10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A
(Amendment No. 1)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2015

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-35828

Silver Spring Networks, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	43-1966972
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
230 W. Tasman Drive San Jose, California	95134
(Address of Principal Executive Offices)	(Zip Code)

(669) 770-4000

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.001 par value per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:    Yes  o    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:    Yes  o    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter time period that the registrant was required to submit and post such files).    Yes  x    No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No   x

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price of $12.41 per share of the registrant’s common stock as reported by the New York Stock Exchange, was approximately $454.6 million.

The number of shares outstanding of the registrant’s Common Stock as of March 3, 2016 was 50,887,105 shares.

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K of Silver Spring Networks, Inc. (the “Company”) for the fiscal year ended December 31, 2015 (the “Form 10-K”), originally filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2016 (the “Original Report”), is being filed in response to comments from the SEC regarding a request for confidential treatment of certain portions of Exhibits 10.5 and 10.6 originally filed with the Original Report and solely for the purpose of re-filing the agreements filed as Exhibits 10.5 and 10.6 to the Original Report in order to restore certain redacted information that was subject to a confidential treatment request by the Company and to amend and restate the Item 15 (Exhibits and Financial Statement Schedules) and the Exhibit Index included in the Original Report.

In connection with the filing of this Amendment No.1, the Company is also including certain currently dated certifications of our Chief Executive Officer and Chief Financial Officer as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended. This Amendment No. 1 makes reference to the date of the Original Report, and the Company has not updated or amended the disclosures contained herein to reflect events that have occurred since the filing of the Original Report, or modified or updated the disclosures contained in the Original Report in any way other than as specifically set forth in this Amendment No. 1. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Report and other filings made by the Company with the SEC subsequent to our filing of the Original Report.

PART IV.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(b) Exhibits

See the Exhibit Index immediately following the signature page of this Amendment No. 1 on Form 10-K/A.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this July 22, 2016.

SILVER SPRING NETWORKS, INC.
By:	/s/ Michael A. Bell
	Michael A. Bell
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael A. Bell	President and Chief Executive Officer, and member of the Board of Directors (Principal Executive Officer)	July 22, 2016
Michael A. Bell
/s/ Kenneth P. Gianella	Chief Financial Officer (Principal Financial and Accounting Officer)	July 22, 2016
Kenneth P. Gianella
*	Executive Chairman and Chairman of the Board of Directors	July 22, 2016
Scott A. Lang
*	Director	July 22, 2016
Thomas R. Kuhn
*	Director	July 22, 2016
Jonathan Schwartz
*	Director	July 22, 2016
Richard A. Simonson
*	Director	July 22, 2016
Laura D. Tyson
*	Director	July 22, 2016
Peter Van Camp
*	Director	July 22, 2016
Warren M. Weiss
*	Director	July 22, 2016
Thomas H. Werner

*By:	/s/ Michael A. Bell	July 22, 2016
	Attorney-in-Fact

EXHIBIT INDEX

The following exhibits are included herein or incorporated herein by reference:

Exhibit				Incorporated by Reference		Filed
Number	Description of Exhibit	Form	File No.	Exhibit	Filing Date	Herewith
3.1	Restated Certificate of Incorporation of the Registrant.	10-Q	001-35828	3.1	5/9/2013
3.2	Restated Bylaws of the Registrant.	10-Q	001-35828	3.2	5/9/2013
4.1	Form of Registrant’s common stock certificate.	S-1	333-175393	4.1	11/30/2012
4.2	Fourth Amended and Restated Investors’ Rights Agreement, dated December 11, 2009, by and among Registrant and certain security holders of the Registrant.	S-1	333-175393	4.2	7/7/2011
10.1‡	Form of Indemnification Agreement.	S-1	333-175393	10.1	7/7/2011
10.2‡	2003 Stock Option Plan, as amended to date.	10-Q	001-35828	10.2	11/7/2013
10.3‡	2012 Equity Incentive Plan, as amended to date.	10-Q	001-35828	10.1	8/7/2015
10.4‡	2012 Employee Stock Purchase Plan.	S-1	333-175393	10.4	6/14/2012
10.5†	Terms and Conditions for Supply and Installation of Smart Grid System, dated January 30, 2009, by and between the Registrant and PHI Service Company.					X
10.6†	Amended and Restated Services and Materials Agreement, dated January 25, 2012, by and between the Registrant and Commonwealth Edison Company.					X
10.7	Lease Agreement, dated July 5, 2007, as amended, between the Registrant and the Board of Trustees of The Leland Stanford Junior University.	S-1	333-175393	10.14	6/14/2012
10.8†	Lease Agreement, dated October 27, 2015, between the Registrant and CF Tasman SV LLC.	10-K	001-35828	10.8	3/9/2016
10.9†	Lease Agreement, dated October 27, 2015, between the Registrant and CF Tasman SV LLC.	10-K	001-35828	10.9	3/9/2016
10.10	Credit Agreement, dated December 18, 2015, by and between the Registrant, lenders parties thereto and Silicon Valley Bank.	10-K	001-35828	10.10	3/9/2016
10.11‡	Offer Letter Employment Agreement, dated July 28, 2015, between the Registrant and Michael Bell, as amended.	10-K	001-35828	10.11	3/9/2016
10.12‡	Notice of Inducement Stock Option Grant and Inducement Stock Option Agreement, dated October 12, 2015, between the Registrant and Michael Bell.	S-8	333-207906	99.1	11/9/2015
10.13‡	Notice of Inducement Performance Stock Unit Award and Inducement Performance Stock Unit Award Agreement, dated November 10, 2015, between the Registrant and Michael Bell.	S-8	333-207906	99.2	11/9/2015
10.14‡	Notice of Inducement Restricted Stock Award and Inducement Restricted Stock Unit Award Agreement, dated November 10, 2015, between the Registrant and Michael Bell.	S-8	333-207906	99.3	11/9/2015
10.15‡	Offer Letter Employment Agreement, dated June 24, 2004, between the Registrant and Scott A. Lang.	S-1	333-175393	10.5	7/7/2011
10.16‡	Letter Agreement, dated September 11, 2008, between the Registrant and Scott A. Lang.	S-1	333-175393	10.6	7/7/2011
10.17‡	Letter Agreement, dated November 3, 2014, between the Registrant and Scott A. Lang.	10-K	001-35828	10.7	3/2/2015
10.18‡	Promotion Letter Employment Agreement, dated October 13, 2011, between the Registrant and Donald L. Reeves, as amended.	10-K	001-35828	10.19	3/9/2016
10.19‡	Offer Letter Employment Agreement, dated September 4, 2013, between the Registrant and James P. Burns, as amended.	10-Q	001-35828	10.16	11/7/2013
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.	10-K	001-35828	23.1	3/9/2016
24.1	Power of Attorney (see signature page to Form 10-K filed on March 9, 2016).	10-K	001-35828	24.1	3/9/2016
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to under Section 302 of the Sarbanes-Oxley Act of 2002.	10-K	001-35828	31.1	3/9/2016
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to under Section 302 of the Sarbanes-Oxley Act of 2002.	10-K	001-35828	31.2	3/9/2016

31.3	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to under Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.4	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to under Section 302 of the Sarbanes-Oxley Act of 2002.					X
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	10-K	001-35828	32.1	3/9/2016
32.2*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	10-K	001-35828	32.2	3/9/2016
101.INS	XBRL Instance Document.	10-K	001-35828	101.INS	3/9/2016
101.SCH	XBRL Taxonomy Extension Schema Document.	10-K	001-35828	101.SCH	3/9/2016
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	10-K	001-35828	101.CAL	3/9/2016
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	10-K	001-35828	101.DEF	3/9/2016
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	10-K	001-35828	101.LAB	3/9/2016
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	10-K	001-35828	101.PRE	3/9/2016

_____________________

† Registrant has omitted portions of the referenced exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Exchange Act.

* As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Silver Spring Networks, Inc. under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

‡ Management contract or compensatory plan or arrangement.  

EX-10.5

Exhibit 10.5

*** Confidential Treatment Requested

PHI SERVICE COMPANY – SILVER SPRING NETWORKS

TERMS AND CONDITIONS FOR SUPPLY AND

INSTALLATION OF SMART GRID SYSTEM

*** Certain omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934.

PHI SERVICE COMPANY- SILVER SPRING NETWORKS

TERMS AND CONDITIONS FOR

SUPPLY AND INSTALLATION OF SMART GRID SYSTEM

TABLE OF CONTENTS

SECTIONS		PAGE
1.	DEFINITIONS.	1
2.	AGREEMENT, EXHIBITS, CONFLICTS	6
3.	RESPONSIBILITIES OF OWNER.	6
4.	RESPONSIBILITIES OF SUPPLIER.	6
5.	COVENANTS, REPRESENTATIONS AND WARRANTIES	7
6.	PRICES AND PAYMENT	8
7.	COMMENCEMENT AND SCHEDULING OF THE WORK	9
8.	EXCUSABLE DELAY.	10
9.	SUBCONTRACTORS AND VENDORS	10
10.	LABOR RELATIONS	11
11.	INSPECTION; EFFECT OF REVIEW AND COMMENT	12
12.	RESERVED	12
13.	COMPLETION	12
14.	LIQUIDATED DAMAGES AND RETENTION.	13
15.	CHANGES IN THE WORK.	13
16.	WARRANTIES	14
17.	EQUIPMENT IMPORTATION; ORDERING; TITLE.	15
18.	INTELLECTUAL PROPERTY RIGHTS.	16
19.	DEFAULT.	16
20.	EARLY TERMINATION	17
21.	SUSPENSION.	17
22.	INSURANCE.	18
23.	COMPLIANCE WITH LAWS AND PHI REQUIREMENTS.	18
24.	INDEMNIFICATION	19
25.	PATENT INFRINGEMENT AND OTHER INDEMNIFICATION RIGHTS.	19
26.	PROCEDURE FOR INDEMNIFCATION UNDER SECTIONS 24 or 25	20
27.	TREATMENT OF CONFIDENTIAL INFORMATION.	21
28.	LICENSE TO USE PROPRIETARY INFORMATION.	21
29.	ACCEPTANCE.	24
30.	UPGRADES AND FUTURE PACKAGE OPTIONS.	24
31.	OWNER’S RIGHT TO COPY AND TO FORM UPDATED WORKS	24
32.	DOCUMENTATION.	25
33.	CLAIMS.	25
34.	RELEASE OF LIENS.	25
35.	NOTICES AND COMMUNICATIONS	26
36.	LIMITATIONS OF LIABILITY AND REMEDIES.	26
37.	AUDIT	27
38.	DISPUTES.	27
39.	MISCELLANEOUS	28

ii

TABLE OF EXHIBITS

EXHIBIT A – Safety

EXHIBIT B – Statement of Work (SOW)

EXHIBIT C – Software License Agreement

EXHIBIT D – Third-Party Software Deliverables and Terms

EXHIBIT E – Maintenance Agreement

EXHIBIT F – Supplier’s Final Release of Liens Certificate

EXHIBIT G – Subcontractor’s Release of Liens Certificate

EXHIBIT H – Contract Change Authorization Form

EXHIBIT I – NOT USED

EXHIBIT J – Description of SSN Equipment, Software, and System

EXHIBIT K – Pricing and Payment Schedule

EXHIBIT L – Hosting Agreement

EXHIBIT M – Source Code and Manufacturing Know-How Escrow Agreement

iii

PHI SERVICE COMPANY – SILVER SPRING NETWORKS

STANDARD TERMS AND CONDITIONS

FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM

THIS PHI SERVICE COMPANY STANDARD TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM (this “Contract”) is made and entered into as of this [__] day of [______________], 2009 (the “Effective Date”),  by and between PHI Service Company, for itself, and/or as agent for any of its affiliate(s) either identified on the front of the Purchase Order, owned by or under common control with PHI Service Company, or receiving possession of the Work done (as defined below) (hereinafter, “Owner”), and Silver Spring Networks, Inc., a Delaware corporation,  (hereinafter, “Supplier”). Each entity is sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties”.

RECITALS

WHEREAS, Owner desires to engage Supplier to supply and install the Smart Grid System, as more particularly defined below and in the Statement of Work attached  hereto and incorporated herein as Exhibit B; and

WHEREAS, Supplier desires to provide such services, all in accordance  with the terms and conditions set forth in this Contract; and

WHEREAS, Supplier has participated in the preparation of the Statement of Work and has reviewed all other documents relating to the System which Supplier has deemed necessary in connection with this Contract; and

WHEREAS, Supplier is willing to guarantee the timely completion and operating performance of the System.

NOW, THEREFORE, in consideration of the sums to be paid to Supplier by Owner and of the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS

1.1 For the purposes of this Contract, except as otherwise expressly provided, the following terms shall have the following meanings. The meanings specified are applicable to both singular and plural.

“Acceptance” means Owner’s determination  that the Work has been completed in accordance with the terms and conditions of this Contract, as per the requirements of the SOW. It is expressly understood and agreed, however, that Owner’s acceptance of all or part of the Work, shall not relieve Supplier from liability of its guarantee and warranty obligations, and shall in no event be deemed a waiver by Owner in any respect or degree whatsoever of any of the terms and conditions of this Contract or any rights of Owner should Supplier fail to comply strictly with the terms and conditions of this Contract.

“Acceptance Tests” means the tests to be conducted prior to final acceptance by owner.

“Acceptance Tests Procedures” means the written test procedures, standards, protective settings, and the testing program produced by Supplier and agreed to by Owner for the Acceptance Tests in accordance with Exhibit B.

“Affiliate” means, with respect to any Person, another Person that is controlled by, that controls or is under common control with, such Person; and, for this purpose, “control” with respect to any Person shall mean the ability to effectively control, directly or indirectly, the operations and business decisions of such Person whether by voting of securities or partnership interests or any other method.

1

“Applicable Law” includes any applicable statute, law, rule, regulation, code, ordinance, judgment, decree, writ, order or the like, of any national, federal, provincial, state or local court or other Governmental Authority, and the interpretations thereof, including, without limitation, any statute, law, rule, regulation, code, ordinance, judgment, decree, writ, order or the like, regulating, relating to or imposing liability or standards of conduct concerning:

(a) Owner, Supplier, the Site or the performance of any portion of the Work or the Work taken as a whole, and the operation of the System; or

(b) safety and the prevention of injury to persons and the damage to property on, about or adjacent to the Site or any other location where any other portion of the Work shall be performed.

“Business Day” means a Day, other than a Saturday or Sunday or holiday, on which Federal banks are generally open for business, in the District of Columbia.

“Certificate of Final Completion” means a certificate executed by Owner certifying that Final Completion of the System has occurred.

“Confidential Information” means information, ideas or materials now or hereafter owned by or otherwise in the possession or control of, or otherwise relating to, one Party or any of its Affiliates, including, without limitation, inventions, business or trade secrets, know-how, techniques, data, reports, drawings, specifications, blueprints, f1ow sheets, designs, or engineering, construction, environmental, operations, marketing or other information, together with all copies, summaries, analyses, or extracts thereof, based thereon or derived therefrom, disclosed by one Party (the “Disclosing Party”) to any other Party or any of its Affiliates or any of their respective directors, employees or agents (the “Receiving  Party”); provided,  that Confidential Information of Owner shall also mean information, ideas or materials disclosed by Owner or deduced  by Supplier from information supplied by Owner or as a result of visits by Supplier to the premises of Owner; provided, further, that Confidential Information shall not include any information that: (i) the receiving Party can reasonably demonstrate was in its possession, care, custody or control, on a non-confidential basis, prior to disclosure hereunder by the disclosing Party; (ii) is or becomes publicly known through no wrongful act of the receiving Party; (iii) is lawfully received by the receiving Party from a third party not bound by a confidentiality  obligation to the disclosing Party; or (iv) has been independently developed without reference to or use of any Confidential Information of the other Party.

“Contract” has the meaning set forth in the Preamble.

“Contract Change Authorization Form” shall mean written authorization from the Owner modifying any or all of the Scope of Work, Contract Price or Critical Path Schedule, a form of which is attached as Exhibit H.

“Contract Milestone Event” shall mean an event that triggers a payment from Owner to Supplier under the Payment Schedule.

“Critical Path Item(s)” means the items identified as critical path items on the Critical Path Schedule.

“Critical Path Schedule” means a critical path schedule prepared by Supplier and approved by Owner describing the estimated time of completion of the Critical Path Items for completion of the System by Supplier, as such schedule may be modified in accordance with Section 7.4.

“Day” or “day” mean a calendar day, unless otherwise specified.

“Defect” means, unless otherwise specifically defined elsewhere herein, any designs, engineering, materials, Equipment, tools, supplies, or installation or other Work which:

(a) do not conform to the Statement of Work and Specifications either as contained in this Contract or issued by Supplier for the System; or

(b) adversely affects the safe operation of the System during the System’s design life ***,assuming such Operation in accordance with appropriate operating procedures; or

(c) demonstrably affects the *** of the System.

‘‘Delay Notice” has the meaning set forth in Section 8.1.

2

“Deliverables Schedule” means the schedule identifying the documents to be delivered by Supplier for Owner’s review in accordance with Exhibit B.

“Design Documents” shall have the meaning set forth for such term in Section 3.2.

“Dispute” shall have the meaning set forth for such term in Section 38.1.

“Dispute Notice” shall have the meaning set forth for such term in Section 38.1(b).

“Dollars” or “$” means the currency in which all amounts in this Contract are expressed and all payments required hereunder shall be paid in - i.e., the lawful currency of the United States of America.

“Drawings and Specifications” means drawings, specifications, plans and designs that are prepared by or for Supplier and are required to be furnished to Owner under Exhibit B.

“Effective Date” shall have the meaning set forth for such term in the Preamble.

“Equipment” means all Supplier hardware and Firmware provided by Supplier to Owner under this Contract pursuant to a Purchase Order. (*** to the extent *** with Section ***).

“Excusable Delay” means any of the following:

(a) Owner Caused Delay which has adversely affected the schedule; or

(b) Force Majeure event.

“Executive Settlement” shall have the meaning set forth for such term in Section 38.1 (c).

“Exhibits” means the exhibits listed in the Table of Contents and attached hereto as incorporated herein in their entirety by this reference.

“Extra Work” shall have the meaning set forth for such term in Section 15.1.

“Final Completion” means satisfaction by Supplier or waiver by Owner of all of the conditions for final completion of the System set forth in Section 13.3.

“Final Completion Date” means the date on which Final Completion occurs.

“Final Completion Guarantee Date” means such date as agreed to by the Parties as provided for in the SOW.

“Final Supplier’s Invoice” means the final Supplier’s Invoice submitted in accordance with Section 6.5.

“Final Payment” means the final payment made by Owner to Supplier in accordance with Section 6.5.

“Firmware” means the object code version of Supplier proprietary software that is embedded in the Equipment, as updated from time to time.

“Force Majeure” means any event beyond the reasonable control of the affected Party (and the results of such events) including, but not limited to, any war, declared or not, hostilities, belligerence, blockade, revolution, insurrection, terrorism, riot, or public disorder; expropriation, requisition, confiscation, or nationalization; export or import restrictions by any Governmental Authorities; closing of harbors, docks, canals, or other assistances to or adjuncts of the shipping or navigation of or within any place; rationing or allocation, whether imposed by law, decree, or regulation, or by compliance of industry at the insistence of any Governmental Authorities; fire, flood, earthquake, volcano, tide, tidal wave, or perils of the sea; or unusually severe storms and other weather conditions including typhoons, hurricanes, tornadoes, lightning, and drought; provided, however, that the following events, matters or things shall not constitute Force Majeure: (a) any labor disturbance or dispute of Supplier’s personnel or any Subsupplier’s personnel at the Site; and (b) mechanical failures unless caused by Force Majeure.

3

“Key Personnel” shall have the meaning set forth for such term in Section 10.3.

“Liquidated Damages” are defined in Exhibits B and K.

“Loss(es)” means any and all liabilities (including, but not limited to, liabilities arising out of the application of the doctrine of strict liability), obligations, losses, damages, penalties, claims, actions, suits, judgments, costs, expenses and disbursements, (including legal fees and expenses and costs of investigation), of whatsoever kind and nature, but subject to the exclusions of certain types of damages and limitations of liability set forth in Section 36.

“Manufacturing Know-How” shall include all of the specifications and information necessary to manufacture all of the System components, including but not limited to the names and contact information for all current suppliers and manufacturers, engineering designs, reference designs, drawings, interfaces, testing protocols, quality control protocols, communication protocols, maintenance guides, and the like.

“Material” shall mean any Equipment, ***, Software, ***, manuals, and/or documentation to be provided by or on behalf of Supplier whether or not incorporated by Owner or Supplier into the System “Material” does not include items that are sold by Supplier to ***.

“Monthly Progress Report” means a written monthly progress report prepared by Supplier in form and content approved by Owner.

“Negotiation Period” shall the meaning set forth for such term in Section 38.1.

“Non-Supplier Work” shall have the meaning set forth for such term in Section 4.2.

“Non-Critical Deficiencies” means a Defect identified by Owner or Supplier as being required for Final Completion but which does not affect the operability, safety or mechanical integrity of the System.

“Notice” or “notice” means, for the purpose of health and safety related concerns, a verbal or written communication; however, for all other purposes, “Notice” or “notice” means a written communication between the Parties required  or permitted by this Contract and conforming to the requirements of Section 35.

“Notice of Final Completion” means a Notice from Supplier to Owner in accordance with Section 13.3 that the System has satisfied the requirements for Final Completion.

“Owner” has the meaning set forth in the Preamble.

“Owner  Caused  Delay”  means a delay in Supplier’s performance of the Work that is caused  by Owner’s  acts or omissions (other than by exercise  of rights under this Contract,  including the exercise  by Owner of the right to have defective or nonconforming Work corrected or re­executed).

“Owner Event of Default” has the meaning set forth in Section 19.3.

“Owner’s Executive” shall have the meaning set forth for such term in Section 38.1.

“Payment Schedule” shall mean a schedule of payments that provides for portions of the Contract Price to be paid upon the attainment of specific Contract Milestone Events and/or Payment Schedule Milestone Dates.

“Payment Schedule Milestone Date” shall mean the date set forth on the Payment Schedule for payment of a specific Contract Milestone Event.

“Partial Payment Invoice” shall have the meaning set forth for such term in Section 6.4.

“Partial Payment” shall mean Owner payment of a Partial Payment Invoice.

“Performance Guarantees” means those guarantees incorporated into Exhibit B.

4

“Person” means any individual, corporation, company, voluntary association, partnership, incorporated organization, trust, limited liability company, or any other entity or organization including any Governmental Authority.

“Plan” has the meaning set forth in Section 7.5.

“Project Manager” has the meaning set forth in Section 10.5.

“Punchlist” means a schedule of ***.

“Required  Manuals” means those  operation and maintenance manuals and instructions, component and equipment manuals and training  aids reasonably necessary to efficiently start up, operate,  maintain and shut down the System.

“Site” means those areas designated by Owner in Exhibit B for the performance of the Work.

“Software” means all utility network management software (e.g., *** and associated modules, including but not limited to ***) and software tools licensed by Supplier to Owner hereunder, as identified in Exhibit J, and includes all corrections, updates and modifications to, and new versions of, such software, delivered to Owner under the software maintenance provisions of this Contract.

“Statement of Work” or “SOW” means the requirements regarding the Work set forth in this Contract or in Exhibit B.

“Subcontractor Supplier” means any Person, other than Supplier, who performs, at Supplier’s request, any portion of the Work at the Site (including any subcontractor of any tier) in furtherance of Supplier’s obligations under this Contract.

“Substantial Completion” shall have the meaning set forth for such term in Section 13.4.

“Supplier” has the meaning set forth in the Preamble.

“Supplier Deliverables” means the System, as well as System descriptions, and Required Manuals, as listed on Exhibit B, to be delivered to Owner in accordance with the requirements of this Contract.

“Supplier Equipment” means all Supplier hardware, devices, products (other than Software) and Firmware provided by or on behalf of Supplier to Owner under this Contract pursuant to a Purchase Order and the documentation with respect thereto.

“Supplier Event of Default” has the meaning set for in Section 19.1.

“Supplier Final Invoice” shall mean the invoice submitted by Supplier to Owner upon Final Completion as described in Section 6.5.

“Supplier Final Release of Liens Certificate” shall have the meaning set forth for such term in Section 34.1.

“Supplier’s Executive” shall have the meaning set forth for such term in Section 38.1.

“Supplier’s Invoice” means an invoice from Supplier to Owner in a form approved by Owner.

“System” means the Material, the Work and the engineering and implementation services which together, provide the functionality and requirements of the SOW.

“Third-Party Equipment” means all third-party hardware, devices and products and Third-Party Firmware provided by or on behalf of Supplier to Owner under this Contract pursuant to a Purchase Order.

“Third-Party Firmware” means the object code version of third-party proprietary software that is embedded in the Equipment, as updated from time to time.

Third-Party Software means all non-Vendor software provided by or on behalf of Supplier to Owner under this Contract pursuant to a Purchase Order.

5

“UIQ” – ***.

“Vendor(s)” means the Persons that supply hardware, third-party software or third-party imbedded software to Supplier or any Subcontractor in connection with the performance of the Work.

“Vendor Warranty” means a warranty provided by a Vendor or Subcontractor to Supplier for contracted-for hardware, third-party software or third-party imbedded software.

“Warranty Period” shall have the meaning set forth for such term in Section 16.2.

“Work” means all obligations, duties, and responsibilities assigned to or undertaken by Supplier under this Contract with respect to the System, including all engineering and design, procurement, manufacturing, construction and erection, installation, training, start-up (including calibration, inspection, and start-up operation), and testing included in or required for the System, including all items described in the Statement of Work and all deliverables with respect thereto. Where this Contract describes a portion of the Work in general, but not in complete detail, the Parties acknowledge and agree that the Work includes any tasks and activities that are typically contemplated in connection with the described SOW.  The Work does not include Non­Supplier Work.

2. AGREEMENT, EXHIBITS, CONFLICTS

2.1 Exhibits. This Contract includes the Exhibits attached hereto and any reference in this Contract to an “Exhibit” by letter designation or title shall mean one of the exhibits identified in the table of contents and such reference shall indicate such Exhibit herein.

2.2 Terms; References. Terms defined in a given number, tense, or form shall have the corresponding  meaning when used in this Contract with initial capitals in another number, tense or form. Except as otherwise expressly noted, reference to specific Sections, Subsections, and Exhibits are references to such provisions of or Exhibits to this Contract. References containing terms such as “hereof, “herein”, “hereto”, “hereinafter”, and other terms of like import are not limited in applicability to the specific provision within which such references are set forth but instead refer to this Contract taken as a whole. “Includes” or “including” shall not be deemed limited by the specific enumeration of items, but shall be deemed without limitation.

