endorses products or services, nor allows the data or condition of this Agreement shall operate as a discharge of such other results of EPRI work to be used as an endorsement. covenant, agreement, or condition, or render the same invalid, or Therefore, CONTRACTOR agrees that it will not, whether impair the right of either party, its successors and assigns, to enforce explicitly or through implication, use EPRI’s name, logo, the same in the event of any subsequent breach or breaches by the trademarks, the name, title, or statements of EPRI employees, this other party hereto, its successors or assigns. Agreement, or the results of work from this Agreement for advertising or other promotional purposes, raising of capital, 20.5 Entire Agreement. This Agreement, including the Schedule and recommending investments, or in any way that states or implies all other exhibits, attachments or schedules attached hereto, endorsement by EPRI. Any exceptions to this Clause will require constitutes the entire Agreement between the parties and supersedes the advanced written approval of EPRI, which may be withheld at all previous agreements and understandings relating to the Work, EPRI’s sole discretion including any letter agreement between the parties. This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both 20.13 Additional Provisions. The following Federal Government parties. provisions apply and by reference are incorporated in their full text to this Agreement: (i) E.O. 11246 - Equal Employment 20.6 Independent Contractor. The University shall perform its Opportunity; as amended by E.O. 11375 – Amending Executive obligations hereunder as an independent contractor and shall be solely Order 11246 Relating to Equal Employment Opportunity, and as responsible for its own financial obligations. This Agreement is not supplemented by regulations 41 CFR, part 60, “Office of Federal intended to and shall not make the University an agent or employee of Contract Compliance Programs, Equal Employment Opportunity,

Final Rev 2 (04/04/08) Dept of Labor; (ii) Copeland “Anti-Kickback” Act (18 U.S.C. 874 Small Business Firms Under Government Grants, Contracts, and and 40 U.S.C.276c) as supplemented by Dept of Labor regulations Cooperative Agreements” and any implementing regulations (29 CFR part 3) (applicable to construction and repair contracts in issued by the awarding agency; (vi) Clean Air Act (42 U.S.C. 7401 excess of $2500); (iii) Davis-Bacon Act, as amended (40 U.S.C. 176a et seq.) and the Federal Water Pollution Control Act as amended to a-7) as supplemented by Dept of Labor regulations (29 CFR part 5) (33 U.S.C. 1251 et seq.) (applicable to contracts $100,000 or (applicable to construction contracts in excess of $2000); (iv) more); (vii) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) Contract Work Hours and Safety Standards Act (40) U.S.C. 327-333 (applicable to contracts $100,000 or more; and (viii) Debarment as supplemented by Dept of Labor regulations (29 CFR part 5) and Suspension E.O.s 12549 and 12689. (applicable to construction contracts in excess of $2000 and in excess of $2500 for other contracts involving mechanics or laborers; (v) Rights to Inventions Made under a Contract or Agreement (37 CFR Intending to be legally bound, the parties’ duly authorized part 401 “Rights to Inventions Made by Nonprofit Organizations and representatives have executed this Agreement below

EPRI (“EPRI”) Printed Business Name of Licensee Electric Power Research Institute A Non-Profit Corporation Post Office Box 10412 Business Address City, State, Zip 3420 Hillview Ave. Palo Alto, CA 94304-1338 Telephone Number Tel) 650-855-2000 Fax) 650-855-8931 Fax Number

______/______Authorized Signature for EPRI /Effective Date ______/______Authorized Signature for Licensee /Date ______/______Printed Name of EPRI’s Authorized Signatory /Title ______/______Printed Name of Licensee’s Authorized Signatory /Title

Final Rev 2 (04/04/08) SCHEDULE TO AGREEMENT Agreement No. “______”

1. STATEMENT OF WORK. The Statement of Work is included in this Agreement as Attachment “B” incorporated into and made an integral part of this Agreement.

2. PROJECT DELIVERABLES AND SCHEDULE. All Deliverables shall conform to EPRI Procedures and shall be delivered to the EPRI PM at the indicated dates (“Schedule”) except as otherwise set forth in the Agreement:

Milestone/Deliverable Schedule Comments

Period of Performance The Project Schedule shall commence on the Effective Date of this PA and shall end on April 30, 2011 (“End Date”).

Invoicing Monthly Invoices Except as otherwise agreed in FP basis Agreement must be received by EPRI Accounts Payable by the 15th of each month during the Project term. A single copy of each invoice may be submitted to either [email protected] or to EPRI’s then current street address. Submit to only one location to facilitate processing. Final Invoice Due within one year of completion or termination of the Work

Technical Reports Contractor shall ensure at its expense that all Technical Reports conform to EPRI Procedures and describe all Work and Research Results produced during reporting period. Progress Reports Due monthly. Progress Report is due 15 days after month, quarter or EPRI PM request therefore. Interim Reports Due ______Report detailing Research Results due on each 6-month anniversary of the Effective Date of this Addendum. Draft Final Report Due 60 days prior to End Date The Draft Final Report shall recommend for or against publication of an article related to the Work. Final Report Due upon completion or termination of Work. Shall completely disclose all Work performed and all inventions and discoveries made, conceived or first reduced to practice so as to enable a person skilled in the art to make, use and apply the Research Results including all specifications, operating and maintenance documentation and any recommendations for further improvements.