2.3 Conflicts in Documentation. If there is an express conflict between the provisions of this Contract or any Exhibit hereto, provisions of this Contract as it may be amended from time to time, take precedence over any Exhibit.  This Contract shall take precedence over any other or additional terms and conditions submitted by Owner in any Purchase Order or similar document (other than price, quantity, destination, and description of goods and services); provided, however, that such ***. Neither *** or *** shall be construed as ***.

3. RESPONSIBILITIES OF OWNER

3.1 Project Communication.  Owner shall designate (by a Notice delivered to Supplier) appropriate individuals who shall act as primary points of contact for Supplier with respect to specific aspects of the Work.

3.2 Owner Provided Documents. Owner shall provide Supplier with all available information, as required, for the completion of the Work. All specifications and other Design Documents are provided by Owner to Supplier solely for the purpose of describing the Work that is to be provided by Supplier under this Contract. Owner will use reasonable efforts to minimize errors in information provided to Supplier.  Supplier, in performing the Work, shall use reasonable efforts to call attention to and verify critical aspects and details of the information provided by Owner.

4. RESPONSIBILITIES OF SUPPLIER

4.1 Project Communication. Supplier shall designate (by a Notice delivered to Owner) appropriate individuals who shall act as primary points of contact for Owner with respect to specific aspects of the Work.

4.2 Scope. Supplier shall perform, furnish, and be responsible for, the Work, including labor, hardware, software, third-party software, and/or third-party imbedded software, as detailed in Exhibit B, necessary to provide an operable System in accordance with the provisions of this Contract; provided, however, that Owner reserves the right to specify, either in the SOW or otherwise, certain portions of the System that will be supplied by other Suppliers, vendors or by Owner (referred

6

to collectively as “Non-Supplier Work”). Supplier agrees to coordinate its Work with any Non-Supplier Work so as not to cause any delay in the Critical Path Schedule. 

4.3 Performance of Work. Supplier shall be duly registered, and shall hold whatever licenses are required for the specific work being performed. Supplier shall ensure that all of the Work complies with local, state and federal codes and regulations and with applicable Industry Standards. Supplier shall ensure that its personnel are familiar with the above codes, standards and regulations and their appropriate application.

4.4 Design of System. Supplier shall design the System so that it is capable of operating as specified in the Statement of Work, in compliance with Industry Standards, Applicable Laws and Applicable Permits.

4.5 Organization. Supplier shall maintain a qualified and competent organization with adequate capacity and knowledgeable personnel and facilities to execute the Work in a safe, efficient and professional manner at a rate of progress in accordance with the Key Date Schedule and the Critical Path Schedule.

5. COVENANTS, REPRESENTATIONS AND WARRANTIES

5.1 Supplier Covenants, Representations and Warranties. Supplier covenants, represents, and warrants to Owner that:

(a) Organization, Standing and Qualification. Supplier is a corporation, duly organized, validly existing, and in good standing under the laws of Delaware and has full corporate power authority to execute, deliver and perform its obligations hereunder and to engage in the business it presently conducts and contemplates conducting, and is and will be duly licensed or qualified and in good standing under the laws of Delaware and California.

(b) Skills. Supplier has all the required authority, ability, skills, experience and capacity necessary to, and shall diligently, provide the Work in a timely and professional manner, utilizing sound engineering principles, project management procedures,  and supervisory procedures, all in accordance within best practices in the software industry. Supplier has the experience and skills necessary to determine, and Supplier has reasonably determined, that Supplier can perform the Work.

(c) Enforceable Contract. This Contract has been duly authorized, executed and delivered by or on behalf of Supplier and is, upon execution and delivery, the valid and binding obligation of Supplier, enforceable against it in accordance with its terms, except as such enforceability may be limited  by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by general equitable  principles.

(d) No Conflict. The execution, delivery and performance of this Contract by Supplier will not (a) conflict  with or cause any default  under (i) its organizational documents; (ii) any indenture,  mortgage,  chattel  mortgage, deed of trust, lease, conditional sales contract,  loan or credit arrangement or other agreement  or instrument to which Supplier  is a party or by which it or its properties may be bound or affected; or (iii) any Applicable Laws, or (b) subject  the System,  or any component part thereof or the Site (or any portion  thereof) to any lien other than as contemplated or permitted by this Contract.

(e) No Suits; Proceedings. As of the Effective Date of this Contract,  there is no action, proceeding or governmental investigation pending  or, to Supplier’s knowledge, threatened against  Supplier  which questions the validity  of this Contract or Supplier’s intellectual property  rights, and there is no action,  proceeding or governmental investigation pending  or, to Supplier’s knowledge, threatened  which is likely to result in any material  adverse change in the ability  of Supplier  to perform  its obligations under this Contract.

(f) Patents. Supplier owns or has the right to use all patents, trademarks, service  marks, trade names,  copyrights, licenses,  franchises, and permits necessary  to perform  the Work without  material  conflict with the rights of others; provided  that the remedy for breach of this Section 5.1 (f) is Supplier’s indemnification in accordance with Section 25.

(g) System. Supplier acknowledges that this Contract constitutes an obligation to ***, complete to the extent specified in the SOW or otherwise, within the time and for the purpose designated herein; provided, however, that, as set forth in Section 4.2, Owner reserves the right to specify, either in the SOW or otherwise, that certain portions of the ***. As specified  in the applicable SOW, Supplier is obligated to ***, and to supply and perform ***, in each case as may reasonably be required, to complete  the Work such that the System satisfies the applicable terms, conditions, Performance Guarantees and other guarantees and requirements set forth in this Contract; provided, however, that ***.

7

(h) Legal Requirements. The System can and shall be built in conformity with Applicable Laws. The Work and Supplier’s warranty obligations herein will be performed in conformity with all Applicable Laws and Applicable Permits. 

(i) Financial Condition. Supplier is financially solvent, able to pay its debts as they mature, and possessed of sufficient working capital, or access thereto, to complete its obligations under this Contract.

(j) Licenses. All Persons who will perform any portion of the Work have or will have all business and professional certifications required by Applicable Law to perform the services under this Contract.

5.2 Owner Covenants, Representations and Warranties. Owner covenants, represents, and warrants to Supplier that:

(a) Organization, Standing and Qualification. Owner is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has full corporate power and authority to execute, deliver and perform its obligations hereunder.

(b) Enforceable Contract. This Contract has been duly authorized, executed and delivered by or on behalf of Owner and is, upon execution and delivery, the valid and binding obligation  of Owner, enforceable against Owner in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by general equitable principles.

(c) No Conflict. The execution, delivery and performance of this Contract by Owner will not conflict with or cause any default under (a) its organizational documents; (b) any indenture, mortgage, chattel mortgage, deed of trust, lease, conditional sales contract, loan or credit arrangement or other agreement or instrument to which Owner is a party or by which it or its properties may be bound or affected; or (c) any Applicable Law.

(d) Governmental Approvals. Neither the execution, delivery nor performance by Owner of this Contract requires the consent or approval of, or the giving of notice to or registration with, or the taking of any other action in  respect of, any Governmental Authority.

(e) No Suits or Legal Proceedings. There is no action, proceeding or investigation pending or, to Owner’s knowledge, threatened against Owner which questions the validity of this Contract, and there is no action, proceeding or investigation pending or, to Owner’s knowledge, threatened which is likely to result in any material adverse change in the ability of Owner to perform its obligations under this Contract.

(f) Owner represents and warrants that, as of the date of this Contract, its publicly filed financial statements, together with the respective schedules and notes relating thereto, present fairly the financial position of Owner and its consolidated subsidiaries at the dates indicated and the results of operations and cash flows of Owner and its consolidated subsidiaries for the periods specified. Said financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may otherwise be stated therein. Since the date of the ***, whether or not ***. Owner has been ***.

6. PRICES AND PAYMENT

6.1 Contract Price. Supplier shall perform the Work for the Contract Price.

6.2 Taxes. Supplier shall be responsible for all Taxes and duties applicable to the Work. Owner shall provide evidence, upon request, for exemption from applicable state sales and use taxes. Prepaid freight charges on goods sold “F.O.B. Destination”, must be shown separately. Where the Buyer is identified as Delmarva Power and Light Company, Maryland Sales and Use Tax shall not be billed pursuant to Maryland Permit No. 17. Where the Buyer is identified as Atlantic City Electric Company, New Jersey Sales Tax shall not be billed pursuant to Direct Payment Permit No. 210-398-280/000. Where the Buyer is identified as Potomac Electric Power Company (Pepco), Maryland Sales and Use Tax shall not be billed pursuant to Maryland Permit No. 47185 and District of Columbia Sales and Use Tax shall not be billed pursuant to District of Columbia Permit No. 4911-0002107-001.

6.3 Full or Partial Payment. Payment by Owner to Supplier shall be made, according to the Payment Schedule attached hereto as Exhibit K. All invoices submitted by Supplier to Owner shall be in a form approved by Owner. All invoices must be submitted by the *** of the month following the month for which payment is requested; provided, however, that failure to submit an invoice within said *** period shall not relieve Owner of its obligation to make payment.

8

6.4 Owner Payment of Invoice. 

(a) All invoices  are subject to Owner’s  review  and approval,  not to be unreasonably withheld. invoices approved  by Owner  shall be due and payable  by Owner *** by Owner of receipt  of said invoice.

(b) Owner’s Payment of an Invoice(s) shall not be considered as conclusive evidence of the performance of the Contract, either wholly or in part, nor shall any payment be construed as acceptance of any of defective part of the System.

6.5 Final Invoice.

(a) Upon Final Completion, Supplier shall prepare and submit to Owner a final invoice in accordance with Exhibit K.

(b) As a condition precedent to Owner’s obligation to pay the Supplier’s final invoice, Supplier shall provide, or have provided, the following to Owner:

i) Supplier’s Final Release of Liens Certificate; and Subcontractors’ Release of Lien Certificate;

ii) Punch list items complete; and

iii) All deliverables, including “as built” drawings and any long term warranties for the System and any System Components.

(c) Within *** from the receipt of the Supplier’s final invoice, Owner will either approve and pay said Supplier’s final invoice by issuing Final Payment, or notify Supplier in writing of the need for additional supporting data and/or reasons for withholding approval; provided, however, that in the event that any portion of the Work does not materially conform to the requirements of the Contract, the final invoice will be paid in accordance with Exhibit K.

7.COMMENCEMENT AND SCHEDULING OF THE WORK

7.1 Commencement of Work. From and after the date that Owner issues the initial PO, Supplier shall perform the Work in accordance with Exhibit B and shall thereafter diligently pursue the Work assigning to it a priority that should reasonably permit the attainment of Final Completion on or before the Final Completion Guarantee Date.

7.2 Supplier’s Acknowledgment. Supplier expressly agrees that the period of time specified to complete all Work and the timely achievement of the Final Completion Guarantee Date includes allowance for normal hindrances and delays incident to the Work. No claim shall be made by Supplier for hindrances or delays during the progress of the Work, except as provided under Sections 8 and 15.

7.3 Prosecution of Work. Supplier shall prosecute the Work in accordance with the System Schedules. Supplier shall cause Final Completion to occur on or before the Final Completion Guarantee Date (as such date may be extended pursuant to Sections 8 or 15 or of any other provision hereof).

7.4 Critical Path Schedule. Either on the Notice to Proceed Date or as soon thereafter as may be reasonably agreed to by Owner, Supplier shall provide Owner with a Critical Path Schedule. Until Final Completion, Supplier shall update its Critical Path Schedule to reflect the current status of the Work. The updates shall be performed and provided to Owner on a monthly basis as part of the Monthly Progress Report. Supplier shall advise Owner of any proposed Critical Path Schedule changes of more than *** and the reasons therefor. Supplier shall continually be aware of factors that are delaying or that could delay the Critical Path Schedule and shall take remedial actions reasonably within its control to eliminate or minimize schedule delays caused by Supplier, including, without limitation, payment of overtime for the employees of Supplier and Subcontractors Supplier and the assignment of additional personnel and/or other resources.

7.5 Plan. If Supplier fails to complete any of the items set forth in the Critical Path Schedule within *** after the date set forth for completion of such item, then Supplier shall, within ***, submit to Owner a written plan (the “Plan”) to complete all necessary Work to achieve Final Completion not later than the Final Completion Guarantee Date, including a revised Critical Path Schedule. Owner shall have the right to promptly review and comment in writing on the Plan. If Owner provides comments to the Plan, then Supplier shall promptly resubmit a revised Plan addressing such comments. Delivery of the Plan by Supplier and approval of the Plan by Owner does not impair or otherwise affect Supplier’s obligation to achieve Final Completion not later than the Final Completion Guarantee Date.

7.6 Progress Reporting. Beginning on the first calendar month following the Effective Date, and on the first day of each month following such date, Supplier shall prepare a Monthly Progress Report and submit it to Owner within *** after the end of each calendar month. In addition, Supplier shall keep, and furnish to Owner at Owner’s request, copies of progress

9

reports provided to Supplier by Subcontractors and such other information as Owner may reasonably require to determine that the Work is progressing according to the Critical Path Schedule. 

7.7 Meetings. Supplier shall schedule and conduct meetings with Owner at such location as the Parties may agree, for the purpose of reviewing the progress of the Work and adherence to the Critical Path Schedule. The frequency of such meetings shall be established and modified, from time to time, by mutual agreement of Owner and Supplier; provided, however, if Owner reasonably believes that Supplier will complete fewer than all of the Critical Path Items within ***, then Owner shall be entitled to require that meetings occur as frequently as weekly. If Owner so requests, Supplier shall cause a representative of any affected SubSupplier or Vendor to attend such meeting.

7.8 Acceleration of Work.

(a) When Work is Delayed. In the event of any delay caused solely by Supplier, which causes the prosecution of the Work to be more than ***  behind the Critical Path Schedule, Owner may, by Notice to Supplier, direct that the Work be accelerated by means of overtime, additional crews or additional shifts or re­sequencing of the Work, ***.

(b) General Provisions. In the event of any acceleration requested pursuant to this Section 7.8, Supplier shall promptly provide a plan for such acceleration, including Supplier’s recommendations  for the most effective and economical acceleration.

8. EXCUSABLE DELAY

8.1 Notice. If Supplier’s ability to perform its obligations under this Contract is affected by an Excusable Delay, Supplier shall, within *** after it becomes aware of such delay, give Notice to Owner (a “Delay Notice”) stating the nature of the event, its anticipated duration and effect upon the performance of Supplier’s obligations, and any action being taken to avoid or minimize its effect. The burden shall be on Supplier to prove the existence of an Excusable Delay.

8.2 Scope of Suspension:  Duty to Mitigate. The suspension of performance due to an Excusable Delay shall be of no greater scope and no longer duration than is required by such event. Supplier shall use its reasonable efforts (a) to mitigate the duration of, and costs arising from, any suspension or delay in the performance caused by such Excusable Delay, (b) to continue to perform its obligations hereunder, to the extent that it is reasonably possible to do so in light of the circumstances giving rise to the Excusable Delay, and (c) to remedy its inability to perform caused by such Excusable Delay. When Supplier is able to resume performance of its obligation under this Contract, Supplier shall give Owner written Notice to that effect.

8.3 Supplier’s Remedies. If an event of Excusable Delay occurs, then the Final Completion Guarantee Date shall, where reasonably necessary, be extended by the period of time, if any, that Supplier is delayed in the performance of its Work as a result of such event and the Critical Path Schedule shall be correspondingly adjusted.

8.4 Events of Force Majeure. No failure or omission to carry out or observe any of the terms, provisions, or conditions of this Contract shall give rise to any claim by any Party against the other Party, or be deemed to be a breach or default of this Contract if such failure or omission shall be caused by or arise out of an event of Force Majeure.

9. SUBCONTRACTORS AND VENDORS

9.1 Use of Subcontractors. Subject to Owner’s review and prior approval Supplier may employ Subcontractors to complete any part or parts of its Work under this Contract. Owner shall not unreasonably withhold approval of Supplier’s employment of Subcontractors.

9.2 Supplier Accountable to Owner. No subcontract shall in any way relieve the Supplier of its obligations to Owner under this Contract, nor purport to bind Owner thereunder. (Supplier shall use commercially reasonable efforts to include in its agreements with subcontractors providing services a provision permitting the assignment thereof by the Supplier to Owner.)

9.3 Subcontractors Subject to Terms of this Contract. Each Subcontractor employed by the Supplier shall agree in writing to comply with the confidentiality, health and safety, and compliance with laws provisions of this Contract. If required by Owner, Supplier shall provide written acknowledgement, executed by each Subcontractor, of compliance with this provision.

9.4 No Contractual Relationship Between Owner and Subcontractors. Except as to subcontracts expressly assumed by Owner, this Contract does not create any contractual relationship between any Subcontractor and Owner. Owner shall have no

10

obligation to communicate directly with any Subcontractor. The Supplier shall keep Subcontractors fully informed of all aspects of Work on the System, including information provided by Owner, including but not limited to, any pre-bid and pre-award meetings. 

9.5 Supplier Is Responsible for Subcontractors. The Supplier shall be liable to Owner for the acts and omissions of its Subcontractors and of persons either directly or indirectly employed by them.

9.6 Subcontractors to Provide Supervisory Personnel. Supplier shall ensure that each Subcontractor provides sufficient supervision to assure proper attention to the Services done on the System and to provide reasonable liaison with Owner through the Supplier. These supervisory personnel shall be authorized to act upon notices, directions, and instructions of the Supplier and make all necessary decisions relating to Work on the System. Whenever Subcontractors are working on the System Site, a representative of the Supplier shall also be present.

9.7 Subcontracting by Subcontractors. Supplier shall ensure that Subcontractors shall not subcontract their assigned portion of the Work or duties to any other individual, group or person not directly on their payroll with the exception(s) of the following conditions: (a) Suppliers of plant and/or Equipment necessary to perform the Work; (b) Suppliers of material or material components necessary to perform the Work; (c) wholly owned subsidiary companies of Subcontractors; and/or (d) as may be otherwise approved by Owner.

10. LABOR RELATIONS

10.1 General Management of Employees. Subject to Sections 10.3 and 10.4, and notwithstanding  the provisions of Section 10.2, Supplier shall preserve its rights to exercise and shall exercise its management rights in performing the Work. Such management rights shall include the rights (a) to hire, discharge, promote, and transfer employees, (b) to establish and enforce reasonable standards of production, (d) to determine the number of employees necessary to perform a task, job, or project, and (e) to establish, maintain, and enforce rules and regulations conducive to efficient and productive operations.

10.2 Labor Disputes. Supplier shall use reasonable efforts to minimize the risk of labor-related delays or disruption of the progress of the Work. Supplier shall advise Owner promptly, in writing, of any actual or threatened labor dispute of which Supplier has knowledge that might materially affect the performance of the Work by Supplier or by any of its Subcontractors or Vendors. Notwithstanding the foregoing, the settlement of strikes, walkouts, lockouts or other labor disputes shall be at the discretion of the Party whose employees are involved.

10.3 Personnel. Supplier’s personnel, if identified as key personnel in Exhibit B, are hereby specified as “Key Personnel” and are deemed necessary for the successful performance of the Work. Supplier agrees that, except for promotions (but not to other projects), sickness, death, leaving its employ, or at the specific request or approval of Owner, that such Key Personnel will remain on the project team responsible for performing the Work. Owner shall be afforded the opportunity to meet with and review the qualifications of proposed Key Personnel replacements and to approve the assignment of such replacement personnel, such approval not to be unreasonably withheld. Each proposed replacement shall be at least as equally well qualified as the individual leaving the System. For the positions described in Exhibit B, for which Owner has not identified a particular individual as a Key Personnel, Owner shall be afforded the opportunity to meet with and review the qualifications of proposed Personnel and their replacements and to approve the assignment of such replacement personnel, such approval not to be unreasonably withheld.  Each proposed replacement shall be well qualified for the position.

10.4 Removal of Personnel. All personnel assigned by Supplier to the System are subject to removal at the reasonable request of Owner. Whenever possible, replacements should be brought to the project team early, prior to the departure of the individual being replaced. Owner shall not be responsible for paying any fees for any such replacement person’s time spent acquiring knowledge of the Work.

10.5 Project Manager. Supplier’s Project Manager designated on Exhibit B has full responsibility for the prosecution of the Work and shall act as a single point of contact with Owner in all matters on behalf of Supplier.

10.6 Supplier Employee Compensation. Supplier shall accept full and exclusive liability for its personnel’s salaries, employee benefits, allowances for vacation, sick leave, holiday pay, employee insurance and retirement benefits, all payroll taxes, workers’ compensation and employer’s liability insurance, and other insurance premiums measured by payroll costs, other contributions  and benefits imposed by any applicable law or regulation, plus all Supplier’s personnel expenses incurred in conformance with standard Supplier policy, including travel, accommodation and subsistence expenses. Owner shall not be responsible for Supplier personnel administration matters as such relate or are applied to such personnel including, without limitation, pay, internal discipline, equal opportunity or discrimination claims.

11

10.7 Background Investigations. Supplier shall have a background investigation conducted on all its employees who will be assigned to perform any of the Work under this Contract on Owner’s premises or at Owner’s facilities or who will have access to Owner’s  systems and data, and shall require any Subcontractor performing any portion of the Work to similarly conduct background investigations on all Subcontractor employees who will be assigned to perform a portion of such Work. Such background investigation shall, at a minimum, include a complete criminal history records check, conducted no more than one (1) year prior to assignment the Work, which shall report all felony convictions within the previous seven years. Such background investigation shall be conducted by a competent professional organization and shall be in compliance with the Fair Credit Reporting Act and applicable state laws. Supplier agrees to provide Owner with ***. Owner reserves the right, in its sole discretion, to refuse to allow any individual with a past felony conviction to perform work for Owner. 

10.8 Drug and Alcohol Policy. Owner requires that all employees of Supplier and its Subcontractors that perform any of the Work at the System be free of drugs and the influence of alcohol. All such employees, when reporting for duty and while on duty, must be “fit for duty,” defined as the appropriate mental and physical condition necessary to perform work in a safe, competent manner, free of the influence of drugs and alcohol Possession of drugs, drug paraphernalia, and alcohol is prohibited on Owner work sites.

11. INSPECTION; EFFECT OF REVIEW AND COMMENT

11.1 Right to Reject Work. Regardless of whether payment has been made therefor, Owner shall have the right to reject any portion of the Work that contains any Defect. Upon such rejection, Supplier shall promptly remedy, at its cost and expense, by repair or replacement, any Defect that is identified by Owner as giving rise to such rejection.

11.2 Inspection. Supplier understands that Owner and its representatives have the right to observe and inspect the Work, as well as any hardware, software, third-party software and/or third-party imbedded software, design, engineering, service, or workmanship to be provided hereunder and to observe all tests of the Work and the System. Supplier shall allow Owner and its representatives reasonable access to the Work and the System. Owner shall be entitled to inspect and review Supplier’s drawings and Drawing and Specifications or technical details pertaining thereto as reasonably requested by Owner or its representatives. Supplier shall attempt, in good faith, to incorporate such inspection rights in all Equipment purchase orders and subcontracts. To facilitate such observations and inspections, Supplier shall maintain at the Site a complete set of all Drawings and Specifications and current Critical Path Schedule. Supplier shall comply with all inspection and testing requirements.

11.3 Limitation on Owner’s Obligations. Inspection, review, approval or comment by Owner with respect to any subcontract or purchase order or any Drawings and Specifications,  samples, and other documents, or any other work or services performed by Supplier, or any Subcontractor or Vendor, is solely at the discretion of Owner and shall not in any way affect or reduce Supplier’s obligations to complete the Work in accordance with the provisions of this Contract or be deemed to be a warranty or acceptance by Owner with respect to such Work.

11.4 Inspection by Supplier. Supplier shall perform all inspection, expediting, quality surveillance, and other like services required for the performance of the Work, including inspecting all materials and Equipment that comprise the System or that are to be used in the performance of the Work.

12. RESERVED

13. COMPLETION

13.1 Creation of System Punchlist. At such time as the System is available for ***, Supplier shall prepare and submit to Owner a list of ***. Owner may then inspect the System jointly with the Supplier to determine whether the proposed Punchlist is complete. If Owner’s inspection discloses any *** from the proposed Punchlist, any item described on the proposed Punchlist that is not *** described on the Proposed Punchlist), Supplier shall prepare and deliver a revised Punchlist for Owner’s approval. Supplier shall complete any items of Work other than ***, and resubmit a revised Proposed Punchlist to Owner for approval. Owner may then re-inspect the System and the foregoing process shall continue on an iterative basis until Owner has approved the proposed Punchlist. The aggregate of all proposed Punchlists that are acceptable or deemed acceptable to Owner shall be referred to as the Punchlist. ***. Failure to include an item on a Punchlist does not, in any way, alter Supplier’s responsibility to complete all Work in accordance with this Contract.

13.2 ***. Supplier shall complete all items on the System Punchlist in accordance with the schedule set forth in such System Punchlist. On ***, Supplier shall revise and update such System Punchlist to include ***.

12

13.3 Final Completion. Final Completion of each SOW shall be deemed to have occurrred only if all of the following have occurred as applicable: 

(a) Successful completion of Acceptance Tests;

(b) Supplier has provided to Owner Owner evidence that all Work requiring inspection by any governmental  authority having jurisdiction has been duly inspected and approved by such authorities to the extent required to operate the System;

(c) Supplier has *** unless Owner shall have relieved Supplier of its obligation to do so;

(d) Owner has received ***, and other technical information, each as required hereunder for Owner to operate and maintain the System;

(e) Supplier has delivered to Owner ***;

(f) Supplier has ***;

(g) Supplier has delivered the Final release of Liens Certificate and Subcontractors’ Release of Lien Certificate in accordance with Sections 34.1 and 34.2, respectively; and

(h) Supplier has delivered to Owner a Notice of Final Completion stating that Supplier believes it has satisfied the provisions of Sections 13.3(a) through (h).

13.4 Supplier’s Access After Substantial Completion. Following Substantial Completion, Owner shall provide Supplier with reasonable and timely access to the System to complete all items on the System Punchlist and to satisfy the other requirements for Final Completion. The Parties expect that Supplier shall accomplish any necessary modification, repairs or additional work with minimal interference with commercial operation of the System and that reductions in and shut-downs of the System’s operations will be required only when necessary, taking into consideration (i) the length of the proposed reduction or shut-down, and (ii) Owner’s obligations and liabilities to its customers or others. Notwithstanding the foregoing, should a reduction in or shut-down of operations be required to complete any items on the System Punchlist or to complete the Work, then such reduction or shut-down shall be scheduled at the reasonable discretion of Owner, and Supplier shall use all reasonable efforts to complete such Work during such Owner scheduled reduction or shut-down. Supplier acknowledges that Owner may schedule such reduction or shut-down at any time including off-peak hours, nights, weekends and holidays.

14. LIQUIDATED DAMAGES ***

Where applicable, Liquidated Damages *** shall be applied as specified in Exhibits B and K

15. CHANGES IN THE WORK

15.1 Owner Initiated Changes for Extra Work. Supplier shall not perform any work not specified in the Scope of Work (“Extra Work”) unless and until Owner issues a Contract Change Authorization Form (a copy of which is attached hereto and incorporated herein by reference as Exhibit H). Owner may, at any time during the term of this Contract, request the performance of Extra Work by issuing a Contract Change Authorization Form to Supplier. Any such Extra Work described in a Contract Change Authorization Form shall not impair, affect or void this Contract or give rise to a claim that there has been an abandonment or breach of this Contract.

15.2 Supplier Compliance. The Contract Change Authorization Form shall constitute an authorization to proceed with the extra Work described therein. Upon receipt of the Contract Change Authorization Form Supplier shall:

(a) If Supplier does not believe that the Extra Work described in the Contract Change Authorization Form will affect the Contract Price or the Deliverables Schedules, or impair Supplier’s ability to fulfill its warranties and contractual obligations hereunder, complete the Extra Work described in the Contract Change Authorization Form.

(b) If Supplier believes that the Extra Work described in the Contract Change Authorization will affect the Contract Price or Deliverables Schedules, it shall seek Owner’s approval of such effect on Contract Price or Deliverables Schedule by submitting a Claim under Section 33.

15.3 Reduction in Scope of Services. Supplier shall delete any portion of the Work from the Scope of Work upon receipt from Owner of a Contract Change Authorization Form directing such deletion and ***, ***.

13

15.4 Ability to Perform. If Supplier believes that the Extra Work, or a Reduction in Scope of Services, ***, Supplier shall so notify Owner, and Supplier will proceed with such Extra Work or Reduction only if Owner and Supplier agree ***. 

15.5 Technological Developments. Supplier shall promptly advise Owner of all reasonably available technological advances that are known, or become known, to Supplier over the course of performance of its obligations under the Contract which may result in the Work having added value (i.e., better performance, design, material, longer useful life, etc.) to Owner. Owner may, at its sole discretion, elect to incorporate such advances into the Scope of Work via written Contract Change Authorization Form.

Supplier may request corresponding adjustments to the Contract Price or the Deliverables Schedules pursuant to 15.2(b).

16. WARRANTIES

16.1 Terms of Warranty. Supplier represents and warrants as follows with respect to the System  and Work provided under this Contract:

(a) That it is solely and entirely responsible for the quality of the Work performed by Supplier and its Subcontractors;

(b) That the System shall be complete in all respects within the limits and specifications described in  the Contract and that all Work furnished  under the Contract  shall be in material  accordance with the plans and specifications furnished to, and agreed to by, Supplier  and that the Software  is designed  to and will meet the functional  and performance specifications and standards set forth in Exhibit B;

(c) That the System shall be materially free of defects in design, workmanship, materials and performance, whether patent or latent;

(d) That Supplier is proficient at providing the Work and that it shall be performed in a skillful, timely, safe and professional manner in strict conformity with the best standard practice;

(e) That the Equipment shall consist of ***;

(f) That the System shall be ***;

(g) That all Equipment and *** that is part of the System and suitable for ***.

(h) To the extent possible, ***.

16.2 Warranty Periods.

(a) System Warranty. The warranty period shall be *** from the earlier of the date of *** or such extended time as Owner and Supplier may agree in writing.

(b) Equipment Warranty. The warranty period shall be *** from the date of delivery or such extended  time as Owner  and Supplier  may agree in writing; for ***, the term of the warranty  shall be the term ***.  Equipment that is repaired, adjusted, modified, or replaced by Supplier pursuant to its obligations hereunder shall be warranted as set forth herein, except that the warranty period shall extend to the greater of: (i) ***; or (ii) ***.

(c) Software Warranty. The warranty period shall be *** from date of delivery and successful installation but may be extended  for up to *** subject  to Owner *** or such extended  time as Owner and Supplier may agree in writing.

(d) Exclusions. The foregoing warranty shall not apply to non-conformities in the Software due to one or more of the following causes: (a) modifications not made or approved by Supplier; (b) Owner’s or any third party’s negligence or intentional acts; (c) misuse or abuse, including the failure to use or install the Software in accordance with the Required Manuals; or (d) incorrect data, or data entry or output, as applicable, by Owner, a third party or third party software, hardware or firmware not provided or authorized by Supplier.

(e) Viruses and Harmful Code Supplier has used and will use *** to scan the Software for and to remove any computer “viruses,” “worms” and other illicit code (i.e., computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data, or Software), and agrees to promptly notify Owner of ***.

16.3 Recall. For a period of *** following the expiration of the initial hardware warranty period of *** and ***, Suppler will provide ***. Supplier will declare a Product Recall when a specific product model, version or manufacturing batch experiences a design related warranty-failure greater than ***in any consecutive *** period. The failure rate will be

14

calculated based on the ***. In the event thata Product is deemed by Supplier to be in Recall, Supplier will notify Owner and will develop for Owner a plan to repair or replace that product, at its discretion, in a timely fashion. Specifically excluded from Product Recalls, or the calculation of a failure rates, are ***. 

16.4 Remedy for Breach of Warranty. If, during the warranty period, an item fails to conform to its applicable warranty, Supplier shall provide the following exclusive remedies:

(a) If any unit of Equipment does not meet the foregoing warranty, ***, ***. Prior to returning a unit of Equipment for repair or replacement, Owner shall obtain from Supplier an RMA number, which shall be indicated on all packaging, labeling, and other communications relating to the return. ***.  If the failure rates for equipment exceed those as stated in Exhibit B, ***.

(b) Supplier shall ***.

(c) Supplier shall ***.

(d) ***, ***, ***.

(e) In lieu of the foregoing paragraphs (a) through (d), the Parties may make such other arrangements as Supplier and Owner may agree upon in writing signed by both Parties which shall include ***.

16.5 Subcontractor Warranties. Supplier warranties provided for herein shall include warranties for portions of the System provided by Subcontractors. Supplier shall also make commercially reasonable efforts to provide, for the benefit of Owner, warranties from Subcontractors for portions of the System that they perform or provide that is equivalent to the warranty provided by Supplier under this Contract; provided, however, that Owner acceptance of the Subcontractor warranty does not constitute a waiver of Supplier’s obligation to provide its own warranty or of Owner’s right to seek recovery under either Subcontractor’s or Supplier’s warranty.

16.6 Non-Waiver. All representations and warranties of Supplier shall survive the Contract. The Supplier is not relieved of its obligations under the warranties provided hereunder regardless of whether (a) ***, (b) ***, (c) ***, or (d) ***.

16.7 Disclaimer of Implied Warranties. EXCEPT FOR THE WARRANTIES PROVIDED ABOVE, SUPPLIER MAKES NO WARRANTY OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHER WISE RELATING TO THE PRODUCTS OR SERVICES. SUPPLIER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. SUPPLIER AND ITS SUPPLIERS DO NOT WARRANT OR REPRESENT THAT THE SOFTWARE WILL BE FREE FROM BUGS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PRODUCTS. THESE DISCLAIMERS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMIITED REMEDY PROVIDED HEREIN.

17. EQUIPMENT IMPORTATION; ORDERING; TITLE

17.1 Importation of Equipment.  *** shall make all arrangements, including the processing of all documentation,  necessary to import into the United States any hardware, software, third-party software, or third-party imbedded software to be incorporated into the System and any other equipment and other items necessary to perform the Work and shall coordinate with the applicable Governmental Authorities in achieving clearance of United States customs for all such Equipment and other items and, to the extent available under United States law, achieving such importation duty and tax-free.

17.2 Ordering Equipment. Ordering of Equipment shall be in accordance with Section 2.9 of Exhibit B.

17.3 Title.

(a) Provided Owner has paid Supplier in accordance with the terms of this Contract, ***, ***, ***.

(b) Title to all Equipment, Third-party Equipment, and System (other than Software, as to which a license is granted), and all applicable original equipment manufacturer warranties, shall pass to Owner, free and clear of all liens, claims, charges, security interests, and encumbrances whatsoever, ***.

(c) The transfer of title shall in no way affect Owner’s rights as set forth in any other provision of this Contract. Owner shall have care, custody, and control and risk of loss of all Equipment, Third-party Equipment, and System (other than Software, as to which a license is granted) and shall exercise due care with respect thereto ***.

15

18. INTELLECTUAL PROPERTY RIGHTS 

18.1 Ownership. Owner acknowledges that Supplier and its vendors and licensors, retain all right, title and interest, including without limitation all intellectual property rights, and to all Supplier Confidential Information, Products and Services and all copies thereof, and, except as provided in Section 18.2(a), all derivative works based thereon.

18.2 Ownership of Work Product and Derivative Works Developed under SOWs. Ownership of the intellectual property rights in any work product and any derivative works created by Supplier in performance of any SOW under this Contract shall be allocated as follows:

(a) Owner-Specific Works. Owner will own all right, title and interest, including, without limitation, all intellectual property Rights in, any work product and any derivative works created by Supplier for Owner under this Contract that are unique and specific to Owner’s operations, including Owner-specific network designs and network design documentation and materials, installation drawings specific to Owner’s network, and Owner-specific user manuals and guides and Owner-specific analyses and reports.

(b) Supplier Ownership.  Owner’s ownership of a derivative work under Section 18.2(a) shall be subject to Supplier’s continued ownership of the intellectual property rights in the work(s) upon which it was based.  Further, Supplier shall retain ownership of any Tools that it utilizes in providing the Services or incorporates into any Owner-owned work product.  “Tools” means any pre-existing or independently developed intellectual property rights pertaining to Supplier’s business or profession, including but not limited to technology, information, innovations, designs, know-how, tool kits, architectures, best-practices information, data structures, software, methods, product evaluation data, drawings and works of authorship. Tools***.

(c) All Other Derivative Works. *** will own all right, title and interest, including, without limitation, all intellectual property rights in, all work product and all derivative works except ***.

(d) Ownership of Content. All *** content, including information concerning users, messages and other such data, is the property of ***.

18.3 Proprietary Markings and Copyright Notices. Owner agrees not to remove or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within any products or documentation.

18.4 Third Party Products. Any third party products sold or licensed to Owner in conjunction  with Supplier’s Products and Services under this Contract shall, in addition to the terms and conditions set forth in this Contract, be sold pursuant to the terms and conditions contained in any separate end-user license agreements or purchase agreements provided by such third parties.  The terms of such separate license agreements and purchase agreements will control in the event of any inconsistencies between such agreements and this Contract.  To the extent possible, ***.  *** shall have no obligation for any warranties or maintenance of the software or hardware.  *** shall be responsible for all transportation and handling charges of any third party products, if any, which shall be prepaid by *** and added to the invoice.

19. DEFAULT

19.1 Supplier Events of Default. Supplier shall be in default of its obligations pursuant to this Contract upon the occurrence of any one or more of the events described below (each, a “Supplier Event of Default”):

(a) Any material representation or warranty made by Supplier herein was intentionally false or materially misleading when made and Supplier fails to remedy such false or misleading representation or warranty and fails to make Owner whole for any consequences  thereof, within *** after ***;

(b) Supplier assigns or transfers this Contract or any right or interest herein, except as expressly otherwise permitted herein;

(c) Supplier fails to ***;

(d) Supplier fails to ***, and ***;

(e) Supplier fails to timely ***;

(f) Supplier fails to achieve ***;

(g) Any disregard by Supplier of laws, ordinances, rules, regulations, or policies or instructions of Owner, and such disregard continues for *** s after Supplier receives a Notice from Owner with respect thereto, provided, however,

16

that this *** cure period shall not apply to a failure to comply with the applicable safety requirements of Exhibit A which such failure shall be cured upon notice; or 

(h) It becomes reasonably apparent, ***.

19.2 Damages for Supplier Default. Except for amounts payable under the ***, which shall be the sole remedy of Owner for (a) Supplier delays in achieving Final Completion and (b) Supplier delays in meeting the Performance Guarantees, Supplier shall be liable to Owner for *** to Owner as a result of such Supplier Event of Default, subject to the limitations of liability in Section 36 and any other express limitations set forth in this Contract.

(a) The Parties acknowledge and agree that, to the extent that the actual costs of completing the Work, including compensation for obtaining a replacement Supplier or for obtaining additional professional services required as a consequence of a Supplier Event of Default, exceed those costs that would have been payable to Supplier but for such Supplier Event of Default, Supplier shall be obligated to pay the difference to Owner, such difference not to exceed ***, and subject to the limitations of liability in Section 36..

(b) In the event of a termination of this Contract by Owner as a result of a Supplier Event of Default, Owner shall be entitled to withhold further payments (not to exceed the amount of the dispute) to Supplier for the Work performed prior to termination of this Contract until the parties resolve the liability of Supplier, if any, under this Section 19.2 in accordance with Section 38.1. Upon determination of the total cost of the Work, Owner shall notify Supplier in writing of the amount, if any, that Supplier shall pay Owner or Owner shall pay Supplier..

(c) If it is determined for any reason that Supplier was not in default or that Owner was not entitled to the remedy against Supplier provided above, ***.

19.3 Owner Event of Default. Owner shall be in default of its obligations pursuant to this Contract upon the occurrence of any one or more of the events described below (each, an “Owner Event of Default”):

(a) Any material representation or warranty made by Owner herein was intentionally false or materially misleading when made and Owner fails to remedy such false or misleading representation or warranty, and fails to make Supplier whole for any consequences  thereof, within *** after *** with respect thereto;

(b) Owner fails to perform or observe in any material respect any provision of this Contract providing for the payment of money to Supplier, which is not the subject of a bona fide dispute, or any other material provision of this Contract not otherwise addressed in this Section 19.3, and such failure continues for *** after Owner receives a Notice from Supplier with respect thereto; or

(c) Owner assigns or transfers this Contract or any right or interest herein, except as expressly otherwise permitted herein.

20. EARLY TERMINATION

20.1 Term. This Contract shall commence upon the Effective Date and shall remain in effect until the Final Completion Date or otherwise terminated pursuant to the terms hereunder.

20.2 Termination for Convenience.

(a) Owner may, at any time, terminate performance of the Work under this Contract in whole or in part for the convenience of Owner by ***. Such termination shall be effective in the manner *** in said Notice and shall be without prejudice to any claims that Owner may have against the Supplier.

(b) In the event of a termination for convenience, the total obligation of Owner to Supplier for the execution of the Work under any SOW, or any segment or phase thereof, upon which work has been authorized under a Purchase Order issued, shall be payment for work performed and Equipment, Third-party Equipment and Software accepted plus the total non-cancelable and non-recoverable costs incurred by Supplier up to the effective date of termination plus a reasonable profit on such costs. Additional charges for cancellation, postponement, placement of Equipment and Third-party Equipment into storage, and similar charges shall be submitted by Supplier to Owner for approval prior to incurrence of such charges.  Supplier and Owner will cooperate to attempt to resell Equipment and Third-party Equipment.

20.3 Termination for Cause.

17

(a) Without limiting any other provision of this Contract,Owner reserves the right, without any liability to Supplier, except to pay for work satisfactorily completed and accepted by Owner prior to termination, to terminate all or any part of this Contract upon written notice to Supplier in the event of the happening of any Supplier Event of Default specified in Section 19.1. 

(b) Supplier shall cease performance of the Work immediately upon receipt of notice of termination for cause. For the purpose of completing the Work, Owner may (without limiting any rights which Owner may otherwise possess) take possession of all machinery, construction equipment, tools, etc., that are owned by Owner on the System Site or Owner premises and may employ any other qualified person, firm, or corporation to finish the Work or otherwise finish the Work by whatever reasonable means Owner may deem expedient. In case of any such termination for cause, Supplier shall receive payment for Work completed and accepted up through the date of termination. Owner may recover the reasonable cost of such completion from Supplier, not to exceed *** of the costs that would have been payable to Supplier, and subject to the limitations of liability in Section 36.

(c) Title to all Equipment, Third-party Equipment, and System (other than Software, as to which a license is granted) for which Owner has paid Supplier hereunder shall vest in Owner. Any Required Manuals, or other pertinent documents which are in existence prior to the effective date of termination and which would have been provided to Owner at the end of the Work shall be furnished to Owner.

21. SUSPENSION

21.1 General. Owner may suspend performance of the Work at any time by giving Notice thereof to Supplier. Such suspension shall continue for the period specified in such suspension Notice. Owner shall, as provided for herein, ***. At any time after the effective date of the suspension, Owner may require Supplier to resume performance of the Work as soon as reasonably practicable.

21.2 Supplier’s Termination Right. If, at the end of the suspension period, Owner has not requested a resumption of the Work or has not notified Supplier of any extension of the suspension period, at Supplier’s option, the Work shall be terminated, and Owner shall ***.

21.3 Extension of Time and Compensation Rights. In the case of any suspension under this Section 21, (other than from a cause due to Supplier’s negligence, willful misconduct or noncompliance with the terms of this Contract):

(a) the Final Completion Guarantee Date shall be extended by a period equal to the delay caused by the suspension, plus a reasonable period for demobilization  and remobilization  approved by Owner;

(b) Owner shall *** that are ***, to the extent ***, and that are:

(i) For the purpose of *** and/or ***, ***;

(ii) For ***, ***, or ***, the payments for which, ***;

(iii) For reasonable costs of *** and ***; and/or

(iv) For ***; and

(c) The Critical Path Schedule shall be adjusted to account for same.

21.4 Claims for Payment.  All claims by Supplier for compensation or extension of time under this Section 21 must be made in accordance with the requirements of Section 33.

22.INSURANCE

22.1 Insurance Requirements. Before commencing the Work under this Contract, Supplier shall procure and maintain at its own expense the following minimum insurance in forms and with insurance companies acceptable to Owner:

(a) Workers’ Compensation insurance for statutory obligations imposed by Workers’ Compensation, Occupational Disease, or other similar laws;

(b) ***:  *** per occurrence;

(c) Business Automobile Liability (for all owned, non-owned, hired, and leased vehicles): *** per occurrence;

18

(d) ***: *** per occurrence, and an aggregate, if any, of at least ***. The ***coverage shall insure the performance of the ***including specifically, but without limitation thereto, Section 23 entitled “Indemnification;” and 

(e) ***, where applicable, covering the *** being delivered by Supplier: *** per occurrence. Such coverage shall remain in force for a minimum of *** following termination of Work under this Contract.

22.2 Proof of Insurance. Upon execution of this Contract, Supplier shall provide to Owner’s Corporate Insurance Department, located at 701 Ninth Street, N.W. Washington, DC 20068, certificates of insurance acceptable to Owner with respect to the above insurance requirements, and with respect to subparagraphs (b), (c), (d) and (e) above, ***. Such insurance shall provide a ***, and allow ***.

22.3 Insurance for Subcontractors. Supplier shall maintain adequate insurance coverage for Subcontractors and shall require such Subcontractor(s) to maintain insurance consistent with the requirements of this Section 22.3.

23. COMPLIANCE WITH LAWS AND PHI REQUIREMENTS

23.1 Compliance with Employment Related Laws. Supplier shall comply with all applicable international, federal, state and local laws, rules, and regulations including, without limitation and incorporated by reference herein, Section 202 of Executive Order 11246 (41 CFR Part 60), Section 503 of the Rehabilitation Act of 1973 (41 CFR Part 741), the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (41 CFR Part 60-250), Public Law 95-507 (15 USC 637(d)), and all immigration laws pertaining to employment. Supplier shall certify, in writing, such compliance at Owner’s request.

23.2 Compliance with Safety Related Laws and Regulations. Supplier shall comply with Exhibit A attached hereto and with the federal Occupational Safety and Health Act (“OSHA”) Construction Safety and Health Standards, Construction Industry Standards (29 CFR part 1926), applicable General Industry Standards (29 CFR part 1910), and all other applicable laws, ordinances, rules, regulations, and orders of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury, or loss. Supplier shall furnish and erect all temporary barricades required by Federal, state, or local laws, ordinances, rules, or regulations, by any governmental authority or by System conditions. All such barricades shall be arranged so as to ensure the safety of all workers, persons, and property, and shall be removed by Supplier at the completion of the Services.

23.3 Maintenance of Records. Supplier shall, and shall require all its Subcontractors, to keep all records, file all reports and otherwise comply with all federal, state and local laws and regulations applicable to the Work including, without limitation, all laws and Executive Orders and pertinent rules and regulations adopted there under applicable to Suppliers. This Contract is deemed to include all provisions specifically required by law to be incorporated herein. If Supplier performs any work contrary to such laws or regulations, Supplier shall promptly, ***, modify its performance as necessary to so comply.

23.4 The Supplier affirms that, by entering into this contract, ***.

24. INDEMNIFICATION

24.1 Supplier Liability. Supplier shall have the responsibility and liability for any and all injury, loss or damage of any kind or nature whatsoever, direct or indirect, suffered by any person or tangible property (which terms for the purposes of this Contract shall respectively include, without limitation: any employees or agents of Supplier or of any of its Subcontractors; and any tangible property of Supplier, or of any of its Subcontractors, or tangible property of Supplier’s or Subcontractors’ employees or agents; and any tangible property of Owner, or of any of its suppliers, or its employees or agents) caused by ***.  The term ***, for the purposes of this Section, shall include without limitation ***.

24.2 Supplier Indemnification. Supplier hereby agrees to indemnify and hold harmless Owner and any and all of Owner’s directors, officers, employees, agents and servants, from and against any and all demands, claims, liabilities, damages, losses, judgments, costs or expenses (including attorney’s fees) incurred by the indemnitee in connection with injuries or damages to persons and/or property arising out of or resulting from any Work performed negligently hereunder (or any activity connected therewith) by Supplier, including without limitation such injuries or damages arising out of or resulting from negligence of Supplier’s Subcontractors and excluding such injuries or damages only to the extent required by law. Supplier agrees to defend, at its expense, any suit or action brought against Owner and/or any of Owner’s employees based on any such alleged injuries or damages to persons and/or property arising out of or resulting from Work performed hereunder (or any activity connected therewith) as set forth above. In the event that Supplier fails to assume Owner’s defense under the terms of this provision, it shall pay, in addition to the costs and expenses stipulated above, any and all

19

costs to Owner, including attorneys’ fees, in acting to enforce Supplier’s obligation hereunder, provided Owner gives Supplier Notice within 3 days after first knowledge of such claims. 

24.3 Owner Liability. Owner shall have the responsibility and liability for any and all injury, loss or damage of any kind or nature whatsoever, direct or indirect, suffered by any person or tangible property (which terms for the purposes of this Contract shall respectively include, without limitation: any employees or agents of Owner or of any of its suppliers; and any tangible property of Owner, or of any of its suppliers, or tangible property of Owner’s  or its suppliers’ employees or agents; and any tangible property of Supplier, or of any of  its Subcontractors, or their employees or agents) caused by ***. The term “***”, for the purposes of this Section, shall include without limitation ***

24.4 Owner Indemnification. Owner hereby agrees to indemnify and hold harmless Supplier and any and all of Supplier’s directors, officers, employees, agents and servants (“Indemnitees”), from and against any and all demands, claims, liabilities, damages, losses, judgments, costs or expenses (including attorney’s fees) incurred by the indemnitee in connection with injuries or damages to persons and/or property arising out of or resulting from any Work performed negligently hereunder (or any activity connected therewith) by Owner, including without limitation such injuries or damages arising out of or resulting from negligence of Owner’s  suppliers and excluding such injuries or damages only to the extent required by law. Owner agrees to defend, at its expense, any suit or action brought against Supplier and/or any Indemnitees based on any such alleged injuries or damages to persons and/or property arising out of or resulting from Work performed hereunder (or any activity connected therewith) as set forth above. In the event that Owner fails to assume Supplier’s defense under the terms of this provision, it shall pay, in addition to the costs and expenses stipulated above, any and all costs to Supplier, including attorneys’ fees, in acting to enforce Owner’s obligation hereunder, provided Supplier gives Owner Notice within 3 days after first knowledge of such claims.

25. PATENT INFRINGEMENT AND OTHER INDEMNIFICATION RIGHTS

25.1 Supplier to Pay Fees. Supplier shall pay all license fees and royalties that may be payable to a third party on account of the ***, and shall otherwise assume all costs incidental to the use of any invention, design, process, or device which is the subject of patent rights or copyrights held by others and are practiced or use by ***.

25.2 Indemnification by Supplier for Intellectual Property Claims. In the event of a third party claim, demand or allegation that (i) any aspect of the ***, *** (ii) the  manufacture, implementation, reproduction, use, sale, distribution or importation *** supplied under this Contract or otherwise used by Supplier or its contractors to perform  Work or create the System, or (iii) the authorized operation or use by or on behalf of Owner or Owner  Affiliated entities of the System or any part thereof, infringes  any patent, design  right, proprietary process, copyright or other intellectual property  right of a third party or misappropriates a trade secret or violates  any other proprietary information rights of a third party (each of the foregoing claims,  demands  or allegations, an “IP Claim”),   Supplier shall, promptly  and at it sole expense:

(a) Indemnify and hold harmless Owner, Owner’s Affiliated entities and their respective officers, directors, employees, and agents (each an “Owner Indemnitee”) from and against any such IP Claim and all liabilities, losses, damages, settlement payments, costs, expenses and attorneys’ fees arising or resulting therefrom, and

(b) Defend any suit or proceeding brought  against any Owner  Indemnitee based on such IP Claim  with competent  counsel  reasonably acceptable to Owner, and  pay all damages and costs awarded  therein  against an Owner Indemnitee and all settlement payments and expenses  relating  to such IP Claim provided  the settlement is approved by Supplier; and

(c) Should  the System,  or the operation of any components of the *** or the manufacture, implementation, reproduction use, sale, distribution, or importation of the System, or any part thereof,  be found  or alleged  or is reasonably likely to misappropriate or infringe  a third party’s intellectual property  rights, Supplier will (in addition  to its other obligations under this Section  25), at Supplier’s option and at no expense  to Owner,  either (i) procure for Owner and any applicable Owner  Indemnitee the right to continue to use the System and to continue to exercise all other rights pursuant  to this Contract, (ii) modify  the System  so that it becomes substantially equal  but non-infringing and non-misappropriating, or if the Supplier has failed after commercially reasonable efforts to effect the foregoing or if the continued use of the item subject  to the IP Claims has been enjoined,  (iii) cease the Work and/or  remove the  System  as reasonably directed  by Owner and refund to Owner the Contract Price and the transportation, installation and associated  costs thereof  (including that of any associated Material,  Supplier  Deliverable or good or article  that is dependent on or not needed or useful without the removed  items).