Financial Reports Expenditure Forecast Deliver to EPRI Finance within 15 days of the Report to detail monthly costs forecast for Effective Date hereof. first year of Project. Contractor Cost Deliver to EPRI Finance by the 15th of each Report details costs and other financial Performance Reports month. aspects of Project during preceding month and revises forecasts as appropriate. Indirect Rate Report Due no later than 120 days following Contractor’s Deliver to EPRI Audit Manager. fiscal year in which indirect rates are claimed.

Final Rev 2 (04/04/08) 3. EPRI PROJECT MANAGER. The EPRI Project Manager is ______.

4. CONTRACT COST LIMITATION (“CCL”) AND BUDGET.

(i) The Contract Cost Limitation is $______with a Budget as follows:

Budget Estimated Total Cost Direct Material Travel Direct Labor Est. Hrs. Rate/Hr. Labor $ a. Engineering b. Other Total Direct Labor Total Direct Costs Overhead O.H.Rate X Base $ O.H. $ a. Fringe Benefits b. Other Total Overhead Contract Cost Limitation

(ii) EPRI has committed $______for the Work in calendar year 2010. This is the total amount CONTRACTOR is authorized to expend annually until notified of additional commitments. Unless otherwise notified by EPRI, the CONTRACTOR may carry forward any unexpended Committed Funds into succeeding years. Additionally, unless otherwise notified by EPRI, effective January 1 of each succeeding calendar year during the Period of Performance, EPRI hereby commits the following amounts:

Year Committed Funds $

EPRI anticipates that it will commit funds for succeeding calendar years during the Period of Performance in the following amounts and shall notify the CONTRACTOR of such commitments.

Year Anticipated Funds

5. CONTRACTOR COST PERFORMANCE REPORT (CCPR) (Not applicable at this time) (i) The CONTRACTOR Cost Performance Report (CCPR) will be used by EPRI to measure CONTRACTOR’s financial performance under this Agreement. The CCPR is to be completed in accordance with the requirements set forth in the enclosed CCPR form.

(ii) The CCPR shall be submitted within fifteen days from receipt of the “Executed Agreement” or Letter Agreement. The “Initial Forecast” will cover the period of performance of the Agreement.

(iii) A CCPR is required when the CONTRACTOR Cost Limitation equals or exceeds $75,000 and a period of performance that continues for six months or longer. Thereafter it will be required for the duration of the Agreement. Additionally, a CCPR is required if specified as a deliverable in the “Delivery Schedule” section of the Agreement.

(iv) FAILURE TO COMPLY with the reporting requirements within 60 days will result in the delayed processing of CONTRACTOR invoices.

Final Rev 2 (04/04/08) (v) CONTRACTOR SHALL EMAIL OR FAX the CCPR to EPRI at [email protected] AND to the EPRI Project Manager. If submitting by fax, the fax number is (650) 855-2139. Questions regarding the CCPR requirements should be directed to the CCPR desk, (650) 855-2016.

6. KEY PERSONNEL The following individual is the key person for performance of the Work under this Agreement; ort the following individuals are the personnel for performance of the Work under this Agreement: ______.

7. INSURANCE There may be more than $100,000 of property purchased with EPRI funds pursuant to this Agreement.

There may be motor vehicle(s) purchased or leased with EPRI funds pursuant to this Agreement.

Additional insurance is required as set forth in Attachment .

8. PROPRIETARY INFORMATION It is anticipated that the UNIVERSITY will provide EPRI with proprietary information during the course of this Agreement and a Disclosure Agreement should be prepared in parallel with this Agreement. The proprietary information to be disclosed to EPRI as described in Attachment __.

9. FINAL RELEASE Upon completion of the Work and EPRI’s acceptance of the final deliverables or termination of this Agreement, the UNIVERSITY will provide a mutually acceptable release to EPRI of all contract claims and obligations.

10. SUBCONTRACTOR DIVERSIFICATION [FOR USE WITH FIRST TIME UNIVERSITY’S] It is the policy of EPRI through its Contractor Diversification program to ensure that technically and professionally qualified women, minorities and disabled veterans business enterprises are provided a fair opportunity to do business with EPRI. EPRI’s objective is to provide greater opportunities for such participation while maintaining our commitment to select the best- qualified, most cost-effective organizations to accomplish the research. To assist EPRI in meeting this commitment, UNIVERSITY shall: (i) Inform EPRI of the UNIVERSITY’s diversification status (i.e., women, minority or disabled veterans owned and operated business enterprises) using the EPRI Contractor Diversification Program Status form; and (ii) Utilize its best efforts in its subcontracting and purchasing practices under EPRI contracts to ensure that qualified women, minorities and disabled veterans business enterprises have the maximum practicable opportunities for any resulting subcontract or purchasing awards.

11. EPRI MATERIALS TO BE PROVIDED (if any)

Final Rev 2 (04/04/08)