25.3 Exclusive Remedy. THE RIGHTS AND REMEDIES SET FORTH ABOVE AND IN SECTION 26 AND THE ESCROW RIGHTS GRANTED ELSEWHERE IN THIS CONTRACT CONSTITUTE THE ENTIRE OBLIGATIONS

20

OF SUPPLIER AND THE EXCLUSIVE REMEDIES OF OWNER CONCERNING PROPRIETARY RIGHTS INFRINGEMENT OR MISAPPROPRIATION RELATING TO SUPPLIER PRODUCTS AND SERVICES SUPPLIED HEREUNDER. NOTHING HEREIN LIMITS OWNER’S RIGHT TO EXERCISE AVAILABLE REMEDIES TO ENFORCE THIS INDEMNIFCIATION OR TO SEEK ALTERNATIVE REMEDIES IN THE EVENT SUPPLIER DOES NOT MAKE GOOD ON THE INDEMNIFICATION 

25.4 Related Items Supplied by Supplier. Supplier acknowledges that certain *** will be supplied by Supplier to a third party who will sell to Owner and Owner Affiliated entities utility meters that incorporate or work with such *** and that such *** an integral part of the ultimate system and network to be implemented by Supplier for Owner.  Supplier agrees that, to the extent Owner or an Owner Affiliated entity is the subject of a claim, demand or allegation by a third party that such ***.  Owner will reasonably notify Supplier of any such claim and will provide Supplier ***.  Should Supplier decline to do so or otherwise fail to act to defend the claim, Owner and Owner Affiliated entities shall have available all rights and remedies with respect to such claim.

25.5 ***. In addition to what is provided above regarding indemnification  and  “Related Items Supplied by Supplier,” Supplier agrees to ***.  Owner agrees that Supplier’s liability for damages and for settlement payments approved in advance by Owner that are payable to the third party in connection with any such claim against Owner or an Owner Affiliated entity under this paragraph shall not exceed the *** of any additional liability, up to a maximum aggregate of ***.  Nothing in this paragraph limits the right of Owner or an Owner Affiliated entity to seek and obtain indemnification and other remedies from the third party providers ***.

26. PROCEDURE FOR INDEMNIFCATION UNDER SECTIONS 24 OR 25

26.1 Notice. Promptly after an Indemnitee receives notice of any claim for which it will seek indemnification pursuant to this Contract, the Indemnitee will notify the Indemnitor of the claim in writing. No failure to so notify the Indemnitor will abrogate or diminish the Indemnitor’s obligations if the Indemnitor has or receives knowledge of the claim by other means or if the failure to notify does not materially prejudice its ability to defend the claim.

26.2 Right to Control. Within *** after receiving an Indemnitee’s notice of a claim, but no later than *** before the date on which any formal response to the claim is due, the Indemnitor will notify the Indemnitee in writing as to whether the Indemnitor acknowledges its indemnification obligation and elects to assume control of the defense and resolution of the claim (a “Notice of Election”). If the Indemnitor timely delivers a Notice of Election, the Indemnitor will be entitled to have sole control over the defense and resolution of the claim except as provided in this Section. Nothing in this Section will preclude the Indemnitee from participating in its defense and retaining its own counsel at its own expense.

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

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

27. TREATMENT OF CONFIDENTIAL INFORMATION

27.1 Use of Confidential Information. Each Party (the “Receiving  Party”) shall treat all Confidential Information of the other party (the “Disclosing  Party”) for all time and for all purposes as strictly confidential and held by the Receiving Party in confidence, and solely for the Disclosing Party’s benefit and use, and such Confidential Information shall not be used by the Receiving Party or directly or indirectly disclosed by the Disclosing Party to any third party except with the Disclosing Party’s prior written permission, provided, however, such Confidential Information may be provided as required by law, provided that the party required to disclose the information provides prompt notice and cooperates with the other party to enable the other party to prevent or limit such disclosure.  Supplier acknowledges that Owner may be required to disclose some or all of Supplier’s Confidential Information to Owner’s regulators, legislators, and other third parties as part of regulatory proceedings. In so doing, Owner will request a materially similar level of protection for such information as Owner would require for its own similar Confidential Information.

21

27.2 Return of Confidential Information. At the Disclosing Party’s request the Receiving Party shall return all Confidential Information to the Disclosing Party or provide a written certification that all such Confidential Information and/or copies have been destroyed. 

27.3 Remedy for Breach. The Receiving Party acknowledges and agrees that the Disclosing Party shall be irreparably harmed if the Receiving Party’s obligations under this Section 27 are not specifically enforced and that money damages would be inadequate to remedy any Contactor breach of such obligations. Therefore, the Receiving Party agrees and consents that, in addition to any other remedy that the Disclosing Party may have at law or in equity, the Disclosing Party may seek to enforce this Contract by injunction, restraining order, or other equitable remedy, which may be granted immediately upon commencement of a suit and without notice or prejudice to any other remedy the Receiving Party may have. The Receiving Party waives (a) the defense that damages at law will be adequate to remedy such breach or threatened breach of this Contract and (b) any requirement or entitlement to demand that the Disclosing Party post any bond in connection with any suit at equity to enforce the above provisions with respect to Confidential Infomation.

28. LICENSE  TO USE PROPRIETARY INFORMATION

28.1 License to Proprietary Information.  Supplier agrees to grant and hereby grants to Owner an irrevocable, non-transferable, non-exclusive, royalty-free license under all patents, copyrights and other proprietary information of Supplier related to the System now or hereafter owned or controlled by Supplier, but only to the extent reasonably necessary for the operation, of the System or any subsystem or component thereof designed, specified, or constructed by Supplier under this Contract.

28.2 License To Manufacturing Know-How.  The License described in Section 28.1 includes the perpetual grant to Owner of the right to use the Manufacturing Know-How, and all Supplier’s intellectual property rights related thereto, to manufacture or have manufactured Equipment (including all firmware and Software included in or necessary for operation of the Equipment) in the circumstances in which the Manufacturing Know­How is released from escrow pursuant to Section 28.3

28.3 Escrow and Release of Manufacturing Know-How

(a) Supplier shall deposit Manufacturing Know-How in escrow with NCC Group, Inc. (“Escrow Agent”). Supplier hereby agrees to update the escrow with the most up-to­date version, including all generally available improvements, and corrections, and the documentation thereto, as soon as reasonably possible after dissemination of the above to the general market place.  The escrow agreement shall provide Owner with the right to verify the completeness and accuracy of the escrow content.

(b) The Manufacturing Know-How will be released from escrow to Owner, at Owner’s request, upon the occurrence of one or more of the following events:

(i) (A) a receiver, trustee, or similar officer is appointed for the business or property of Supplier; or

(B) Supplier files a petition in bankruptcy, files a petition seeking any reorganization (without confirming immediately in writing to Owner that it will continue to maintain  the Software  in accordance with the terms of this Contract or any applicable maintenance agreement), makes an arrangement, composition, or similar  relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors; or

(C) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against  Supplier  and not stayed, enjoined, or discharged within 60 days; or

(D) Supplier takes any corporate action authorizing any of the foregoing; or

(E) any similar or analogous proceedings or event to those in sub paragraphs (A), (B), (C) above occurs in respect of Supplier  within any jurisdiction outside  the USA; or

(ii) Termination of this Contract by Owner pursuant to Section 20.3(a) (termination for Supplier Event of Default); or

(iii) If a force   majeure event prevents Supplier for performing a material obligation under the Contract for more than ninety (90) days.

22

(c) If the Manufacturing Know-How is released to Owner, Owner will pay Supplier  a Manufacturing Fee for any unit of Equipment manufactured by Owner, or for Owner, using the Manufacturing Know-How at the following per-unit rates: 

Residential Electric Meter NIC: ***

Commercial Electric Meter NIC: ***

Access Point: ***

Relay: ***

eBridge: ***

(d) The foregoing Manufacturing Fee shall not be payable with respect to Equipment that is purchased by Owner from licensed original equipment manufacturers (OEMs) of Supplier (e.g., meters purchased from meter manufacturers).

(e) Owner will report the number and type of Equipment units manufactured and pay the Manufacturing Fees to Supplier quarterly, within *** following the ***.

(f) If Owner elects to have the Manufacturing Know-How released from escrow pursuant to this Section, Supplier shall:

(i) provide reasonable and prompt assistance and cooperation to Owner to assist Owner to establish a source of Equipment supply using the Manufacturing Know-How and Supplier Material; and

(ii) At Owner’s  expense, provide Owner with engineering and consulting Services  relating  to  the  Manufacturing  Know-How  for  such  period  as Owner may request,  not to exceed ***.  Supplier may charge for such Services on a time and materials basis at the labor rates set forth in Exhibit K.

(g) Supplier and its successors and permitted assigns hereby covenant and agree not to assert against Owner or any of its officers, directors, employees, agents, contractors, suppliers, successors or assigns, ***, including ***.

(h) Upon release of the Manufacturing Know-How and Supplier Material from escrow pursuant to this Section, Owner may, directly or through its contractors and suppliers:

(i) Use the Manufacturing Know-How including including all Supplier intellectual property rights related thereto to manufacture or have manufactured Equipment solely for use by Owner in its service territory, and not for resale, and to maintain and support products and to improve, enhance and create derivative works of the various components of the Equipment.  ***. Owner shall execute such documents and take such steps as are reasonably requested by Supplier ***.

(ii) Enter  into  agreements  with  Supplier’s suppliers  for  the  continuing supply of System components  to Owner on substantially  the same terms and conditions  as those set forth  in the Supplier  Materials.   In addition, Owner shall be permitted to share access to the ***.

(iii) In  the  event  Supplier  ceases  to  continue  as  an  ongoing  concern, Owner  may  hire  Supplier’s  employees,  notwithstanding  any  non­solicitation provisions included elsewhere  this Contract.

(i) Owner’s obligation to pay the Manufacturing Fee to Supplier shall survive and continue despite any expiration or termination of this Contract.

28.4 Source Code Escrow.  Supplier has deposited a copy of the current version of the source code and relevant documentation for the Software in escrow with NCC Group, Inc. (“Escrow Agent”), Escrow Agreement Number:  38105. Supplier hereby agrees to update the escrow with the most up-to-date version, including all generally available improvements, and corrections, and the documentation thereto, as soon as reasonably possible after dissemination of the above to the general market place. Supplier certifies that said Escrow Agreement includes a provision which requires Escrow Agent to contact Supplier at least annually to notify Supplier of its continuing obligation to update the escrow as required herein.

28.5 Owner shall have the right to obtain from the Escrow Agent one copy of all Source Code and documentation for the Software that has been placed in escrow, under the following conditions:

(i) (A) a receiver, trustee, or similar officer is appointed for the business or property of Supplier; or

(B) Supplier files a petition in bankruptcy, files a petition seeking any reorganization  (without confirming immediately in writing to Owner that it will continue to maintain the Software in accordance with the terms of

23

this Contract or any applicable maintenance agreement), makes an arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors; or

(C) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against Supplier and not stayed, enjoined, or discharged within 60 days; or

(D) Supplier takes any corporate action authorizing any of the foregoing; or

(E) any similar or analogous proceedings or event to those in sub paragraphs (A), (B), (C) above occurs in respect of Supplier within any jurisdiction outside the  USA; or

(ii) If Owner determines  in its good faith discretion that Supplier has failed to or is unable to maintain said Software as per this Contract for a period of at least ***, Owner shall give written notice to Supplier, and  within ***, Supplier has still failed to maintain the Software as per this Contract; or

(iii) Supplier is in material breach of its obligations as to maintenance or modification of the Software  under this Contract or  any  maintenance agreement entered into in connection with the Software and has failed to remedy  such default  notified  by Owner  to Supplier  within  a reasonable period.

28.6 If there is a genuine dispute or disagreement among the parties as to Supplier’s performance under this Contract which cannot be settled by the parties before Owner obtains the right herein to acquire source code and documentation from Escrow Agent, the dispute shall be handled in accordance with Section 38, below.

28.7 In the event that Escrow Agent delivers under the escrow agreement herein, Escrow Agent shall deliver all information escrowed therein. The information delivered shall be subject to the license restrictions set forth in this Contract.

28.8 No Termination upon Bankruptcy. This Section 28 Escrow provision shall be deemed to be a “supplementary agreement” as contemplated in Section 365(n)(l)(B) of the Bankruptcy Code, 11 U.S.C. (the Code). In any bankruptcy action by Supplier, failure by Owner to assert its rights to “retain its benefits” to the intellectual property encompassed by the Software, pursuant to Section 365(n)(l)(B) of the Code, under an executory contract rejected by the trustee in bankruptcy, shall not be construed by the courts as a termination of the contract by Owner under Section 365(n)(l)(A) of the Code.

28.9 Treatment of Source Code upon Release from Escrow

(a) If Owner becomes entitled to a release of the Source Code from, Owner may thereafter correct, modify, update and enhance the Software (all of the foregoing collectively  the “Derivative Works”) for the uses permitted by, and subject to the terms of, the Software license granted to Owner under this Contract. All such Derivative Works created by or for Owner shall be owned by Supplier and licensed exclusively to Owner under the terms of this Contract, including the right to ***.  Owner shall execute such documents and take such steps as are reasonably requested by Supplier to perfect Supplier’s  ownership of the intellectual property rights in such Derivative Works.

(b) Owner shall keep the Source Code confidential and use it solely for the purposes set forth in this Contract and inform all employees who are given access to the Source Code by Owner  that the Source Code contains confidential trade secrets of Supplier and are licensed or provided to Owner as such.

(c) Owner shall restrict access to the Source Code to those employees and independent contractors of Owner who have agreed to be bound by confidentiality  and use obligations consistent with those set forth herein, and who have a need to access the Source Code in order to carry out their duties or provide services for Owner. In addition, Owner shall be permitted to ***.  Upon request by Supplier, Owner shall provide Supplier ***, and shall take all reasonable actions required to *** in the event of ***,  or to otherwise ***.

29. ACCEPTANCE

29.1 Acceptance Testing.  Following delivery and installation by Supplier of the Software on Owner’s system, Supplier shall certify in writing to Owner that the Software is ready for acceptance testing.  With Supplier’s assistance, Owner shall, within *** after receipt of such certification, operate the Software to determine whether:

(a) the Software meets the specifications and performs the functions, as set forth in Exhibit B.

(b) the Software is capable of running ***; and

(c) the documentation  for the Software meets the requirements of this Contract, including the Exhibits hereto.

24

29.2 Acceptance. If the Softwaresuccessfully meets these acceptance tests, the Owner shall notify the Supplier in writing within *** and the Software shall be deemed to be accepted (and the “Term” of this license shall be deemed to commence). If the Owner fails to give the Supplier notice of acceptance or nonacceptance within *** after written certification by the Supplier that the Software is ready for acceptance testing, the Software shall be deemed to be accepted by the Owner. 

29.3 Default. If the Software fails to meet any or all of the above-specified acceptance tests, the Owner shall forthwith notify the Supplier of such failure and the Supplier shall have *** thereafter in which to correct, modify, or improve the Software  to cause it to meet each such acceptance test and, thereafter, the Owner shall have *** in which to reconduct all of the acceptance tests specified  above. Owner may notify Supplier of said failures via verbal or written correspondence. Owner agrees to mail written notice to Supplier within *** after verbal notice is given to Supplier. This process shall be repeated  as may be reasonably necessary  until the Software is accepted  hereunder;  provided, however,  that if the ***, the Owner shall have  the right and option, following ***, to ***.

30. UPGRADES AND FUTURE PACKAGE OPTIONS

Supplier will provide both Software upgrades and enhancements under its Maintenance Agreement provided that Owner is subscribing to and paying for a Maintenance Agreement (Exhibit E).

31. OWNER’S RIGHT TO COPY AND FORM UPDATED WORKS

31.1 The licensed  Software  may be copied,  in whole or in part, for Owner’s  internal use in testing  and evaluating the licensed  Software  or for purposes  of back-up or archiving, provided, however,  that no more than three copies (or the number specified in the Software license  Agreement, whichever is larger),  will be in existence  under this Contract at any one time without  prior written consent of Supplier.

31.2 With reference to copies it makes of the licensed Software, Owner agrees to reproduce any of Supplier’s copyright notices  and any proprietary legends  appearing thereon, and to include  the same on all copies it makes  in whole or in part. If Supplier’s copyright notice appears in machine readable form, Owner agrees to reproduce such notice in same form in which  it appears  to  the extent it is physically possible  to do so.

31.3 Owner may merge any machine readable form of the licensed Software with any other program material to form an updated work in accordance with instructions or information received  from Supplier.  Any portion of the licensed Software  included  in an updated  work  is subject  to all terms herein.

32. DOCUMENTATION

32.1 Basic Required Manuals. Supplier will provide Required Manuals necessary to enable Owner to use, operate, and maintain the System. Supplier will provide Required Manuals in electronic format upon execution of this Contract. Within *** of availability, Supplier will provide electronic copies of updated Required Manuals.

33. CLAIMS

33.1 Notification of Claims. Events may occur, including but not limited to delays beyond the control of Supplier as described in Section 8 and/or Contract Change Authorizations initiated by Owner under Section 15, which Supplier believes constitute a material change from the Contract requiring an adjustment to Contract terms, Contract Price and/or Critical Path Schedule. Supplier may seek adjustments to Contract terms, Contract Price and/or Schedules only through use of the Owner Contract Change Authorization Form. Each such request shall be referred to herein as a “Claim.”

33.2 Compliance With Deadlines for Submission. Timely knowledge of the existence and extent of a Claim is necessary for Owner to take any required action to eliminate or mitigate the resulting costs. Therefore, failure by Supplier to submit its Claim, and any supporting data, within the deadlines set forth in this Section 33 shall constitute automatic waiver of the Claim by Supplier, unless Owner has or receives knowledge of the claim by other means or the failure to notify does not prejudice Owner’s ability to eliminate or mitigate the resulting costs of the claim.

33.3 Preliminary Notice of Dispute or Claim. Supplier shall provide preliminary written notice to Owner of all Claims arising under this Contract, whether involving law, fact, or both, or Extra Work, as soon as possible, but in no event not later than *** after the Supplier knew or should have known of the event giving rise to the dispute or claim; provided however, that if the Claim is of a *** and notice of the claim is not given as set forth above, the claim will be considered only for a

25

period commencing *** prior to the receipt by Owner of preliminary notice thereof; provided that failure to provide notice within the foregoing time frames will not relieve Owner of liability if Owner has or receives knowledge of the claim by other means, or if the failure to notify does not prejudice Owner’s ability to defend the claim. Preliminary notice of a Claim need not detail the amount of the claim, but shall state the facts surrounding the Claim in sufficient detail to identify the Claim, together with the character and scope thereof. 

33.4 Detailed Supporting Data. Detailed cost data supporting any payment requested from Owner must be submitted to Owner within *** of preliminary notice of the Claim. Continuing cost data supporting a request for payment must be submitted within *** of the the date that such cost data is available to Supplier. Claims will not be considered or paid for ***. It is the Supplier’s obligation to maintain records to substantiate the Claim.  

33.5 Owner Review of Claim. In conducting its review of Claims submitted by the Supplier, Owner may (a) request additional supporting data from the Supplier; and (b) obtain data or other information from Supplier and Subcontractors or others who have information related to the events or occurrences giving rise to the Claim. Supplier shall be required to cooperate in any review conducted by Owner. Failure by the Supplier to so cooperate may result in rejection of the Claim. Owner may, subject to its full and complete discretion, either (x) ***; (y) ***; or (z) ***.

33.6 Supplier Disagreement With Owner Resolution of Claim. If Supplier does not agree with Owner’s decision with respect to a Claim, it shall not allow such rejection to delay the Work, but shall notify Owner promptly in writing that it is proceeding with the component of the Work associated with the Claim under protest.

34. RELEASE OF LIENS

34.1 Supplier Release of Liens. Supplier shall provide, as a condition to payment by Owner of the Final Invoice, an executed release of liens in the form attached hereto as Exhibit F (“Supplier Final Release of Liens Certificate”) releasing Owner and its property from any and all claim or right of lien associated with labor and/or Material furnished by the Supplier or any of its Subcontractor Suppliers under the Contract. Supplier shall execute and deliver all such documents, if any, as may be required under local law to make the foregoing release effective and shall give all required notices to Subcontractors with respect to the foregoing release.

34.2 Subcontractor Compliance. Supplier shall also provide, as a condition to payment by Owner of the Supplier’s Final Invoice, executed releases of liens from Subcontractor Suppliers in the form attached hereto as Exhibit G (“Subcontractor Release of Liens Certificate”) that expressly provides the same waiver as provided by Supplier under the Supplier Release of Liens described in Section 34.1.

34.3 Lien Removal by Supplier. Should the Supplier’s Subcontractor Suppliers file a lien against Owner’s property, or any part thereof, as a result of providing labor and/or Material under this Contract, Supplier shall use reasonable efforts for promptly acting to remove any such lien through bonding, payment, or other legal action as required by Owner at Supplier’s expense.

35. NOTICES AND COMMUNICATIONS.

35.1 Notices. Any notice, demand for information or document required or authorized by this Contract to be given to a Party shall be given in writing and shall be sufficiently given if delivered by overnight mail, overnight courier, or hand delivered, or if sent to such Party by overnight mail, overnight courier or hand delivery to such other address as such Party may designate for itself by notice given in accordance with this Section 35.1. Any such notice shall be effective only upon actual receipt thereof by the addressee. The address for the delivery of notices and bills to each Party and the respective telephone and facsimile numbers are as follows:

(a) For Owner:

PHI Service Company

ATTN ***

5 Collins Dr

Carneys Point, New Jersey 08069

With Copies to:

PHI Service Company

General Counsel

26

701 9^th Street NW

Suite 1100

Washington, DC 20068

(b) For Supplier:

Silver Spring Networks

ATTN: Controller

575 Broadway Street

Redwood City, California 94063

With copies to:

Silver Spring Networks

ATTN: VP of Marketing

At the address indicated above.

and

Silver Spring Networks

ATTN: General Counsel

At the address indicated above.

36. LIMITATION OF LIABILITY AND REMEDIES

36.1 Disclaimer of Certain Damages. EXCEPT FOR ***, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF THIS CONTRACT, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

36.2 Dollar Limit on Most Liabilities. EXCEPT FOR ***, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY’S LIABILITY TO THE OTHER OR TO ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS CONTRACT, THE PRODUCTS OR SERVICES, EXCEED THE AMOUNTS PAYABLE BY CUSTOMER UNDER THIS CONTRACT TO A MAXIMUM OF *** REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON SUCH CONTRACT, WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE.

36.3 Dollar Limit on Certain Liabilities. IN THE CASE OF BREACH OF SECTIONS 6 (PRICES AND PAYMENT) OR 27 (TREATMENT OF CONFIDENTIAL INFORMATION), AND IN THE CASE OF INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 24 (INDEMNIFICATION) AND 25 (PATENT INFRINGEMENT AND OTHER INDEMNIFICATION), EACH PARTY’S LIABILITY SHALL BE LIMITED TO THE GREATER OF *** PAYABLE BY CUSTOMER UNDER THIS CONTRACT.

37. AUDIT

37.1 Supplier Maintenance of Supplier Records. Supplier shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Contract. All accounting and control systems shall be maintained in accordance with Generally Accepted Accounting Principals.

37.2 Audit Rights. During the term of this Contract and for *** thereafter. *** prior written notice and during Supplier’s normal business hours, shall have the right to conduct an audit of the relevant portions of Supplier’s books of account, in such a manner as not to interfere with Supplier’s normal business activities, to verify compliance with this Contract. Supplier shall immediately pay any overdue payments revealed by such audit(s). Except as set forth below, such audit(s) may be conducted no more than *** period. *** shall bear the costs of the audit; provided, however, if the *** shall pay the costs of such audit, and ***. All information obtained by Owner’ independent third party representative during any such audit shall be treated as Confidential Information as defined in Section 1.

27

37.3 Subcontractor Compliance. Supplier shall require all Subcontractors to comply with the provisions of this Section 37, by including in any written contract agreement the flow-down right of audit provisions by Owner or its representative. 

38. DISPUTES

38.1 Dispute Resolution.

(a) Informal dispute resolution. In the event a dispute arises between Owner and Supplier, the project team member(s) will first strive to work out the problem internally. If the project team cannot resolve the dispute within *** days, ***.  If the dispute is not resolved within *** after being escalated to the *** and the *** then the *** will meet with the *** to resolve the dispute.

(b) Notice of Dispute. Either Party asserting the existence of a dispute under this Contract not resolved in accordance with Section 38.1(a)(the “Dispute”) shall deliver a written Notice in accordance with Section 35 of this Contract (a “Dispute Notice”) to the other Party describing the nature and substance of the Dispute and proposing a resolution of the Dispute. The Party asserting a Dispute shall deliver a Dispute Notice within any applicable notice period for such Dispute to the extent specified in this Contract. In the absence of such notice period, the Dispute Notice shall be given as soon as practicable, but in no event later than *** after the Party delivering the Dispute Notice has actual knowledge of the fact or event from which the Dispute arises; provided that failure to provide notice within the foregoing time frames will not relieve the Party receiving the Dispute Notice of liability if such Party has or receives knowledge of the Dispute by other means, or if the failure to notify does not materially prejudice the receiving Party’s ability to respond to the Dispute Notice.

(c) Executive Negotiation. During the first *** following the delivery of the Dispute Notice (and during any extension agreed to by the Parties, the “Negotiation Period”) an authorized executive officer of Supplier (the “Supplier’s Executive”) and an authorized executive officer of Owner (the “Owner’s Executive”) shall attempt in good faith to resolve the Dispute through negotiations. If such negotiations result in an agreement in principle among such negotiators to settle the Dispute, they shall cause a written settlement agreement to be prepared, signed and dated (an “Executive Settlement”), whereupon the Dispute shall be deemed settled, and not subject to further dispute resolution.

(d) ***.  ***.

38.2 Litigation. The Parties reserve all rights to adjudicate any Dispute ***, in any court of competent jurisdiction, in an action at law or equity; provided, however, ***.

38.3 Other Dispute Resolution Procedures. Notwithstanding the provisions set forth above in this Section 38, the Parties may, by mutual agreement, submit any Dispute for resolution in any other manner that they may agree to in writing at the time such Dispute arises; provided, however, that a Party’s agreement to any such other dispute resolution procedure with respect to any particular Dispute shall not act; as a waiver of the right of any Party to have any other Dispute resolved in accordance with the Dispute resolution procedures set forth above in this Section 38.

38.4 Confidential Settlement Context. All negotiations, discussions, offers, counter’ offers, data exchanges, proposed agreements and other communications between the Parties in connection with any of the pre-litigation negotiations or other Dispute resolution procedures contemplated, by this Section 38 are to be deemed as having been made, exchanged and taken in confidence subject to the confidentiality provisions hereof. Without limiting the preceding sentence, all such communications shall be deemed to be in the context of attempting to settle a disputed claim, shall not be construed, or be admitted in evidence in any related ADR, litigation or other adversary proceeding, as an admission or agreement as to the liability of any Party to such proceeding.

38.5 Tolling of Statute of Limitations. The initiation of any Dispute resolution procedures under Sections 38.1(b) and 38.1(c), to the extent permitted by Applicable Law, shall, upon the delivery of a Dispute Notice (or other commencement event agreed to under Section 38.3 as the case may be), suspend the running of the statute of limitations, applicable to the Dispute described in such Dispute Notice until fourteen (14) calendar days after the conclusion of all such dispute resolution procedures expressly required by such Sections 38.1(b) and 38.1(c) or otherwise expressly agreed to under such Section 38.3, as the case may be.

38.6 Exception for Injunctive Relief. Notwithstanding the provisions set forth above in this Section 38, the requirement to submit Disputes *** pursuant to Sections 38.1(b) and 38.1(c)shall not apply if, and to the extent, that there exists an imminent threat of irreparable injury to a Party and that Party seeks and obtains a temporary restraining order or

28

preliminary injunction in a court of competent jurisdiction in an expedited proceeding in response to such threat; provided, however, in the event that a Party seeks but is denied such injunctive relief, or if such court otherwise determines, on motion of the defending Party or on its own, that the threat of irreparable harm was not so imminent as to preclude application of the *** and dispute resolution procedures in Sections 38.1(b), 38.1(c) and 38.1(d)then the Party that initiated such action shall reimburse the defending Party for its reasonable and documented attorney’s fees and related costs directly related to such court proceedings. 

39. MISCELLANEOUS

39.1 Severability. If any term or condition of this Contract shall be deemed to be unlawful or unenforceable by a Federal or state court or agency of competent jurisdictions, such determination shall have no effect on the validity and enforceability of the other terms and conditions of this Contract and the challenged term or condition shall be deemed deleted or modified to the extent necessary for such term or condition to be effective to the fullest extent.

39.2 Governing Law and Venue. This Contract is to be interpreted and enforced under the law of the Delaware and any dispute involving the Contract shall be heard in a court of competent jurisdiction in such jurisdiction.

39.3 Survival of Termination. The provisions of Sections 5, 6, 18, 24, 25, 26, 27, 33, 36, 37, 38 and 39 shall survive the termination (whether by completion of the Work or otherwise) of this Contract.

39.4 Non-Waiver. No waiver by a Party of any provision of this Contract shall be effective unless expressly contained in a writing signed by the waiving Party. Failure by a Party to enforce any provision of this Contract or to exercise any right arising out of this Contract shall not be deemed a waiver of that provision or right, or of any other provision or right, and no waiver by a Party of any breach shall be construed to be a waiver of any prior or succeeding breach.

39.5 Entire Agreement and Interpretation. This Contract constitutes the entire agreement between the Parties, and supersedes all prior proposals, agreements and understandings, whether oral or written, relating to the subject matter of the Contract.

39.6 Third Party Beneficiaries. The provisions of this Contract are intended for the sole benefit of Owner and Supplier and there are no third-party beneficiaries hereof.

39.7 ***.  Owner and Supplier will each use its reasonable best efforts ***, promptly *** and deliver or cause to be *** and delivered *** in addition to those required by this Contract, *** reasonably *** to implement any provision of this Contract.

39.8 Record Retention. Supplier agrees to retain for a period of *** from the *** all records relating to ***.

39.9 Merger of Prior Contracts. This Contract supersedes any other agreement, whether written or oral, that may have been made or entered into between Owner and Supplier relating to the System of the Work. This Contract and the Exhibits hereto constitute the entire agreement between Owner and Supplier with respect to the System, and there are no other agreements, representations, warranties or commitments with respect to the System except as set forth herein.

39.10 Counterpart Execution. This Contract maybe executed by the Parties hereto in any number of counterparts (and by each of the Parties hereto on separate counterparts), each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

39.11 ***. Any amount owed to Supplier by Owner or any of Owner’s Affiliates shall be subject to deduction by Owner ***.

39.12 Publicity. Supplier agrees that it will not, without the prior written consent of Owner, use in advertising, publicity or otherwise, the name or logo of PHI, or the name or logo of any affiliate of PHI, or refer to the existence of this Contract in any press release, website, advertising or promotional material. Supplier shall, within ***.

39.13 Independent Supplier. Owner’s methods, equipment, and facilities used by Supplier shall, at all times, be under Owner’s exclusive direction and control. Supplier’s relationship to Owner under this Contract shall be that of independent Supplier and shall not be construed to constitute Supplier, or any of its employees or Subcontractors, as an authorized representative, agent, associate, joint venturer, or partner of Owner.

39.14 Assignment. This Contract is not assignable by either Party without the written consent of the other Party; provided, however, that both Parties are permitted to assign this Contract without such consent in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its relevant assets, and both Parties shall be permitted to assign its rights and obligations hereunder to an Affiliate without the prior consent of the other Party.

29

Nothing in this Contract shall restrict the transferability of shares, or other interests in Owner or Supplier, or the issuance by either Owner or Supplier of additional shares. 

39.15 Binding Upon Successors. This Contract shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

39.16 Construction. This Agreement was prepared jointly by the Parties, and no rule that it be construed against the drafter will have any application in its construction or interpretation.

39.17 Counterparts. This Contract may be executed in two counterparts with the same effect as if both signing Parties had signed the same document. The counterparts shall be construed together and constitute the same instrument.

39.18 Authorization by Parties. By executing this Contract, each person whose signature appears below on behalf of a Party certifies that he / she is authorized by such Party to enter into this Contract and that such Party agrees to be bound by this Contract

30

In Witness Whereof, the Parties have caused this Contract to be executed by their duly authorized representatives as of the date(s) first forth below.

PHI SERVICE COMPANY
By:	Dennis R. Wraase
Name:	Dennis R. Wraase
Title:	Chairman of the Board and CEO
Date:	January 30, 2009
SILVER SPRING NETWORKS, INC.
By:	Scott A. Lang
Name:	Scott A. Lang
Title:	CEO
Date:	2-4-08

31

PHI SILVER SPRING NETWORKS TERMS AND CONDITIONS

FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM

TABLE OF EXHIBITS

EXHIBIT A – Safety

EXHIBIT B – Statement of Work (SOW)

EXHIBIT C – Software License Agreement

EXHIBIT D – Third-Party Software Deliverables and Terms

EXHIBIT E – Maintenance Agreement

EXHIBIT F – Supplier’s Final Release of Liens Certificate

EXHIBIT G – Subcontractor’s Release of Liens Certificate

EXHIBIT H – Contract Change Authorization Form

EXHIBIT I – NOT USED

EXHIBIT J – Description of SSN Equipment, Software, and System

EXHIBIT K – Pricing and Payment Schedule

EXHIBIT L – Hosting Agreement

EXHIBIT M – Source Code and Manufacturing Know-How Escrow Agreement

EXHIBIT A – SAFETY

EXHIBIT A — SAFETY

1. OVERVIEW: This document, Contractor Safety Requirements - Exhibit A, outlines the safety requirements for Contractors of Pepco Holdings, Inc., (PHI) and its affiliates (as designated on the face of the Purchase Order to which this document is attached). The Purchase Order, together with the applicable attached PHI Terms and Conditions, Statement of Work, this Exhibit A, and other documents which may be identified on the face of the Purchase Order, constitute the Contract. It is not the intent of PHI to identify, in this document, activities required for Contractors to be in compliance with Occupational Safety and Health Administration (hereinafter “OSHA”) regulations, or with other applicable federal, state or local statutes, regulations, or ordinances. This document is intended to reflect and to incorporate by reference PHI’s safety policies and procedures.

2. CONTRACTOR RESPONSIBILITY FOR COMPLIANCE:

a. Law - It is the Contractor’s sole responsibility to understand and to comply fully with all applicable federal, state and local statutes, regulations, and ordinances.

b. PHI Safety Requirements - It is the Contractor’s sole responsibility to understand and to comply fully with all applicable PHI safety procedures and safety handbook(s), including any site-specific requirements.

c. Project Specific Technical Safety Requirements - For any project there may be additional, and often more specific, safety requirements. It is the Contractor’s sole responsibility to understand and follow the project specific technical safety requirements, as communicated by PHI. In the event Contractor identifies a conflict or potential conflict between the project specific technical safety requirements and applicable law or general PHI requirements, Contractor should bring such matter to the attention of the PHI Representative (see paragraph 7(b), below) for resolution.

d. Qualified Employees - It is the Contractor’s sole responsibility to provide qualified, trained employees.

e. Contractor compliance with Sections 2(a) – 2 (d) above shall be considered a requirement of the contract. Failure to comply may be considered by PHI to be a breach of the Contract.

3. CONTRACTOR DEFINED: As used herein, Contractor shall refer to the Contractor, its employees, officers, agents, representatives and permitted assigns and subcontractors.

4. COSTS OF COMPLIANCE: The Contractor’s cost to provide the appropriate safety measures and to comply with the Law and PHIs Safety Requirements must be considered and included as an integral part of the bid/proposal submission.

5. DATA REQUESTS / OTHER REPORTING: PHI may periodically request certain workforce statistical data, including but not limited to: (1) Lost Time Incident (LTI) rate for workers; (2) Restricted Work rate; and (3) OSHA Recordable Incident (ORI) rate. Upon request, Contractor shall promptly provide such information to PHI.

6. CONTRACTOR SAFETY AT PHI (SOURCING AND COMMUNICATION):

a. Safety performance is a prime consideration in the selection of Contractors. Contractor safety begins with the selection of Contractors who have demonstrated a good safety record. As a general principle, PHI favors Contractors that have an EMR in the top quartile of the applicable service category.

b. PHI’s goal is to ensure that Contractors with both long-term or sustaining working relationships and those with short duration contracts share the same safety values and demonstrate those values through their work performance.

c. Safety communication covers all methods by which PHI and the Contractor communicate about safety and all methods by which Contractor in turn communicates with its employees, officers, agents, representatives and permitted assigns and subcontractors about safety. Communication begins early in the bidding phase and is on-going as an integral part of PHI’s relationship with its Contractors. PHI expects that such safety communication will be an on-going and integral part of the Contractor’s relationship with its employees, officers, agents, representatives and permitted assigns and subcontractors. The goal is to ensure clarity and to limit misunderstandings.

7. SAFETY COMPLIANCE:

a. PHI reserves the right to immediately remove any contractor employee(s) from all work on PHI contracts, whether present and/or future, if they violate any PHI rules, including all Cardinal Safety Rules enumerated in the Cardinal Safety Rule Policy.

1

b. PHI will include any additional safety and health performance requirements in the Purchase Order and will hold the Contractor accountable for meeting such contractual requirements. Such additional, specific safety requirements may include, but not be limited to, information included in bid specifications and pre-bid and pre-award documents, as incorporated into the Statement of Work, as well as the applicable PHI safety procedures and safety handbook(s), including any site-specific or project specific requirements, for the work to be performed by the Contractor.

c. As indicated in Section 2, above, safety compliance is the Contractor’s responsibility. PHI will assign a designated individual (hereinafter “PHI’s Representative”) to provide additional guidance and oversight to the Contractor.

d. PHI evaluates Contractor compliance by conducting routine and/or unannounced site visits, observing formal Contractor safety inspections, responding to reports of alleged non-compliance, and reviewing various aspects of the Contractor’s safety management program and similar quality management activities. PHI may perform formal audits and may issue formal evaluations. Contractor hereby agrees to cooperate with PHI in the performance of any such audit.

e. If a safety violation is observed by the PHI Representative, or a PHI employee, the violation will be discussed with the Contractor (as defined in Section 3, above) at the time of discovery.

f. If directed by PHI, the Contractor must immediately initiate corrective actions and implement measures to prevent a recurrence.

g. The Contractor shall monitor individual Contractor personnel in order to be able to identify those with poor safety records. Individuals who repeatedly violate safety rules shall be removed from the project. Individuals who commit a single serious violation of a safety rule(s) should also be considered for removal depending on the circumstances involved. PHI reserves the right to require the removal of such individual(s) from similar current PHI projects and to bar such individual(s) from future PHI projects or sites.

h. If a Contractor is observed to be operating in a manner that creates, or could reasonably be expected to create, an imminent danger to persons or property, the PHI Representative or a PHI employee observing the hazard is empowered to stop the job or that portion of the job impacted until the issue has been resolved to the satisfaction of PHI’s Representative.

i. The Contractor shall, immediately upon receipt of any safety-related citations or notices incurred on the project, notify and forward such citation or notice to PHI’s Representative. The Contractor shall also immediately notify PHI of any governmental safety or environmental inspection.

j. Willful and/or repeat violations of safety requirements by the Contractor may be considered by PHI, in its sole and exclusive discretion, to be a breach of the contract and reason for immediate suspension of work, removal from the project, contract modification or termination, and/or removal from PHI’s approved bidder’s list in PHI’s sole and exclusive discretion.

k. If the Contractor’s overall safety performance is determined by PHI, in its sole and exclusive discretion, as unsatisfactory or noncompliant with contract provisions, or if the Contractor is unwilling to demonstrate to PHI’s satisfaction, sufficient safety program improvement, such behavior may be considered a breach of the contract and reason for suspension of work, removal from the project, contract modification or termination, and/or removal from PHI’s approved bidder’s list in PHI’s sole and exclusive discretion.

8. GENERAL REQUIREMENTS:

a. As indicated in Section 2, it is the Contractor’s responsibility to comply fully with the Law and with PHI’s Safety Requirements.

b. In cases where there is more than one method of compliance with a given safety rule or regulation, the Contractor may deviate from PHI practices only if it can demonstrate to PHI’s Representative that the alternative practice provides an equal or greater margin of safety. Any such deviation must be expressly approved by PHI’s Representative prior to utilization of the practice.

c. PHI may provide more detailed information and guidance regarding any specific procedures prior to commencement of work.

9. ADMINISTRATIVE REQUIREMENTS:

a. Pre-Bid Meeting - Where a Pre-Bid meeting is coordinated by PHI, bidders will be provided with an opportunity to review applicable safety requirements and specific safety issues concerning the project, including but not limited to PHI procedures, safety handbooks and known site conditions. Where a Pre-Bid meeting is not held, and or subsequent to a Pre-Bid Meeting but prior to responding to the Request for Proposals (hereinafter “RFP”), Contractor may request further information or documentation from PHI, which responses will be shared with all bidders.

2

b. Safety Plan - Contractors who are bidding to perform work which PHI has designated as requiring a project-specific Safety Plan shall submit the plan with its response to the RFP or Bid. Such Plan will be approved as part of the bid award process. At a minimum, the Safety Plan shall include the following elements:

1. Roles and Responsibilities – Identification of who will be responsible for project safety oversight and such individual’s qualifications. For multi-Contractor work-sites, each Contractor is responsible for its employees, officers, agents, representatives and permitted assigns and subcontractors. The Safety Plan shall clearly state the scope of this responsibility.

2. Scope of Work (SOW) – The plan must specifically identify the elements of the SOW for which the plan is applicable.

3. Task and Hazard Identification - Significant tasks to be performed by the Contractor as well as anticipated hazards and/or exposures shall be identified.

4. Hazard Mitigation Procedures and Work Methods - For each hazard or exposure identified, the Contractor shall specify measures that will be taken to mitigate such hazards or exposures. A table format may be used to organize and present the task, hazard, and mitigation steps. For example:

Location:	Substation Yard
Task		Hazard	Mitigation Steps
Material Handling		Contact with overhead energized lines/equipment	Off-load in the clear and have a safety observer present

5. Incident Analysis and Reporting – Specifically include, at a minimum, any unique or special incidental analysis or reporting that might arise out of the SOW.

6. Compliance Monitoring – Contractor shall define any unique or special methods necessitated by the SOW which will ensure that employees, officers, agents, representatives and permitted assigns and subcontractors will achieve safety compliance.

c. Contractor Orientation – Contractor Orientation is intended to serve as a communications forum to identify PHI safety requirements and the resources / references applicable to the specific contract work to be performed. This orientation session is not intended to train Contractor’s management, its employees, or subcontractors.

1. The extent and content of the orientation session shall be commensurate with the scope and type of the Contractor’s activities and may include an orientation video(s).

2. The Contractor’s management representative responsible for the performance of the work shall attend the orientation session.

3. After the completion of the orientation session, and prior to commencement of the work, an appropriate Contractor management representative shall certify in writing that:  (1) the Contractor has been informed of PHI safety requirements; (2) that employees, officers, agents, representatives and permitted assigns and subcontractors have the appropriate qualifications to perform the work; and (3) the Contractor agrees to comply with all applicable safety requirements. The Contractor shall complete and return the safety acknowledgment form provided at the orientation.

d. Project Kickoff – When deemed necessary by PHI, a pre-construction or project kickoff meeting will be held with the Contractor prior to the commencement of work. At the meeting:

1. The parties will review and discuss the Contractor’s Safety Plan, if one was required.

2. Hazard mitigation measures will be reviewed; work will not commence until these hazards have been adequately addressed. The meeting will address the methods by which compliance will be achieved in accordance with applicable safety requirements.

3. When requested, the Contractor shall exchange an Emergency Call List with PHI. The list must contain 24-hour contact information for key Contractor and PHI personnel. This list will be distributed to all appropriate parties.

4. For facility service contracts, a review of associated safety issues and specific facility issues, restrictions or practices, such as evacuation procedures will be addressed. Any changes in the facility that may affect the safety of Contractor or PHI employees or third parties will be communicated immediately.

e. Safety Meetings and Job Safety Briefs - During the periods when work is being performed, the Contractor shall conduct regular safety meetings with their employees and subcontractors. In addition, each crew shall conduct job safety briefs: (1) prior to each day’s work; (2) when there are changes to the work order or plan; (3) and/or when a new worker joins the crew. Documentation of such job safety briefs shall be readily available at the job site for inspection and retained for the duration of the project or thirty (30) days, whichever is longer.

3

10. INCIDENT REPORTING AND INVESTIGATION:

a. An Incident is an unplanned event that results in, or could potentially result in, (1) harm to people; (2) damage to property; and/or (3) adverse public impact.

b. There are four categories of Incidents:

1. Injury / Illness – an event or occurrence that causes harm to a person or persons;

2. Property Damage – an event or occurrence that causes damage to property, whether owned by PHI, the Contractor, another Contractor, or the public;

3. Adverse Public Impact – an event or occurrence that disrupts service to the public or result in adverse publicity or public reaction;

4. Near-Miss – an event or occurrence which had the potential under different circumstances to any of the above.

c. A Hazardous Condition is a condition that requires actions to rectify and requires further investigation in accordance with this Section, in order to prevent such Hazardous Condition from becoming an Incident.

d. If an Incident occurs, the first priority is to minimize exposure of personnel and/or the public to the potential for additional injury or consequence and to ensure that the injured receive medical treatment. Contractor shall report promptly any Incident(s) to PHI’s Representative.

e. Incident Reporting - The PHI reporting requirement outlined herein does not substitute for any applicable legal reporting requirements. In the event of an Incident, the Contractor shall collect and immediately provide to PHI the following information.

1. What happened?

2. Who and how many people were injured or became ill?

3. What treatment was administered?

4. What was the nature and seriousness of the injury / illness?

5. Where did the incident occur?

5. When did the incident occur (date, time of day)?

6. Were there any witnesses?

7. Whether a governmental agent appeared at the work site in connection with the Incident.

f. Incident Investigation – If directed by PHI, the Contractor shall conduct an investigation that will identify contributing factors relating to the Incident and the corrective actions that will be taken to prevent recurrence. Such investigation shall be completed within the time period required. The results of the investigation shall be described in a report prepared by the Contractor and provided to PHI. The Contractor may use its internal incident reporting forms, however, PHI reserves the right to require reports be submitted in a form acceptable to it after discussion with the Contractor.

4

EXHIBIT B – STATEMENT OF WORK (SOW)

Pepco Holdings Inc., (PHI) AMI Technology

Statement of Work (SOW) with Silver Spring Networks (SSN)

Table of Contents

1	Product/Service Strategy
2	Approach, Methodology, and Capacity to Deliver
3	AMI System Information Specifications
4	AMI System Specifications
5	AMI *** Specifications
6	*** Specifications
7	*** Specifications
8	AMI *** Specifications
9	Glossary

Pepco Holdings, Inc. 1 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

1 Product/Service Strategy

1.1 Semi-annually, SSN will provide PHI with a revised roadmap that includes but is not limited to product strategy, product plan, and product road map for the *** including ***, ***, ***, and ***.

1.1.1 NIC.

1.1.1.1 The NIC will provide access to all data stored in the ***.

1.1.1.2 ***.

1.1.2 Electric Meters.

1.1.2.1 *** of all electric meter programming will be made available by 3Q 2009 and electric meter firmware will be made available by 4Q 2009.

1.1.2.2 By mid July 2009, ***.

1.1.2.3 SSN will assist PHI with the ***.

1.1.3 ***.

1.1.3.1 Provision of *** for PHI’s meter population as defined in the table in section 6.2.4.

1.1.3.2 Provision of *** for the *** by Q4, 2009.

1.1.3.3 Provision of high-end commercial module by Q3 2009.

1.1.3.4 ***.

1.1.3.5 ***.

1.1.3.6 ***.

1.2 SSN will implement a users group by Q 1, 2009 and facilitate meetings of this group on an annual basis.

Pepco Holdings, Inc. 2 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

2 Approach, Methodology, and Capacity to Deliver

2.1 Project Management – SSN:

2.1.1 SSN will assign a PHI-dedicated resource as Project Manager for the full deployment – from initial planning through to project acceptance. The Project Manager is the main resource for planning and implementing the project, and will be the main point of contact between PHI and Silver Spring Networks and partners.

2.1.2 SSN will assign a management team to support the Project Manager consisting of (1) ***, (2) ***, (3) ***, and (4) ***.

2.1.3 SSN will implement at a minimum the following project team with roles and responsibilities of each defined below. SSN to ensure that project team is adequate to meet all responsibilities defined in this SOW.

Project Manager.

SSN assigns a Project Manager who becomes a dedicated resource for the full deployment – from initial planning through to project acceptance. He or she is the main resource for planning and implementing the project, and would be the main point of contact for PHI. The SSN Project Manager’s focus will be to ensure the following:

· Efficient communication between the PHI and SSN teams

· Management of the project schedule

· Management of SSN resources

· Quality of SSN products and services

To aid the SSN Project Manager in project success, a team is gathered around him/her and consists of some of the most experienced and competent individuals in the utility industry. Team members include:

Field Engineer(s) - The Field Engineer will be responsible for overall network design and deployment to include field survey, oversight of network device and endpoint installation and training of PHI or contractor personnel in proper installation techniques.

Customer Service and Training Representative(s) - The Training and Customer Service Lead will use the UtilityIQ® (UIQ) software to monitor the system initially and train PHI employees on this process.

Systems Integration Lead - This individual will work directly with PHI and manage an internal team of integration engineers to integrate SSN applications with SSN back office applications.  *** . The SSN System Integration Manager’s focus will be to scope, design, document, implement and deliver integration of SSN applications with PHI’s applications.

Technical Support Lead - is responsible for the provisioning of all SSN network and endpoint components during deployment. This individual assures that all devices are properly configured and tested to assure the highest possible quality and compliance with the agreed upon acceptance criteria.

*** - ***.

*** - ***.

Network Applications Manager - This individual will work with PHI to scope, design, document, implement and deliver networks to meet PHI’s requirements, based on SSN products and technologies. They will provide guidance on hardware specifications to meet performance and scalability requirements and work with PHI’s network and IT teams to educate them on the technical details of the SSN wireless mesh network, variety of WAN backhaul options, and end-to-end data flows from endpoints (e.g. meters) to the back-office data centers.

2.1.4 PHI has the right to approve or request replacements for SSN project resources.

2.2 Project Management – PHI. PHI will assign a SSN-dedicated resource as Project Manager for the full deployment - from initial planning through to project acceptance.

2.2.1 The Project Manager is the main resource for planning and implementing the project, and will be the main point of contact between Silver Spring Networks and PHI.

Pepco Holdings, Inc. 3 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

2.2.2 PHI will assign a management team to support the Project Manager consisting of a Project Sponsor and appropriate business and domain experts. 

2.3 Procedures and Processes. SSN will document procedures and process maps for customer support, change control, troubleshooting (whether the problems stem from system, meter, or installation), and RMA / Warranty further support successful implementation.

2.3.1 SSN will provide independent documentation for ***.

2.3.2 PHI will approve procedures and process maps for implementation.

2.4 Communications. SSN will track and communicate project activities and task completion during weekly meetings with PHI beginning after contract execution using tools that include ***.

2.4.1 The items listed in 2.4 above are rolled into ***.

2.4.2 SSN will provide ***. PHI and SSN will ***. SSN will provide ***.

2.5 PHI and SSN will formally communicate via the following schedule (final distribution lists to be provided by PHI):

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

2.6 SSN will not publically communicate any information about the AMI Solution at or for PHI without the permission of PHI.

2.7 Scope Changes. When the need arises for potential changes in the scope, schedule or budget, ***, ***.

2.8 SSN will draft and provide to PHI an initial implementation plan that outlines the steps required from contract execution to *** installation. SSN will further draft and provide to PHI an initial project plan that outlines all steps required from contract execution to completion of ***.

2.9 Materials Forecasting and Ordering Process.

2.9.1 Purchase of Equipment. During the term of this Agreement, PHI may order Equipment *** from SSN through the issuance of a purchase order (“Purchase Order”) specifying the type and quantity of Equipment ordered, the shipment destination and the requested delivery date. The requested delivery date shall be at least *** after the date the purchase order is accepted unless otherwise agreed in writing. Each purchase order shall be accepted or rejected by SSN in writing within *** after receipt by SSN. PHI may not cancel or modify any purchase order after it has been accepted unless mutually agreed in writing by both PHI and SSN.

2.9.2 Forecasts. PHI will work with SSN to develop a written inventory ordering and inventory management process that provides reasonable forecasting and reasonable assurance of supply. PHI will provide an initial *** forecast no less than *** prior to the delivery date of the initial Equipment. PHI will provide SSN a rolling ***. All forecasts are for planning purposes only and are non-binding upon PHI.

2.9.3 SSN monthly shipment schedule to PHI. At the beginning of each month, SSN will provide to PHI electronically a schedule of shipments during that month for all Equipment.

2.9.4 SSN confirmation of shipment to PHI. Upon shipment of any Equipment to PHI, SSN will notify PHI electronically.

2.9.5 Inspection and Acceptance or Rejection. PHI shall inspect the Equipment within *** (the “Inspection Period”) to ascertain correct quantities and visible damage or deviation from the Purchase Order. Upon notice to SSN within the Inspection Period, SSN agrees to replace all damaged or incorrect Equipment and deliver, at SSN’s expense, replacement Equipment in order to meet the correct quantities. Such replacement deliveries shall be completed within a reasonable time from the receipt by SSN of PHI’s notice. Failure by PHI to provide such

Pepco Holdings, Inc. 4 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

notice to SSN within the Inspection Period shall constitute acceptance of the Equipment in the applicable shipment; provided that such acceptance shall not prejudice PHI’s warranty rights articulated in the PHI-SSN Terms and Conditions for Supply and Install of a Smart Grid System. 

2.9.6 SSN will provide a data file to PHI documenting appropriate Equipment information. PHI and SSN will work together to define the content of this data file. PHI will import such file into ***.

2.9.7 Changes in Equipment. SSN may at any time add, replace, or delete Equipment from its Product line *** and may at any time change the specifications for any Equipment ***, provided, however, that any such additions or replacements shall satisfy the requirements of section 4.2.5.

2.10 AMI System Deployment Period - Delaware. SSN will deploy a fully operational AMI solution in the Delmarva Power & Light (DPL) – Delaware. Deployment of approximately ***.

2.11 AMI System Deployment Period – remainder of PHI service territory. PHI desires to deploy a fully operational AMI solution in the following segments of the PHI service territory; however, such deployment is contingent upon receipt of appropriate regulatory approvals. For advance planning purposes, such additional deployments would consist of the following:

2.11.1 Potomac Electric Power Company (Pepco) – Maryland. Deployment of approximately *** in the Pepco Maryland Service territory.

2.11.2 Delmarva Power & Light (DPL) – Maryland. Deployment of approximately *** in the DPL service territory.

2.11.3 Potomac Electric Power Company (Pepco) – DC. Deployment of approximately *** in the Pepco service territory.

2.11.4 Atlantic City Electric Company (ACE). Deployment of approximately *** in the ACE service territory.

2.12 Flexibility of schedule. PHI has identified, to the best of its knowledge, the anticipated AMI solution deployment schedule. PHI anticipates that this schedule will change periodically due to regulatory guidance. PHI will update SSN as schedule changes occur.

3 AMI System Information Specifications

3.1 Electric Metering

3.1.1 Electric days are defined as 24-hour periods from 12:00 Midnight Eastern Prevailing Time of one day to 12:00 Midnight Eastern Prevailing Time of the subsequent day.  ***.

3.1.2 Interval Data

3.1.2.1 Interval data is defined as incremental consumption data occurring during defined interval and register values used to define incremental consumption data as stored in the C12.19 tables of the meter.

3.1.2.2 The system supports 5, 15, 30, and 60-minute interval data recording *** provided that the meters selected by PHI support this number of recording channels

3.1.2.3 Resolution. The system provides a minimum resolution of one watt-hour register reads, provided that the meters selected by PHI support this resolution.

3.1.2.4 Delivery Per Billing Cycle. The system communicates *** all 15-minute billing cycle interval data ***.  The system communicates *** all 15-minute billing cycle interval data ***.

3.1.2.5 Daily Delivery. The system communicates *** all daily 15-minute interval data ***.

3.1.2.6 Hourly Delivery. The system communicates *** all 15-minute interval data ***.

3.1.2.7 15-Minute Delivery. The system communicates *** all 15-minute interval data ***.

3.1.2.8 5-Minute Delivery. The system communicates *** all 5-minute interval data ***.

3.1.2.9 Time Accuracy. The system provides time accuracy of interval data to ***.

3.1.2.10 Configurability. The system will *** change system wide communications interval length as well as interval recording channel types and quantities and interval recording length by individual meter, and batch of meters, remotely ***.

Pepco Holdings, Inc. 5 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

3.1.3 Demand 

3.1.3.1 The system communicates peak kW demand reading as defined in the meter and as stored in the C12.19 tables of the meter.

3.1.3.2 Delivery Per Billing Cycle. The system communicates *** all billing cycle demands for ***.  Billing cycle demand register is remotely reset following successful billing cycle read.  ***.

3.1.3.3 Time Accuracy. The system supports time accuracy of demand period to ***.

3.1.3.4 Configurability. The system will *** change demand interval length and demand calculation method by individual meter, and batch of meters, remotely ***.

3.1.4 Time-of-Use

3.1.4.1 The system communicates the TOU registers and associated demand values associated with each TOU register as defined in the meter and as stored in the C12.19 tables of the meter.

3.1.4.2 Delivery Per Billing Cycle. The system communicates *** all time-of-use data ***.  Billing cycle demand registers are remotely reset following successful billing cycle read.  ***.

3.1.4.3 Time Accuracy. The system supports time accuracy of demand period ***.

3.1.4.4 Configurability. The system will *** enable, disable, and change peak, intermediate, and off-peak time-of-use periods by individual meter, and batch of meters, remotely ***.

3.1.5 Coincident Demand

3.1.5.1 The system communicates Power Factor, kVAR, and kVA at kW demand peak interval as defined in the meter and as stored in the C12.19 tables of the PHI selected meter.

3.1.5.2 Delivery Per Billing Cycle. The system communicates *** all billing cycle coincident demands ***.  Billing cycle coincident demand register is reset following successful billing cycle read.  ***.

3.1.5.3 Time Accuracy. The system supports time accuracy of demand period ***.

3.1.5.4 Configurability. The system will *** change demand interval length and demand calculation method by individual meter, and batch of meters, remotely ***.

3.1.6 Bi-Directional Metering

3.1.6.1 The system supports communication of delivered and received coincident demand and interval data recorded by the meters selected by PHI per requirements 3.1.1 through 3.1.5.4 for the entire PHI electric meter population.

3.1.6.2 The system will *** changing the programming of a meter from unidirectional to bi-directional ***.

3.1.7 Net Metering

3.1.7.1 The system supports derivation of net energy consumption (or communication of net consumption as calculated by the meter), communication of demand and coincident demand, and recording of interval data, per requirements 3.1.1 through 3.1.5.4 by means of delivered minus received bi-directionally metered quantities of 3.1.6.

3.1.7.2 The system stores values for each register configured on the meter, including Energy Delivered, Delivered + Received, and Delivered - Received, or any other register that may include net values.

3.1.7.3 The system will *** support remotely changing the programming of a meter from net metering to bi-directional metering ***.

3.1.8 Reactive Power

3.1.8.1 The system supports communication of reactive energy (kVAR and kVARh) consumption, demand, coincident demand, and interval data as defined in the meter per requirements 3.1.1 through 3.1.5.4 for the commercial and industrial meter population.

3.1.8.2 The system will *** support remotely changing the ability to enable and disable reactive power, provided the meters selected by PHI support such Reactive Power recording and remote configuration.

Pepco Holdings, Inc. 6 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

3.1.9 Apparent Power 

3.1.9.1 The system supports communication of apparent energy (kVA and kVAh) consumption, demand, coincident demand, and interval data as defined in the meter per requirements 3.1.1 through 3.1.5.4 for the commercial and industrial meter population.

3.1.9.2 The system will *** support remotely changing the ability to enable and disable apparent power, provided the meters selected by PHI support such Apparent Power recording and remote configuration.

3.1.10 On-demand Data Access. The system supports remotely initiated request for any available meter and system data.

3.1.10.1 On-demand Energized Meter Verification

3.1.10.1.1 The system communicates the real time energized status of an individual meter on request ***.  The system timestamps all requests and responses.

3.1.10.1.2 The system communicates the real time energized status per the following table. The system timestamps all requests and responses.

***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***

3.1.10.1.3 The SSN system shall indicate if the cause for a failed request to verify the energized status of an endpoint meter ***.

3.1.10.1.4 Energized meter verification automatically times-out *** or after a PHI remotely configurable duration greater than ***.

3.1.10.2 On-demand Meter Read

3.1.10.2.1 The system communicates, on request, any available meter registers (including register read, consumption, demand, coincident demand, specific day interval data, meter/system status, meter events, power quality measures, voltage) of an individual meter, or batch of meters as stored in the C12.19 tables of the PHI selected meters. The system timestamps requests and responses.

3.1.10.2.2 The system delivers on-demand meter read data for a single meter ***.

3.1.10.2.3 The system delivers on-demand meter read data for up to *** within *** of request initiation.

3.1.10.2.4 For failed data reads, the system communicates the failure reason, ***.  The system communicates cumulative failure statistics over a user-defined time period.  ***.

3.1.11 Power Outage Detection and Notification

3.1.11.1 The system detects, timestamps, and reports the loss of, power.

3.1.11.2 Definition of Power Loss

3.1.11.2.1 Power loss is any event ***.

3.1.11.2.2 The system will communicate power fails ***.

3.1.11.3 The scale of the outage does not impact message delivery latency.

3.1.11.4 Outage detection notification for each meter will be available from the system head-end within the post-detection latency and reliability ***.

3.1.11.4.1 Single Meter Sustained Outage (Single No-light Secondary Outage). Outage detection notification is available from the system head-end ***.

Pepco Holdings, Inc. 7 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

3.1.11.4.2 Multiple Meter or Transformer Sustained Outages of Less Than 100 Meters. Outage detection on a scale of 10 to 100 meters***. 

3.1.11.4.3 Small Scale Sustained Outage (Multiple Primary Outages). Outage detection notification is available from the system head-end ***.

3.1.11.4.4 Medium Scale Sustained Outage (Primary Outage). Outage detection notification is available from the system head-end ***.

3.1.11.4.5 Large Scale Sustained Outage (Primary Outage). Outage detection notification is available from the system head-end ***.

3.1.11.5 Outage Detection Mode. SSN will implement in the UIQ Outage Detection System module the ***.  This capability will be implemented in such a way that it can be enabled or disabled *** made available to PHI.

3.1.11.6 Outage Detection Algorithm. The UtilityIQ outage detection component allows PHI to ***.

3.1.11.7 Time Recording. The system dates and time stamps detection of outage events at the device ***.  The NIC records date and time stamp of an outage event in its event log and transmits that log upon the next scheduled reading.

3.1.11.8 Event Filtering.

3.1.11.8.1 ***.

3.1.11.8.2 Momentary outages are categorized as *** lasting less than 60 seconds, while a sustained outage would be *** longer than 3 or 5 minutes (IEEE 1366).

3.1.11.9 At the meter level, the last gasp messages are timed ***.

3.1.11.10 Outage notification is event driven ***.

3.1.11.11 The NIC embedded in the device attempts to send last gasp ***.

3.1.11.12 For battery backed devices, loss of power *** will be issued ***.

3.1.11.13 Outage detection capability for network components ***.

3.1.12 Blink / Momentary Outage. Momentary interruptions are defined as a reduction of line-side voltage ***.

3.1.12.1 Blink/Momentary reporting is initiated by the meter.  ***.

3.1.12.2 Counts: The system captures and maintains a count of momentary interruptions.

3.1.12.3 The system reports momentary interruption counts on-event ***.

3.1.12.4 Events: The system captures and reports the date and time of each momentary interruption on the occurrence of each event by meter.

3.1.13 Power Quality and Voltage Monitoring and Reporting

3.1.13.1 The meter monitors line-side RMS voltage and the system communicates on a daily basis ***.

3.1.13.2 The system communicates sag and swell information ***.

3.1.13.3 The system communicates power quality and voltage deviation events with date and time stamping ***.

3.1.13.4 The system communicates voltage and current harmonic distortions recorded by the meter ***.

3.1.13.5 The system communicates line side to neutral RMS voltages for each power supply line to the meter ***.

3.1.13.6 The system reports Pst & Plt as recorded by the meter selected by PHI as defined by IEEE 1453 ***.

3.1.13.7 ***.

3.1.14 Power Restoration Detection and Notification

3.1.14.1 The system detects, time stamps and reports the restoration of power.

Pepco Holdings, Inc. 8 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

3.1.14.2 Definition of Power Restoration. 

3.1.14.2.1 NICs are programmed to send a restoration message ***.

3.1.14.2.2 The system will make available in *** and *** to detect *** as enabled by the meter provided ***.

3.1.14.3 Delivery of restoration notification ***.

3.1.14.4 Restoration detection notification for each meter is available from the head-end system ***.

3.1.14.4.1 Restoration After a Single Customer Sustained Outage (Single No-light Secondary Outage). Power restoration notification is available from the system head-end ***.

3.1.14.4.2 Restoration After a Multiple Secondary or Transformer Sustained Outages of Less Than 100 Customers. Power restoration notification is available from the system head-end ***.

3.1.14.4.3 Restorations After a Small Scale Sustained Outage (Multiple Primary Outages). Power restoration notification is available from the system head-end ***.

3.1.14.4.4 Restoration After a Medium Scale Sustained Outage (Primary Outage). Power restoration notification is available from the system head-end ***.

3.1.14.4.5 Restoration After a Large Scale Sustained Outage (Primary Outage). Power restoration notification is available from the system head-end ***.

3.1.14.5 Time Recording. System dates and time stamps detection of restoration events at meter, ***.

3.1.14.6 NICs are programmed to send a restoration message ***.

3.1.15 Revenue Integrity Monitoring

3.1.15.1 The system monitors the load and metering equipment, makes available status of all such monitoring ***.

3.1.15.1.1 Reverse Energy. The system detects reverse power flow on a meter programmed or operating as a non-net energy meter or non-bidirectional energy meter.

3.1.15.1.2 ***.

3.1.15.1.3 On-demand. All monitoring activities are available via on-demand ***.

3.1.15.1.4 Configurability.  *** system will *** remotely modify monitoring properties and event reporting thresholds by individual meter, and/or batch of meters, ***.

3.1.16 Remote Disconnect and Reconnect.

3.1.16.1 The system supports the execution of remote disconnect and reconnect functions by individual meter or volumes of meters per the latencies in the following table.

Pepco Holdings, Inc. 9 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***

3.1.16.2 The system confirms execution of remote disconnect or reconnect functionality and logs the position of the disconnect switch.

3.1.16.3 The residential meters selected by PHI will not close the reconnect switch if load-side voltage is detected (by the meter) in a meter with an open reconnect switch.

3.1.16.4 Cycle Count. The meter selected by PHI maintains a non-volatile count of the number of remote disconnect switch cycles.

3.1.17 Monitoring of Meter Problems. The system communicates recording and daily collection and notification of meter register and diagnostic information. This information, depended upon the meter selected by PHI may include ***.  Register and diagnostic information recorded by the meter will be communicated by the NIC ***.

3.2 Gas Metering

3.2.1 Gas days are defined as 24-hour periods from 10 AM Eastern Prevailing Time of one day to 10 AM Eastern Prevailing Time of the subsequent day. All data requirements will deliver complete gas day data, *** and export the anchor register read along with the interval data to IEE.

3.2.2 Cumulative Volume (CCF, MCF)

3.2.2.1 Delivery Per Billing Cycle. The system communicates *** all billing cycle cumulative volume data ***.  The system ***.

3.2.2.2 Daily Delivery. The system communicates *** all cumulative volume data ***.

3.2.2.3 Time Accuracy. The system communicates time accuracy of interval data ***.

3.2.2.4 Configurability. The system can change the gas day to any 24-hour period, system wide, with data delivery latencies as pre-defined herein ***.

3.2.3 Interval Volume Gas Data (Gas General, Gas Medium and Large Volume Firm and Gas General, Medium and Large Volume Transportation Customers —CCF, MCF)

3.2.3.1 Delivery Per Billing Cycle. The system communicates *** all billing cycle interval volume data ***.

3.2.3.2 Daily Delivery. The system communicates *** gas interval data ***.

3.2.3.3 Time Accuracy. The system provides time accuracy of interval data ***.

3.2.3.4 Configurability. The system changes interval recording channel quantities and interval recording length by individual meter, and batch of meters, remotely ***.  The system provides the ability to change periodic hourly delivery based on definition of gas day per 3.2.2.4.

3.2.4 Corrected Consumption

3.2.4.1 The system provides corrected gas consumption where pressure/temperature correctors are used. ***.

3.2.4.2 The SSN IMU is interoperable with gas compensation devices that expose a Form A or Form C relay output or with devices that emit an electronic pulse.

Pepco Holdings, Inc. 10 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

3.2.4.3 The SSN IMU supports register reading***. 

3.2.5 Uncorrected Consumption.

3.2.5.1 The system provides uncorrected consumption where pressure/temperature correctors are used.

3.2.5.2 The SSN IMU is interoperable with gas compensation devices that expose a Form A or Form C relay output or with devices that emit an electronic pulse.

3.2.5.3 The SSN IMU supports register reading ***.

3.2.6 Gas Pressure

3.2.6.1 The system will provide the capabilities of monitoring and reporting meter inlet-side gas static pressures ***.

3.2.6.2 The system will provide the ability to detect, date and time stamp ***.

3.2.6.3 The system will support on event and daily the delivery of gas pressures *** events.

3.2.6.4 Configurability. The system will support remote configurability of event delivery frequency and of event threshold values.  ***.

3.2.7 Revenue Integrity Monitoring

3.2.7.1 The system monitors the consumption and metering equipment ***.

3.2.7.2 ***.  The Gas IMU can be configured for ***.

3.2.7.3 ***.  The Gas IMU can be configured ***.

3.2.7.4 Battery Alarm. The Gas IMU detects imminent battery failure.  ***.

3.2.7.5 High/Low Flow Alarm. The Gas IMU detects remotely configurable high and low flow conditions and detects instrumentation alarms from gas correctors.  ***.

3.2.7.6 Loss of Communication. A report in UIQ can be run ***.

3.2.7.7 ***.  

3.2.7.8 Runaway or peak usage detection. The Gas IMU detects a Runaway or Peak Usage condition for individual meters. A runaway meter rate can be configured ***.

3.2.7.9 ***.

3.2.7.10 Revenue integrity alerts are event driven, transmitted upon occurrence, and displayed in UtilitylQ. Revenue integrity alerts are available via query of UIQ on-demand.

3.2.7.11 Configurability. The system changes monitoring properties and event reporting thresholds by individual IMU, or batch of IMUs, remotely.  ***.

3.3 Home Area Network (HAN) and Demand Response

3.3.1 Facilitation of HAN and DR communications. The HAN Interface is located in the NIC integrated with the electric meter. The SSN NIC incorporates a HAN gateway interface under glass supporting a 2.4 GHz ZigBee Pro module.

3.3.1.1 The endpoint firmware includes IEEE 802.15.4 chipset support.

3.3.1.2 The SSN solution has the ability to support *** 2.4GHz ZigBee Pro Smart Energy Profile, ***.

3.3.2 Devices.

3.3.2.1 Programmable Controllable Thermostats. The system will communicate with any PCT that conforms to the ZigBee Pro Smart Energy Profile.  ***.

3.3.2.2 In-Home Displays. The system will communicate with any In-Home Display that conforms to the ZigBee Pro Smart Energy Profile.

Pepco Holdings, Inc. 11 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

3.3.2.3 Direct Load Control devices. The system will communicate with any Direct Load Control device that conforms to the ZigBee Pro Smart Energy Profile. 

3.3.2.4 The system will communicate with any other device that conforms to the ZigBee Pro Smart Energy Profile.

3.3.3 ***.

3.3.4 SSN will provide tools to test the communications to each of the devices in the home ***.

3.3.5 SSN will work with partners to jointly deliver a solution for range extenders or repeaters ***.

3.3.6 Latency of communications. The solution is expected to provide the following latencies of communication to a HAN and/or DR device and communication of acknowledgement from the same device to PHI. ***.

3.3.6.1 Communication with one device ***.

3.3.6.2 Communication with 1,000 devices ***.

3.3.6.3 Communication with 100,000 devices ***.

3.3.6.4 Communication with a large percentage of devices ***.

3.3.7 Message success.  The solution provides a *** success rate for ZigBee Pro communications with a HAN and/or DR device compliant with ZigBee Pro Smart Energy Profile.

3.3.7.1 Messages sent from UIQ provide confirmation on message delivery and receipt by a HAN or DR device.

3.3.7.2 ***.

3.3.8 Han messaging.

3.3.8.1 *** support communications to in-premise devices such as in-home displays that are capable of displaying messages. Communication include but are not limited to critical peak pricing events, energy rates, outages, and energy costs consumption, and utility messaging.

3.3.8.2 *** support communications from a premise in-home display to Utilityl Q such as user overrides of load control signals, election into PHI offered demand response or energy efficiency programs.

3.3.8.3 The system supports polling of the electric meter by the in-home display at a configurable frequency for purposes of displaying usage information.

3.3.8.4 Pricing signals. The solution supports load and price control signals designated for the in-home display.  ***.

3.3.9 Premise devices and premise gateways communicate with the meter locally via ZigBee Pro Smart Energy Profile communications, ***.

3.3.10 *** support firmware upgrades to HAN devices via the Firmware Upgrader within UtilityIQ. The system will support firmware upgrade of HAN devices conformant with the ZigBee Pro Smart Energy Profile standard for such upgrade ***.

3.3.11 Security.

3.3.11.1 The system utilizes ZigBee Pro and SEP encryption to ensure cyber security during device communications.

3.3.12 Federal Communications Commission (FCC) Regulation. The system operates and will continue to operate within all FCC Regulation limits.

3.3.13 Device addressing and control.

3.3.13.1 The system supports both individual and group addressability.

3.3.13.2 The system supports grouping of end-points, including in-premise devices, ***.

3.3.13.3 Messaging and control events can be addressed to both individual devices and groups of devices.

Pepco Holdings, Inc. 12 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

3.3.14 ***. 

3.4 Pre-payment

3.4.1 The AMI solution supports pre-payment for energy whereby customers pay for the energy prior to use (obtain credit) and service may be disconnected upon the exhaustion of credit ***.

3.4.2 The AMI solution facilitates pre-payment via the meter selected by PHI which makes use of the remote disconnect/connect switch and usage monitoring capabilities.

3.4.3 The AMI solution supports override of the service disconnect and/or reconnect remotely upon receipt of additional prepaid funds, prepaid meters’ integration with the AMI system, and in-premise display ***.

3.4.4 In-Home Displays. Pre-payment communications are dependent on the availability of a ZigBee Pro Smart Energy Profile pre-payment cluster.

3.4.4.1 The system is capable of communicating energy consumption and pre-payment information to the in-home display.

3.4.4.2 The system is capable of providing pre-pay customers with notice of when pre-pay credit is expected to be exhausted.

3.5 Load Limiter

3.5.1 The system supports the ability to limit consumption via optional remote service disconnect switch open/close capability ***.

3.5.2 Load limiting is supported via the opening of the remote service disconnect switch and disconnection of load by the meter selected by PHI when the load exceeds a specified threshold.

3.5.3 Load Limit Threshold. The load limit threshold is remotely configurable in the meter selected by PHI based on magnitude and duration.  ***.

3.5.3.1 ***.

3.5.4 Upon load limit threshold excursion, the meter selected by PHI will open the remote service disconnect switch for a specified duration.

3.5.5 Load Disconnect Duration. The meter selected by PHI supports a remotely configurable load disconnect duration in seconds. This parameter determines the duration of the disconnect prior to re-closure of the remote service disconnect switch.

3.5.6 Load Limit Lockout. The meter selected by PHI supports a remotely configurable load limit lockout which governs the maximum number of load limit remote service disconnect switch open/close cycles within specified period of time. The number of cycles and the time period (in hours) within which they will occur for lockout is remotely configurable in the meter selected by PHI. Lockouts leave the remote service disconnect switch open and the load disconnected and will be reported upon occurrence. The system supports the ability to clear lockouts remotely.

3.5.7 The meter selected by PHI will reclose the remote service disconnect switch after the duration specified in the meter.

3.5.8 The meter selected by PHI will not reclose the remote service disconnect switch if load-side voltage is detected by a meter whose remote service disconnect switch is open.

3.5.9 Load Limit Enable. Independently of the load limit threshold(s), the system supports a universal enabling or disabling of load limiting functionality.  ***

3.5.10 Cycle Count.  The system maintains a non-volatile count of the number of remote disconnect switch cycles.

3.5.11 Time Accuracy. Time accuracy of all load-limiting durations ***.

3.5.12 Configurability. The system supports the configuration of all load-limiting parameters by individual meter, or batch of meters, remotely ***.

Pepco Holdings, Inc. 13 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

3.6 Distribution Automation 

3.6.1 Communications protocol. SSN’s network communications infrastructure and mesh LAN is capable of transporting DNP 3.0 in the following configurations: Master/Slave, Peer to Peer and Multi drop.

3.6.2 eBridge.

3.6.2.1 The eBridge device is the interface between the SSN AMI network communications infrastructure and any DNP 3.0 communications protocol enabled device.

3.6.2.2 The eBridge device provides an Ethernet and serial interface.

3.6.3 Devices

3.6.3.1 SSN eBridge devices can be seen in UIQ as a Bridge device. The devices can be pinged via UIQ.  ***.

3.6.3.2 UIQ is the communications manager for the eBridge devices.  ***.

3.6.3.3 All devices used in a DA or SCADA application join the network in a very similar fashion as the NIC enabled devices.  ***.

3.6.4 Configurability. The system changes monitoring properties and event reporting thresholds by individual eBridge device, or batch of eBridge devices, remotely.  ***.

3.6.5 Latency of communications.  ***.

3.6.6 Reliability of Communications.  ***.

4 AMI System Specifications

This section describes the overall requirements of the AMI system and applies to meters, Gas IMUs, demand response devices, communications network, data collection (or head-end system) software and hardware.

4.1 System Availability and Quality

4.1.1 AMI System Operating Life. The operating life of the system ***.  The system will remain operational, *** for an additional *** years *** in order to enable replacement of the system at end-of-life ***.  The total extended operating life of the system is ***.

4.1.2 Quality Control.

4.1.2.1 SSN will continue to use its established ISO 9001-2000 Quality Control Program to universally mandate standards through a set of well-defined audits.

4.1.2.2 All SSN hardware products have completed the EVT and DVT stages successfully. All future products will complete EVT and DVT stages successfully before releasing to PHI. NICs and Gas IMUs are FCC Part 15.247 and IC certified.

4.1.2.3 ***.  Additionally, each of SSN’s technology partners employs its own quality standards and procedures. SSN policy is to engage only qualified Contract Manufacturers (CM) who are ISO 9001 certified.  ***.

4.1.2.4 SSN strategy for hardware quality assurance is ***.

4.1.2.5 For deployments that SSN is responsible for, SSN will utilize quality benchmarking for comparing actual vs. planned quality performance at various stages of the projects life-cycle.  ***.

4.1.3 Predictive/ Preventative Reliability.

4.1.3.1 UtilityIQ®, provides reports *** The AMI system produces reports which are capable of analyzing system level performance ***.

4.1.3.2 For each device UIQ provides ***.

4.1.3.3 UtilityIQ® software provides a whole suite of meter management functions ***.

4.1.3.4 The SSN system reports all electric meter-identified errors and diagnostics (which vary by meter brand and model) ***.

Pepco Holdings, Inc. 14 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

4.1.3.5 Alerts/alarms/events are displayed in UtilityIQ. ***. 

4.1.3.6 ***.

4.1.3.7 SSN also offers a *** detail, summary, and historical forms.

4.2 System Engineering

4.2.1 Engineering/Operating Requirements. SSN will comply with all PHI engineering, operating requirements concerning installation of equipment on PHI facilities, obtaining access to substations and other facilities, and adhering to operating rules and requirements involving safe contact with PHI equipment and gas facilities and power lines.

4.2.2 Open Standards. SSN will continue to utilize the open standards already implemented in its solution. SSN will endeavor in good faith to utilize open standards in future versions of its solution.

4.2.3 Upgrade Capability.

4.2.3.1 All devices in the system, including but not limited to relays, access points and end-point devices such as NICs, Gas IMUs, and eBridges, are capable of remote and on-site software and firmware upgrades via UtilityIQ without service interruption. Capability for remote meter firmware upgrade will be made available *** support firmware upgrades to HAN devices via the Firmware Upgrader within UtilityIQ. ***.

4.2.3.1.1 ***.  

4.2.3.2 Firmware images.  ***.  All upgrades are logged and tracked, allowing the operator full transparency into the status of each device on the network.

4.2.4 Scalability.  The AMI System is scalable ***.

4.2.4.1 ***.

4.2.5 System Interoperability.

4.2.5.1 Subject to Section 4.2.5.2, each element of the System that is intended or required to interact with or otherwise work as part of a functioning system will be compatible with, will remain compatible through its version upgrades, and will work together as components, of an integrated and operable System so as to meet the System warranties provided hereunder.

4.2.5.2 The warranty in Section 4.2.5.1 does not apply to any incompatibility caused by any modifications to any element of the System made by PHI or third parties without SSN’s written instruction or approval.

4.3 System Management.

4.3.1 System Management.

4.3.1.1 The solution utilizes standard SNMP 3.0 or greater, *** in the back office to manage and monitor the entire solution from head end systems all the way through to SSN NICs and Gas IMUs.

4.3.1.2 SSN will provide APIs into the management and reporting functions within UIQ for purposes of integration with PHI’s enterprise level network management application.

4.3.2 Tools. Relays, access points and end-point devices such as NICs, and eBridges, are configured and upgraded on-site via the Communications Analysis Test Tool application run on a laptop connected to the FSU (Field Service Unit). Gas IMUs are configured using a handheld device or laptop which also uses the FSU. The electric meters selected by PHI are configured and upgraded on-site using the tools provided by the meter manufacturer.  ***.

4.3.3 Network Communication System (APs, Relays, e Bridges). The AMI system supports remote (system head-end) diagnostics ***.  The AMI system supports local (onsite) diagnostics ***.

4.3.3.1 ***.

4.3.3.2 Communications Testing. SSN will provide the CATT (Communications Analysis Test Tool) application run on a laptop connected to the FSU (Field Service Unit) which includes all necessary *** tools, ***.

Pepco Holdings, Inc. 15 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

4.3.3.3 Utility IQ® (UIQ) provides the capability to ping “backbone” devices (Access Points and Relays) ***. 

4.3.3.4 For each AMI device, UIQ provides schedule statistics ***.

4.3.3.5 The system will report battery operation ***.

4.3.3.5.1 ***.

4.3.3.6 Reporting is device driven by the NIC.

4.3.4 Meters/NICs/IMUs. The AMI system supports local (onsite) and remote (system head-end) diagnostics ***.

4.3.4.1 ***.

4.3.4.2 Communications Testing. SSN will provide the CATT (Communications Analysis Test Tool) application run on a laptop in which is installed the FSU (Field Service Unit) tools for onsite communications ***.

4.3.4.3 Installation and Maintenance. SSN will provide the CATT (Communications Analysis Test Tool) application run on a laptop in which is installed the FSU (Field Service Unit) tools ***.

4.3.4.4 MANTIS (Meter and NIC Test In Shop) is a tool for verifying NIC and electricity meter operational status.  It enables the enables the utility meter shop to conduct quality sample testing on new meters and to assess field returned meters. MANTIS is available now and will be provided to PHI.

4.3.4.5 RATT (Rotational Accuracy Test Tool) is intended for use by the utility meter shop to test newly manufactured Gas IMUs ***.

4.3.4.6 Reporting is event driven by individual NIC or Gas IMU.

4.3.5 SSN will provide the tools referenced above to PHI. ***.

4.4 AMI Communication Network

4.4.1 General Communication System Requirements.

4.4.1.1 Communications Interference. The AMI system will detect potential interference issues ***.

4.4.1.2 Federal Communications Commission (FCC) Regulation. The AMI system is FCC certified to operate within all FCC Regulation limits.

4.4.1.3 Interference Management. The AMI system has been tested to ensure that it will not cause any harmful interference to other systems.  ***.

4.4.1.4 Radiation Exposure. The AMI system has been tested and certified to ensure that devices and installations are within the acceptable Human Exposure limits within PHI’s service territory.  ***.

4.4.1.5 Two-Way Communications. The system support full two-way communications across the communications network (LAN, WAN, and Backhaul).

4.4.1.5.1 All electric, demand response, load management, and distribution automation end points support full two-way communications from end-point device to head-end system.

4.4.1.5.2 All gas end-points support two-way communications from end point device to head-end system.  ***.

4.4.1.6 The proposed WAN/Backhaul supports multiple network types.  

4.4.1.7 Bandwidth.  The AMI Solution communicates ***.

4.4.2 Prioritization of messages.

4.4.2.1 The SSN system supports *** prioritization ***.

4.4.2.2 *** priority levels are available.

4.4.2.3 Prioritization is managed by remotely ***.

4.4.2.4 ***.

Pepco Holdings, Inc. 16 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

4.4.3 Communication Path.  ***. 

4.4.4 Discovery.

4.4.4.1 The AMI system supports automatic discovery of all endpoint devices ***.

4.4.4.2 The AMI system supports automatic discovery ***.

4.4.4.3 The AMI system supports automatic discovery of network communications equipment (relays and access points).

4.4.4.4 Auto-discovering will be completed ***.

4.4.5 Registration and Activation. ***.

4.4.5.1 Meters/Gas IMUs are imported into UIQ ***.

4.4.5.2 ***.

4.4.5.3 ***.

4.4.5.4 ***.

4.4.5.5 ***.

4.4.5.6 ***.

4.4.6 ***.

4.4.7 Redundancy and Failover ***.

4.4.8 Backhaul Communications

4.4.8.1 Public Networks

4.4.8.1.1 No licensing or certification is required to utilize public network backhaul for communications from the Access Point to PHI.

4.4.8.1.2 SSN will verify that public network backhaul communications is available at all Access Points.

4.4.8.2 Private Networks

4.4.8.2.1 SSN supplies a standard electrical Ethernet interface for connection to the PHI broadband wireless backhaul radio.

4.4.8.2.2 SSN will assist PHI in the evaluation of potential wide area networks to support SSN’s Access Point.  ***:

· ***

· ***

· ***

· ***

***:

· ***

· ***

· ***

· ***

4.5 System and Data Security

4.5.1 AMI System Security.

Pepco Holdings, Inc. 17 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

4.5.1.1 The AMI system incorporates authentication, authorization, encryption, and detailed logging and ***. 

4.5.1.2 The AMI system *** for securing the manufacturing and provisioning (when the device first comes up in the network) processes ***

4.5.1.3 Once a device is operational, it uses ***.

4.5.1.4 The AMI system uses *** to maintain confidentiality of both transmitted and stored data in the system. ***.

4.5.1.5 At the database end ***.

4.5.1.6 UtilityIQ® uses a web-based presentation ***.

4.5.1.7 UtilityIQ uses role-based security levels ***.

4.5.2 Data Integrity.

At the application layer, end-to-end data integrity ***.

SSN has deployed ***.

***.  SSN implemented a well-documented procedure to generate ***.

***.

***.

4.5.3 Data Security.

4.5.3.1 All SSN assets storing or displaying customer confidential information ***.

4.5.3.2 Role-based access ***.

4.5.3.3 All SSN web services are secured ***.

4.5.3.4 Any critical customer information ***.

4.5.3.5 ***.

4.5.4 ***.

4.5.4.1 UtilityIQ supports user authentication and authorization ***.

4.5.4.2 ***.

4.5.5 Access History. The AMI system tracks access histories (logs) ***.

4.5.6 Security Administration. ***.

4.5.6.1 UtilityIQ password functionality ***.

4.5.7 Intrusion Detection. ***.

4.5.8 Physical Security. ***.

4.5.9 Virus Protection. ***.

4.5.10 Denial of Service Attack Protection. ***.

4.5.11 Testing/Certification. ***.

4.5.12 Encryption.***:

***

***

***

***

***

Pepco Holdings, Inc. 18 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

***

***

*** ***.

5 AMI Network Communications Equipment Specifications

This section pertains to all devices deployed for the collection, storage, transport, and aggregation of data to meet the AMI System Requirements.

5.1 Infrastructure. SSN commits to the proposed network communications infrastructure and confirms that quantities are sufficient to achieve the performance and functional requirements of this SOW. SSN is responsible for the provision of additional network communications infrastructure at no cost to PHI if required to meet the requirements of this SOW. ***.

5.2 Equipment Standards: All Network Communications Equipment meet the following equipment standards:.

5.2.1 Environmental

5.2.1.1 Operating and Storage Temperature: -40° to +85° Celsius

5.2.1.2 ***

5.2.1.3 ***

5.2.1.4 ***

5.2.2 ***

5.2.2.1 ***

5.2.2.2 ***

5.2.2.3 ***

5.2.3 The system utilizes NEMA 4x (IP65) rated enclosures for enclosures housing devices installed outdoors.

5.2.4 Connectivity Options. SSN facilitates carrier backhaul (CDMA,EV- DO.1XRTT) and an Ethernet option that requires an RJ45 interface for all access points.

5.3 Data Storage and Extraction

5.3.1 ***.

5.3.2 Data is extracted on-site from the SSN NIC using the CATT (Communications Analysis Test Tool) application run on a laptop in which is installed the FSU (Field Service Unit) in the event of network communications or equipment failure.

5.4 Power Supply

5.4.1 All network communications equipment, outside of a substation, will be capable of connecting to a main ***.

5.4.2 All network equipment is capable of operating ***.

5.4.3 All network equipment utilizes battery backup capable of maintaining system integrity ***.

5.5 Network Equipment Battery Replacement

5.5.1 ***.

5.6 Upgrade Capability

5.6.1 Relays and access points are remotely configurable and flash upgradeable via the UtilityIQ® (UIQ) host.

5.6.2 Relays and access points are configured and upgraded on-site via the CATT (Communications Analysis Test Tool) application run on a laptop in which is installed the FSU (Field Service Unit).

5.7 Certification Compliance

5.7.1 All network communications equipment in the AMI system is FCC certified to operate within all FCC Regulation limits FCC FCR 15.247.

Pepco Holdings, Inc. 19 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

5.8 Failure Rate 

5.8.1 ***.

5.9 Diagnostics

5.9.1 The AMI system supports local (onsite) and remote (system head-end) ***.

5.9.1.1 ***.

5.9.1.2 On-site tools include the CATT (Communications Analysis Test Tool) application run on a laptop in which is installed the FSU (Field Service Unit) ***.

5.9.1.3 The remote diagnostic tools, such as on-demand “pings” and on-demand “reads”, reside in the application software UtilityIQ®.

5.9.1.4 The remote diagnostic tools reside in the application software Network Element Manager (NEM).

5.9.2 All SSN hardware devices are compatible with SNMP 3.0 or greater standards ***.

5.10 Time Synchronization

5.10.1 All network communications equipment is time synchronized ***.

5.10.2 When time is synchronized at the NIC or Gas IMU, ***.

5.10.3 Time synchronization of the NIC or Gas IMU occurs ***.

5.10.4 Configurability. ***.

5.11 Installation and Testing

5.11.1 Technical Documentation. SSN will supply all necessary documentation and updates for installation, testing, troubleshooting and operation of each device.

5.12 Operations and Maintenance

5.12.1 ***.  Upgrades and fixes to the firmware can be done over the air, eliminating the need for field support for this purpose.

5.12.2 UIQ has the capability to ping ***.

5.12.3 ***.

5.12.4 ***.

5.12.5 UIQ tracks Events across the system and displays them in an Event Viewer. ***.

5.12.6 SSN will train PHI personnel on using the diagnostic reports, alert mechanisms, and troubleshooting tools outlined in section 5.12.1.

5.12.7 PHI will provide field support ***

5.12.8 SSN will provide process flows, detailed step-by-step instructions, recommendations ***.

5.12.9 A history log of all network device access ***.

6 End-point Device Specifications

6.1 Network Interface Card (NIC)

6.1.1 The NIC will be integrated into electric meters selected by PHI and will support all functionality defined in this SOW.

6.1.2 The NIC has both NVRAM (FLASH, non-volatile) and PSRAM memory *** for storage of meter data, NIC configuration and application firmware.

6.2 Gas IMUs

6.2.1 Measurement. SSN gas Interface Management Unit (IMU) facilitates measurement and collection of hourly register reads per the detailed requirements in 3.2.

Pepco Holdings, Inc. 20 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

6.2.2 Data Storage. 

6.2.2.1 The Gas IMU has both NVRAM (FLASH, non-volatile) and PSRAM memory *** for storage of meter data, IMU configuration and application firmware.

6.2.2.2 Each Gas IMU utilizes non-volatile NVRAM memory for storing and retaining *** consumption data.

6.2.2.3 ***.

6.2.2.4 The IMU retains its static configuration data without loss or degradation, whether powered and un-powered. This configuration data is retrievable when the IMU is powered.

6.2.2.5 Loss of power does not affect the meter’s mechanical index dials.

6.2.3 Communications.

6.2.3.1 IMUs can be triggered via magnet to enter a mode that allows a service person to interrogate the IMU when onsite.

6.2.4 Products.

6.2.4.1 SSN commits to delivery of IMUs for all PHI gas meters ***.

6.2.4.2 ***.

***	***	***	***	***	***
***	***	***	***	***	***
	***	***	***	***	***
	***	***	***	***	***
	***	***	***	***	***
***	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***

Pepco Holdings, Inc. 21 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***	***	***
	***	***	***	***	***
	***	***	***	***	***
	***	***	***	***	***
	***	***	***	***	***
	***		***	****	***
	***		***	****	***
	***		***	****	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	****	***
		***	***

Pepco Holdings, Inc. 22 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

· ***. 

***
***
***	***	***
***	***	***	***
	***	***
	***	***
	***	***
	***	***
	***	***
***	***	***
		***

6.2.4.3 ***.

6.2.4.3.1 ***.

6.2.4.4 SSN IMUs will include all hardware necessary for installation on the gas meter (e.g. screws, seals, etc...).

6.2.4.5 The SSN IMU meets the specifications outlined in the SSN IMU specification including but not limited to:

6.2.4.5.1 ***

6.2.4.5.2 Compliance FCC Part 15.247

6.2.5 Battery. SSN’s Gas IMU is rated to operate for following expected number of years based on number of transmits and number of retries per day.

***	***	***
***	***	***
***	***	***
***	***	***

6.2.5.1 ***.

6.2.5.2 SSN will provide end-of-life battery disposal compliant with PHI’s Material Handling procedures.

6.2.6 ***:

6.2.6.1 ***.

Pepco Holdings, Inc. 23 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

6.2.7 Diagnostics. The AMI system supports diagnostics capable of detecting and autonomously alerting abnormal Gas IMU operating parameters. Some of these are processed locally and others remotely. Typically, all locally processed events will also be viewable remotely, but remotely processed events will not necessarily be viewable locally.

***.

***.

6.2.7.1 ***.

6.2.7.2 On-site tools include the CATT (Communications Analysis Test Tool) application run on a laptop or SSN handheld and the FISH (Field Installation Support Handheld) application run on a handheld on which both is installed the FSU (Field Service Unit) ***.

6.2.8 Time Synchronization

6.2.8.1 All Gas IMUs are time synchronized ***.

6.2.8.2 When time is synchronized at the Gas IMU,***.

6.2.8.3 Time synchronization of the NIC or Gas IMU occurs ***.

6.2.8.4 Configurability.***.

6.2.9 Communications Testing. SSN will provide the CATT (Communications Analysis Test Tool) application run on a laptop or SSN handheld and the FISH (Field Installation Support Handheld) application run on a handheld on which both is installed the FSU (Field Service Unit) for onsite communications ***.

6.2.10 Installation and Maintenance. SSN will provide the CATT (Communications Analysis Test Tool) application run on a laptop or SSN handheld and the FISH (Field Installation Support Handheld) application run on a handheld on which both is installed the FSU (Field Service Unit) ***.

7 Head-end System Specifications

7.1 AMI Head-end Specifications

7.1.1 SSN is providing the current version of UtilityIQ as the head-end system responsible for collection, monitoring and controlling the AMI system and sending and receiving data to meet the system requirements detailed in this SOW.

7.1.2 SSN will assist with setup, integration, and training for basic and/or advanced management, monitoring and control functionality. ***.

7.1.3 Current/Future PHI IT Environment.

7.1.3.1 SSN commits to a system and architecture that continues to support new industry IT standards as they evolve ***.

7.1.3.2 ***.

7.1.3.3 ***.

7.1.3.4 ***.

7.1.3.5 ***.

7.1.3.6 ***.

7.1.3.7 ***.

7.1.3.8 ***.

7.1.4 Deployment.

7.1.4.1 UIQ supports *** full device state management ***.

Pepco Holdings, Inc. 24 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

7.1.4.2 SSN will provide subject matter expertise to PHI to develop and manage the integrations and interfaces required ***. 

7.1.4.3 SSN will integrate UtilityIQ ***.

7.1.5 Network Management, Monitoring and Control.

7.1.5.1 UtilitylQ supports centralized remote management, graphical monitoring, and control of all network hardware.  ***.

7.1.5.2 SSN will assist with setup, integration, and training for basic and/or advanced management, monitoring and control functionality.

7.1.5.3 UIQ tracks IMU/meter firmware versions and remote configuration of communications IMU/meter firmware, ***.

7.1.6 Compliance.  ***.

7.1.7 Encryption.  ***.

7.1.8 Performance.

7.1.8.1 ***.

7.1.8.2 ***.

7.1.8.3 ***.

7.1.9 Billing Support.

7.1.9.1 UIQ supports the notion of the billing cycle. ***.

7.1.9.2 ***.

7.1.10 Operations and Maintenance Support.  Utility IQ supports ***.

7.1.10.1 ***.

7.1.10.2 ***.

7.1.10.3 ***.

7.1.10.4 ***.

7.1.10.4.1 ***.

7.1.10.4.2 ***.

7.1.10.4.3 ***.

7.1.10.4.4 ***.

7.1.10.5 ***.

7.1.11 Diagnostic and Performance Report. UIQ provides daily, ***.

7.1.12 Remote Disconnect/Reconnect and Load Limiting for Electric Meters.  ***.

7.1.13 On-demand *** Verification.  ***.

7.1.14 *** Meter Read.  ***.

7.1.15 *** Integrity Monitoring.  ***.

7.1.16 Outange Management.  ***.

7.1.16.1 ***.

7.1.17 Data Repository.  UIQ provides *** on-line storage for all collected AMI meter usage information ***.

7.1.17.1 ***:

Pepco Holdings, Inc. 25 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

Number of Users	Canned Reports		Non-Canned Reports		***
	Target*	90th Percentile*	Target*	90th Percentile*	Target*	90th Percentile*
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***

^* Target is defined *** and 90^th Percentils is defined ***.

7.1.18 Database Management.  UIQ supports *** database management tools ***.

7.1.19 Scalability.  Utility IQ® is *** scalable ***.

7.1.20 Multiple Jurisdictions.  ***.

7.1.21 Fault Tolerance.

7.1.21.1 The UtilityIQ architecture, ***.

7.1.21.2 UtilityIQ will operate ***.

7.1.21.3 UtilityIQ has the ability to ***.

7.1.22 Disaster Recovery.  ***.

7.1.22.1 PHI will maintain ***.

7.1.22.2 In the event that the primary data center is unavailable, ***.

7.1.22.3 A failover instance of UtilityIQ® ***.

7.1.23 Pre-payment. UtilityIQ supports ***.

7.1.24 Load Limiters.  ***.

7.1.25 Diagnostic and Performance Report. The system provides ***.

7.1.26 HAN/Load Control and Demand Response.  ***.

7.1.26.1 UtilityIQ provides a GUI interface ***.

8 AMI System Implementation Specifications

8.1 Safety. SSN commits to adhering to PHI’s formal safety procedures located in PHI’s Safety Procedures.

8.2 Project Plan. SSN will assist PHI in developing and maintaining the overall project plan including project schedule, resource requirements, task interdependencies, major milestones, and checkpoints, etc. SSN will provide updated copies of the project scope document and project schedule within ***. PHI and SSN will jointly review, modify, and approve as appropriate. SSN will provide ***.

8.3 Scope Management. SSN will assist PHI in managing the ***, following the ***.

8.4 Risk and Dependency Management. SSN will develop an *** and assist ***.

8.5 Equipment Site Determination.

8.5.1 SSN will be responsible for ***.

8.5.1.1 SSN will provide a *** and ***.

8.5.2 SSN will be responsible ***.

8.5.2.1 SSN will provide *** in ***.

8.5.3 PHI will provide ***.

8.5.4 SSN will adhere to ***.

Pepco Holdings, Inc. 26 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

8.5.5 PHI and SSN will jointly lead administrative efforts ***.  These are expected to be ***.  PHI will ***.  SSN and PHI ***. 

8.6 AMI System Network Design

8.6.1 Network Design ***

8.6.1.1 SSN will provide to PHI ***.

8.6.1.2 The *** design will ***.

8.6.2 Network Design ***.

8.6.2.1 ***.  SSN will provide ***.

8.6.2.2 Network Block Diagram. SSN will provide a network block diagram, ***.

8.7 AMI System Installation

8.7.1 SSN will *** install ***.

8.7.2 Responsibilities of ***.

8.7.3 Special Equipment.  SSN will ***.

8.7.4 *** is responsible for ensuring ***.

8.7.4.1 The proposed *** will have the ability to ***, SSN will be responsible for ***:

8.7.4.1.1 ***

8.7.4.1.2 ***

8.7.4.1.3 ***

8.7.4.1.4 ***

8.7.4.1.5 ***

8.7.5 Warehousing and Materials Management. SSN will ***.

8.7.6 Facility Access/Security. SSN will ***.

8.7.7 Equipment Location. SSN will ***.

8.7.8 AMI Network *** Install Update. SSN will ***, which can be ***.

8.8 AMI System Troubleshooting

8.8.1 SSN will *** and ***.

8.8.2 SSN *** documentation and ***.

8.9 Documentation

8.9.1 General Documentation Requirements

8.9.1.1 SSN will supply *** manuals.  SSN will ***.

8.9.1.2 PHI will *** use.

8.9.1.3 SSN will *** available.

8.9.1.4 SSN will *** solution.

8.9.2 SSN will *** formats. The digital *** format.

8.9.2.1 AMI System *** Documents, including ***.

8.9.2.2 User Manuals ***.

8.9.2.3 Application Guides, ***.

Pepco Holdings, Inc. 27 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

8.9.2.4 AMI System Administration Manuals, ***. 

8.9.2.5 Configuration Manuals ***.

8.10 AMI System Testing

8.10.1 SSN will participate *** as appropriate ***.

8.11 Field Acceptance Test (FAT).

8.11.1 PHI will execute a field acceptance test *** SSN products.

Software
	***
	***
	***
	***
Network Devices
	***
	***
	***
	***
	***
	***
NICs
	***
	***
	***
	***
Support Software
	***
	***
	***

Pepco Holdings, Inc. 28 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

8.11.2 Field acceptance test locations. 

8.11.2.1 Approximately ***.  Some installations ***.  Some installations ***.

8.11.2.2 Approximately ***.

8.11.2.3 Approximately ***.

8.11.3 All new equipment and tools ***.

8.11.4 PHI plans to *** or *** endpoints.

8.11.5 SSN will ***.  SSN will ***.

8.11.6 During the FAT ***.  SSN will  ***.

8.11.7 The field acceptance test is expected to ***.

8.11.8 PHI will test ***.  PHI will ***.

8.12 System Acceptance. System acceptance will ***.  At each of ***.

8.12.1 The *** are:

Test #	AMI System Requirements
1	***
2	***
3	***
4	***
5	***
6	***
7	***

Pepco Holdings, Inc. 29 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

Test #	Definition of Test (What is measured?)
1	***
2	***
3	***
4	***
5	***
6	***
7	***

8.12.2 The *** is:

***

8.12.3 Field Acceptance Test.  The ***.  Within *** the *** SSN has *** the *** successfully.

8.12.4 ***. The *** scheduled *** performance of the ***.  In the event ***.  PHI and SSN will ***.  If the *** SSN shall *** SSN shall ***.

Pepco Holdings, Inc. 30 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

8.12.4.1 ***.  If the one or more ***.  Upon receipt of ***, PHI may *** PHI will ***.

8.12.5 ***.  The ***.  The *** as defined above, ***.  Note that ***.  In the event the *** SSN shall ***.  PHI and SSN will *** SSN shall *** SSN shall *** SSN may *** SSN shall ***.  Upon receipt of the *** PHI shall ***.

8.13 Training

8.13.1 SSN will train PHI personnel, ***.

Pepco Holdings, Inc. 31 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

8.13.2 SSN will train ***.

8.13.3 SSN will provide *** operations.

8.13.4 SSN will provide ***.

8.14 AMI System Maintenance

8.14.1 Rapair

8.14.1.1 Repairs ***.

8.14.1.2 SNN will ***.

8.14.2 Technical Support.

8.14.2.1 Phone.  ***.

8.14.2.2 E-mail.  ***.

8.14.2.2.1 Initial *** hours.

8.14.2.2.2 If all support representatives ***.

8.14.2.2.3 *** response time ***.

8.14.2.3 Web.  ***.

8.14.2.4 ***.

8.14.3 Issue Resolution.

8.14.3.1 ***.

8.14.3.1.1 ***

8.14.3.1.2 ***

Pepco Holdings, Inc. 32 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

8.14.3.1.3 ***

8.14.3.1.4 ***

8.14.3.2 Response Times. Response time is the amount of time between when a case is created and when someone is actively working on the case and contacts the customer. SSN’s target response times are:

8.14.3.2.1 ***

8.14.3.2.2 ***

8.14.3.2.3 ***

8.14.3.2.4 ***

8.14.3.3 ***:

8.14.3.3.1 ***

8.14.3.3.2 ***

8.14.3.3.3 ***

8.14.3.3.4 ***

9 Glossary

9.1 AP – Access point

9.2 ***

9.3 ***

9.4 ***

9.5 ***

9.6 DVT – Design Verification Testing

9.7 EVT – Engineering Verification Testing

9.8 FAT – Field Acceptance Test

9.9 FCC – Federal Communications Commission

9.10 ***

9.11 FSU – Field Service Unit

9.12 FTP – File Transfer Protocol

9.13 HAN – Home Area Network

9.14 IEEE – Institute of Electrical and Electronics Engineers

9.15 ***

9.16 LAN – Local Area Network

9.17 MANTIS – Meter and NIC Test in Shop

9.18 ***

9.19 NIC – Network Interface Card

9.20 NIST – National Institute of Standards and Technology

9.21 PHI – Pepco Holdings, Inc.

9.22 Plt – measure of long term perception of flicker

9.23 Pst – measure of short term perception of flicker

9.24 ***

9.25 ***

Pepco Holdings, Inc. 33 of 46 Proprietary and Confidential

AMI Technology- Scope of Work (SOW)

Silver Spring Networks, Inc.

9.26 *** 

9.27 SSN – Silver Spring Networks

9.28 UIQ – UtilityIQ: Silver Spring Networks AMI head end application

9.29 WAN – Wide Area Network

9.30 XML – Extensible Markup Language

Pepco Holdings, Inc. 34 of 46 Proprietary and Confidential

EXHIBIT C - SOFTWARE LICENCE AGREEMENT

EXHIBIT C - SOFTWARE LICENSE AGREEMENT

1. DEFINITIONS.

Capitalized terms used in this Software License Agreement shall have the following meanings:

1.1. “License Fees” means all amounts due Supplier by Owner for Software under this Agreement.

1.2. “Software” means the object code version of Supplier’s proprietary software product(s) specified in a Purchase Order and, if Owner has purchased support and maintenance, all Releases delivered to Owner by Supplier under the Software Maintenance Agreement. Software also includes Required Manuals.

1.3. “Required Manuals” means an electronic version of the then-current installation instructions and user manuals customarily provided by Supplier to Owners of the Software.

1.4. “Licensed Devices” means, at any point in time, the aggregate number of end-point utility devices and information and network control devices that may be managed by the Software as specified in a purchase order.

3. GRANT OF LICENSE.

3.1 Subject to Owner’s compliance with the terms and conditions of this Agreement, Supplier grants to Owner, solely for Owner’s own internal business purposes, a non-exclusive, non-transferable license to (i) use the Software to manage or operate that number of Licensed Devices for which Owner has paid Fees, and (ii) use the Required Manuals in connection with its use of the Software. Owner may make a single copy of the Software exclusively for inactive back-up or archival purposes. Owner may make copies of the Required Manuals reasonably needed for the purpose of exercising Owner’s rights under this Section 3.

3.2. Limits on License. Owner may not (directly or indirectly, in whole or in part):

3.2.1. Transfer, sublicense, distribute, lease, rent, or commercially share (including timeshare) the Software or any of Owner’s rights herein;

3.2.2. Obtain any ownership or leasehold rights in, place a lien or encumbrance upon,

or otherwise interfere with Supplier’s ownership and right to possession of the Software for any reason; or

3.2.3. Modify, translate, reverse engineer, decrypt, decompile, disassemble, create derivative works based on, or otherwise attempt to discover the Software source code or underlying ideas or algorithms.

5. AUDIT AND REPORTING.

5.1. Audit Rights. Reporting. At Supplier’s written request, not more frequently than twice annually, Owner shall furnish Supplier with a signed certification verifying that the Software is being used pursuant to the provisions of this Agreement, and identifying the number, type and location of Licensed Devices being managed by Owner using the Software. Supplier shall have the right, upon reasonable advanced notice, at its sole cost and expense, to have an independent certified public accountant, during normal business hours and not more frequently than annually, conduct an audit of the appropriate records of Owner to verify the number of Licensed Devices being managed by Owner using the Software and otherwise to confirm Owner’s compliance with license restrictions in this Agreement. If any additional Fees are found to be owing, such Fees, shall be payable within *** (***) *** after invoice. If the deficiency in Fees paid by Owner is greater than *** (***) of the total Fees payable under this Agreement through the date of the audit, Owner will pay the reasonable expenses associated with such audit, in addition to the deficiency.

6. INTELLECTUAL PROPERTY RIGHTS.

6.1. Ownership. Owner acknowledges that Supplier and its vendors and licensors, retain all right, title and interest (including without limitation any patent, copyright, trademark, trade secrets and other intellectual property rights) in and to all Supplier Confidential Information, Software and Required Manuals and all copies thereof, including without limitation all modifications, enhancements, configurations, upgrades, and interfaces thereto (collectively, “Works”). This Agreement does not give Owner any rights in the Software or Required Manuals except for the license granted in Section 3.

6.2. Proprietary Markings and Copyright Notices. Owner agrees not to remove or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within any Software or Required Manuals.

7. SOFTWARE WARRANTIES. See Section 16 of the Terms & Conditions.

1

EXHIBIT D – THIRD PARTY SOFTWARE

No Third Party Software

A

EXHIBIT E – MAINTENANCE AGREEMENT

EXHIBIT E – MAINTENANCE AGREEMENT

1. DEFINITIONS. Capitalized terms used and not otherwise defined in the Agreement shall have the meanings set forth below:

“License Agreement” means the Software License Terms attached as Exhibit “C” to the Agreement.

“Error” means a material failure of the Software to conform to its functional specifications as described in Supplier's applicable documentation. Errors do not include, and Supplier will have no responsibility for, any of the following circumstances: (A) the Software has been modified by any person or entity other than Supplier; (B) the Software has been operated other than in accordance with Supplier's installation and operating instructions, including without limitation on computing devices or with computer operating systems and/or third party software other than those recommended by Supplier; (C) the Software has been damaged in any manner due to the fault or negligence of any person or entity other than Supplier; (D) Owner fails to reasonably assist Supplier in verifying, reproducing and correcting error conditions, or Supplier is unable after using reasonable efforts to verify and reproduce the error condition reported by Owner; (E) Owner has failed to install the most recent Major Release, Minor Release or Patch Release of the Software made available to Owner pursuant to this Exhibit; or (F) any failure of the computer operating systems and/or third party software utilized by Owner (collectively, “Exclusions”).

“Major Release” means a Software release that changes the digit number of the release (e.g., 1.5 to 2.0) then being supported under this Exhibit. Major Releases add significant new features and functions to the prior Major Release, as well as overall product performance, efficiency and usability enhancements.

“Minor Release” means a Software release that changes the tenths decimal number of the release (e.g., 1.5 to 1.6) then being supported under this Exhibit. Minor Releases may add features and functions that were planned for a Major Release, but that did not make the release schedule, as well as overall product performance, efficiency and usability enhancements.

“Patch Release” means a Software release that provides fixes to Errors in the Software, indicated by a change to the hundredths decimal number of the release (e.g., 1.5.2 to 1.5.3).

2. MAINTENANCE AND SUPPORT SERVICES.

For the annual period commencing on the initial Delivery Date of the Software, and for future annual periods commencing on each anniversary of such Delivery Date, provided that Owner has paid the Fees for such maintenance and support, Supplier will provide Owner with the following services at the level selected by Owner (“Maintenance Programs”) as indicated below.

2.1 Error Reporting. Supplier will notify Owner of material Errors in the Software or related Required Manuals of which Supplier becomes aware, to the extent that such Errors would affect Owner's implementation.

2.2 Error Correction. In the event Owner discovers an Error in the Software, Owner shall submit to Supplier a report describing such Error, in accordance with the procedures described in the Supplier Operations Handbook. Upon receipt of a conforming Error Report, Supplier will use its *** to classify the reported Error in accordance with the Priority Levels defined below. Supplier will use *** to initiate verification and correction of a reported Error in accordance with the response times set forth in the Support Escalation Matrix set forth below. Owner acknowledges that Owner is responsible for acting on and implementing the support solutions recommended or provided by Supplier.

2.3 On-Site Support. Upon the request of Owner, Supplier shall provide on-site as specified below for the Maintenance Program selected by Owner. Additional days of on-site support may be purchased by Owner at Supplier's then-current standard consulting rates plus all travel, lodging and incidental expenses.

2.4 Remote Support. Supplier shall be provided remote access to Owner's UIQ system via secure VPN connection to facilitate Supplier personnel's ability to troubleshoot and support Owner.

2.5 Maintenance. Supplier shall provide information to Owner relating to ***.  Owner will be entitled during any Maintenance Term, ***, to those releases specified below for the Maintenance Program selected by Owner. Any releases to which Owner is not entitled under its Maintenance Program may be licensed at Supplier's then-current upgrade charges. *** will be provided to Owner on a compact disc (CD or DVD) or electronically for installation and implementation by Owner.

2.6 Version Support. Supplier will provide support and maintenance for each Major Release for a period of *** commencing on the date that the Major Release is made available to Owner. (For clarity, when Owner signs the Agreement and takes its first delivery of Software, the then-current Major Release will be supported for *** from that initial Delivery Date. Subsequently Major Releases will be supported for *** from their general availability date.) Support of a Major Release for up to *** can be purchased at Supplier’s then-current extended support fee.

1

3. MAINTENANCE AND SUPPORT FEES 

3.1 Maintenance and Support Fees. In consideration of Supplier's providing the maintenance and support services described herein, Owner agrees to pay Supplier the maintenance fee as specified in Exhibit K for the Maintenance Program as set forth below. If Owner elects not to renew this Maintenance Program for successive terms. Owner may re-enroll only upon payment of the annual Fee for the renewal year and all Fees that would have been paid had Owner not discontinued maintenance and support.

3.2 Additional Charges. In the event Supplier is required to take actions to correct a difficulty or defect which is traced to an Exclusion, then, as an additional Fee, Owner shall pay Supplier on a time and materials basis at Supplier's rates then in effect.

4. USE LIMITATIONS; TITLE; INTELLECTUAL PROPERTY INDEMNITY; LIMITATION OF LIABILITY

Any and all software, including without limitation all Major Releases, Minor Releases and Patch Releases, provided to Owner pursuant to this Exhibit shall constitute Software under the License Agreement. Accordingly, the parties' respective interests and obligations relating to the Software, including but not limited to license and ownership rights, and use limitations, shall be governed by the terms of the License Agreement.

5. TERM AND TERMINATION

5.1 Term. This Exhibit shall commence on the initial Delivery Date of the Software and shall remain in full force and effect for an initial term of one (1) year, unless sooner terminated in accordance with this Exhibit. This Exhibit shall automatically renew additional consecutive one (1)-year terms (each, along with the initial term, a “Maintenance Term”), unless either Party has notified the other of its intent not to renew at least ninety (90) days prior to the expiration of the then-current term.

5.2 Termination. This Exhibit shall automatically terminate in the event that the License Agreement is terminated in accordance with its terms.

PLATINUM SUPPORT PROGRAM

1. MAINTENANCE AND SUPPORT SERVICES.

· Owner will be entitled to copies of any and all ***, at ***.

· Upon request of Owner, Supplier shall provide ***, for a total of up to a maximum of ***.

· Owner will be entitled to ***.

2. MAINTENANCE FEES.

· *** Fees are equal to ***, whichever amount is greater and are payable in accordance with ***.

2

·

***
***	***	***	***		***
***	***	***.	***.	***. ***. ***.
***	***.	***.	***.	***. ***.
***	***. ***	*** ***. ***.	***.	***.
***	***. ***.	***. ***.	***.	***.

3

Escalation Procedures

Escalation for Response Time

***:

· ***

· ***.

· ***

· ***

***:

· ***

· ***

· ***

· ***

Continuing Communication. The Supplier representative handling the case will provide continuing follow-up calls or e-mails as follows:

· ***

· ***

· ***

· ***

4

EXHIBIT F – SUPPLIER’S FINAL RELEASE OF LIENS CERTIFICATE

SUPPLIER’S’S FINAL RELEASE OF LIENS CERTIFICATE AND AFFIDAVIT

STATE/COMMONWEALTH OF                                                                                                           )

) ss:

COUNTY OF)

I, having been duly sworn, depose and state that:

(NAME)

1. I am of

                                    (TITLE)            .                (COMPANY)

(“Supplier”) and have personal knowledge of the facts stated below. I am authorized to act on Supplier’s behalf to make this Release of Liens and Affidavit.

2. Supplier, in performing the Work for (Owner) identified in Statement of Work (SOW) Exhibit B on Owner's property (System site), provided labor, materials, and services, as appropriate, necessary to complete the Work.

3. Supplier has been paid in accordance with the terms of its Contract with Owner, and is submitting this Final Release of Liens and Affidavit as required by the Contract.

4. Supplier has paid in full all subSuppliers performing Work, in accordance with  the terms and conditions of its subcontracts and its Contract with Owner, for all labor supplied or performed, all equipment used or provided, and all materials furnished in connection with Supplier’s Work on the System, including all Social Security, Unemployment Insurance and other taxes applicable thereto and Supplier owes no one for any labor, equipment and/or materials provided in connection with the System or for any taxes incurred in connection with Work on the System. As evidence of such satisfaction of the foregoing obligations, Supplier provides the Subcontractor Release of Liens form attached hereto which has been executed by the duly authorized representatives of each of the Sub-contractor retained by Supplier for the System.

5. No person has made any claims against Supplier for any unpaid labor, equipment, materials, or other items referred to in Paragraph 4, above and Supplier is aware of no such claims that could legitimately be raised.

6. Supplier waives, releases, relinquishes, and forever discharges any and all claims or right of lien which it may have upon the System site, structures, buildings, installations and/or premises described above under any applicable law relating to mechanics' liens for services, labor, equipment, materials, or otherwise, except as to $                   , the amount retained by Owner pursuant to the Contract.

7. Supplier makes all claims of any kind arising directly or indirectly from the System that it may have against Owner, and is not aware of any claims that any other person may have against Owner that might arise directly or indirectly from the System.

8. Supplier makes this Release of Liens and Affidavit to induce Owner to make payments and to release to Supplier the amounts retained in reliance on the truth of the statements made above.

	Supplier Company Name
By:
	[Signature]
	[Print Name]
	[Title]

SUBSCRIBED AND SWORN TO before me this day of,20                    .

Notary Public

My Commission expires

1

EXHIBIT G - SUBCONTRACTOR’S RELEASE OF LIENS CERTIFICATE

SUBCONTRACTOR’S RELEASE OF LIENS CERTIFICATE

Each of the subcontractors listed below, as evidenced by the signature of their duly authorized representatives, hereby: (1) acknowledge receipt of payment in full for any services, materials, equipment or other items it provided fully; and (2) completely waive, release, relinquish, and forever discharge any and all claims or right of lien which it may have against (“Owner”) or upon the Owner’s System site, structures, buildings, installations and/or premises under any applicable law, including relating to mechanics' liens for services, labor, equipment, materials, or otherwise.

Subcontractors	Signature of Duly Authorized Representative
1.	1.
2.	2.
3.	3.
4.	4.
5.	5.
6.	6.
7.	7.
8.	8.
9.	9.
10.	10.

1

EXHIBIT H - CONTRACT CHANGE AUTHORIZATION FORM

CONTRACT CHANGE AUTHORIZATION FORM

Please Print Clearly and Fill Form Out Completely

Change Order No.:

Master Bid Specification Rider No.: Systemand Site:

Purchase Order No.:

From:                                                                                                                                   (Supplier)

To:                                                                                                                                        (Owner)

Work on the System referred to above shall be changed as follows [Describe change completely, including any price and schedule and change or impact on Work and or System]:

Attach any new or revised drawings or specifications and indicate whether there are any such attachments. Yes there are attachments

                               No attachments

OWNER	SUPPLIER
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

EXHIBIT I- NOT USED

EXHIBIT J - DESCRIPTION OF SUPPLIER EQUIPMENT, SOFTWARE AND SYSTEM

SOFTWARE

UtilOS™

UtilOS is an open standards-based networking operating system for utility information & control networks. Based on open standards-based networking technologies and Internet protocols, UtilOS provides an interoperable, extensible, scalable and secure operating system platform for advanced utility networking.

UtilOS provides a suite of utility networking services, including addressing, routing/switching, quality of service, health, network time, security and encryption, all of which can be implemented via an XML-based provisioning, configuration, monitoring, control & management interface.

This is the brand name for the System firmware.

UtilityIQ AMM™

UtilityIQ AMM is an open-standards based utility advanced metering application and network device management platform. UtilityIQ AMM provides network device life-cycle management support, providing an open, secure, extensible, and scalable utility information & control platform for the configuration and collection of advanced metering information and devices. UtilityIQ, AMM’s web-based interface allows utility operators to configure schedules and groups across a variety of gas, water and electric devices enabling the collection, management and analysis of consumption, time of use, interval data, power quality measures and status logs.

UtilityIQ AMM’s Services Systems & API interfaces provide existing utility network applications, such as distribution management, outage management, load control and field services automation, with a secure, reliable, scalable and always-on set of networking services for implementing their application-specific provisioning, configuration, data collection, monitoring and control functions on utility network devices that are being managed by UtilityIQ AMM.

UtilityIQ NEM (Network Element Manager)

UtilityIQ NEM is a stand-alone software application that can be used to compliment the functionality of UtilitylQ AMM. UIQ NEM brings transparency to the Smart Energy Network, enabling a proactive, real time view into the health and status of the network.

UtilityIQ NEM is a proactive network management system that portrays the health and status of the utility’s smart grid network. UIQ NEM provides a centralized, advanced network management infrastructure for data management, high-level network management tasks, network performance and capacity metrics and control of multiple applications. UIQ NEM features real time event alerts to the network administrator.

UtilityIQ® Outage Detection System (UIQ ODS) enables rapid identification of outages and restoration activities by correlating outage and restoration to connectivity patterns and providing a visual presentation of outage severity and location and restoration. ODS also provides the ability to track and resolve events by time, type, and duration. Meter data logs can be leveraged for accurate outage/restoration accounting and reporting. ODS includes programmable event alerting, tracking reporting features.

FWU - Firmware Upgrader is used to upgrade NIC firmware over the network to all devices or to any subset of devices.

EQUIPMENT

Gas IMU™

The Silver Spring Gas Interface Management Unit (IMU) is an open standards-based, secure 902 MHz-based radio network interface card with an integrated gas meter register that can be mounted on a wide variety of mechanical-based gas meters.

The Gas IMU can be read via Silver Spring's wireless network, and being based on the UtilOS networking operating system, can securely and dynamically join a standards-based utility information & control network.

Water IMU™

The Silver Spring Water Interface Management Unit (IMU) is an open standards-based, reliable and secure 902-928 MHz-based radio network interface card with an integrated water meter register that can be mounted on a wide variety of mechanical-based water meters.

1

The Water IMU can be read via Silver Spring's wireless network, and being based on the UtilOS networking operating system, can securely and dynamically join a standards-based utility information & control network.

Network Interface Card

The Silver Spring PowerPoint NIC is an open standards-based, reliable and secure 902-928 MHz-based radio network interface card that provides advanced two-way networking capabilities for a variety of residential, commercial and industrial electric meters. The PowerPoint NIC can be read via Silver Spring's wireless network, and being based on the UtilOS networking operating system, can securely and dynamically join a standards-based utility information & control network.

Relay SG

The Silver Spring Relay SG is an open standards-based, reliable and secure 902-928 MHz-based utility networking relay that provides advanced forwarding capabilities. Relays SG provides a method for extending the range between networked gas, water and electric meters and the Silver Spring Access Point SG.

The Relay SG is packaged in a variety of form factors. The Relay SG can be pole mounted with photocell power/power tap adapter plug device or a wall mounted with 120v plug device, and as a pole-top device with an integrated photovoltaic switch. Based on the UtilOS networking operating system, Relays SG can securely and dynamically join a standards-based utility information & control network.

Access Point SG

The Silver Spring Access Point SG is an open standards-based, reliable and secure utility networking gateway that provides advanced utility networking services, including addressing, routing/switching, quality of service, health, network time, security and encryption, all of which can be implemented via an XML-based provisioning, configuration, monitoring, control & management interface. The Access Point SG comes with a 902-928 MHz-based radio LAN interface, and can be configured with a CDMA / EVDO telephony WAN interface, a POTS telephony WAN interface, and with a 10Mb/100Mb Ethernet interface. Access Point SG provides a method for implementing the last mile utility information & control network.

The Access Point SG is packaged in a variety convenient form factors. The Access Point SG is available as a pole mounted with photocell power/power tap adapter plug device and as a wall mounted with 120v plug device. The Access Point SG comes with a battery back-up power supply that enables it to support automated power outage reporting and restoration. Based on the UtilOS networking operating system, Access Point SG can securely and dynamically join a standards-based utility information & control network.

EBridge

The eBridge is a discrete Silver Spring RF module packaged for interface to a variety of third-party distribution automation devices. The eBridge uses Silver Spring’s open, IP-based 902-928MHz mesh radio platform. The eBridge supports serial and Ethernet inputs, DC power input and can support a variety of third-party antennas using an SMA connector. The eBridge supports IP v4 and IPv6 and comes preconfigured to support the popular DNP3 protocol.

TOOLS:

The Field Service Unit (FSU) is a 900MHz FHSS radio that works with a laptop or handheld computer to provide field service personal the ability for wireless interrogation of Silver Spring Networks’ radio communication network devices. It is powered by a USB connection, operates in the Frequency Range of 902.3 MHz to 924.9 MHz, and utilizes 83 hopping channels

The Communication Access Test Tool (CATT) is a software tool for testing and analyzing the Silver Spring Networks’ (SSN) Neighborhood Area Network (NAN). CATT typically runs on a laptop PC or handheld device connected to an SSN Field Service Unit (FSU) over a USB port. CATT transmits messages through the FSU to network devices, receives messages from network devices through the FSU, and  provides tools for logging and analyzing received messages. Field Service Personnel can use CATT to perform a range of RF tests and any advanced metering or network management task, including on-demand electric meter reads, electric meter program detection, NIC firmware upgrades, protocol analysis, security checks, and syslog analysis. It also provides tools necessary for survey, installation, field testing, and troubleshooting of all network equipment and associated links.

2

The Meter and NIC Test In Shop (MANTIS) tool is a radio frequency (RF) software tool for testing electricity meters equipped with a Silver Spring Networks Network Interface Card (NIC). MANTIS runs on a Windows laptop or desktop computer connected to an SSN Field Service Unit (FSU) over a USB port. MANTIS transmits messages through the FSU to NICs, receives messages from NICs through the FSU, and provides tools for logging and analyzing received messages. MANTIS and the FSU can perform a range of RF tests including on-demand meter reads, meter and NIC verification.

RATT - Rotational Accuracy Test Tool - tests a Gas IMU for proper mechanical assembly and configuration. It will include the test software, an FSU with cable, a desktop computer, and mechanical drivers that rotate the IMU drive train a user-specified number of turns. There will be multiple (likely 4) drivers to accommodate different meter types.

3

EXHIBIT K – PRICING AND PAYMENT SCHEDULE

Pricing and Payment Schedule

Table 1 - ***

Table 2 - ***

Table 3 - Network Interface Card (NIC)

Table 4 - Network Equipment Installation & Installation Support Services

Table 5 - ***

Table 6 - ***

Table 7 - Support Services

Table 8 - Liquidated Damages and Retention

1

Table 1-***

Device Name / Service Description	SSN Part No. Reference	Unit Price (2009 $USD)	Minimum Order Quantity	Warranty	Price Adjustment if any
***		***	***	***	***
***		***	***	***	***

· Pricing subject to Terms and Conditions for Supply and Installation of Smart Grid System Contract.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

2

Table 2-***

Device Name / Service Description	SSN Part No. Reference	Unit Price (2009 $USD)	Minimum Order Quantity	Warranty	Price Adjustment, if any
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***

· Pricing subject to Terms and Conditions for Supply and Installation of Smart Grid System Contract.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

^* ***

3

Table 3-Network Interface Card (NIC)

Device Name / Service Description	SSN Part No. Reference	Unit Price (2009 $USD)	Minimum Order Quantity	Warranty	Price Adjustment, if any
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***

· Pricing subject to Terms and Conditions for Supply and Installation of Smart Grid System Contract.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

Table 4 - Network Equipment & Installation Support Fees

Device Name / Service Description	SSN Part No. Reference	Unit Price (2009 $USD)	Minimum Order Quantity	Warranty	Price Adjustment if any
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***

4

Table 4 (continued) - Network Equipment & Installation Support Fees

Device Name / Service Description	SSN Part No. Reference	Unit Price (2009 $USD)	Minimum Order Quantity	Warranty	Price Adjustment if any
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***

Table 4 (continued) - Network Equipment & Installation Support Fees

· Pricing subject to Terms and Conditions for Supply and Installation of Smart Grid System Contract.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

5

·

· ***.

· ***.

· ***.

^* ***

Table 5 - ***

Device Name / Service Description	SSN Part No. Reference	Unit Price (2009 $USD)	Minimum In Order Quantity	Warranty	Price Adjustment, if any
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***

· Pricing subject to Terms and Conditions for Supply and Installation of Smart Grid System Contract.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

· ***.

6

Table 6 – ***.

Device Name / Service Description	SSN Part No. Reference	Unit Price (2009 $USD)	Minimum Order Quantity	Warranty	Price Adjustment, if any
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***

· Pricing subject to Terms and Conditions for Supply and Installation of Smart Grid System Contract.

· Separate purchase orders will be issued for services by segment

· ***.

· ***.

· ***.

7

Table 7 - Support Services

Device Name / Service Description	SSN Part No. Reference	Unit Price (2009 $USD)	Minimum Order Quantity	Warranty	Price Adjustment if any
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***

· Pricing subject to Terms and Conditions for Supply and Installation of Smart Grid System Contract.

· Separate purchase orders will be issued as required on a project basis.

· ***.

· ***.

· ***.

· ***.

8

Table 8 - Liquidated Damages and Retention

For the Delaware segment of approximately *** endpoints, Owner shall retain *** by applying credits to the last (or last few) Supplier invoices that Supplier will render to Owner for Equipment, Software and professional services. Within *** of executing the Contract, Owner and Supplier shall work together to prepare a forecast of expected monthly invoicing related to the Delaware deployment of the System in order to determine which invoice(s) are expected to have retention credits applied to them.

In order to release the retention amount to Supplier, Supplier must meet the following release requirements:

1. Complete the punchlist items identified by Owner

2. Release any liens

3. Meet the ***.

Within *** of executing the contracts with Supplier, Owner’s electric meter suppliers and endpoint installation contractor, whichever is the latest, Owner will prepare a work plan to establish the initial final estimated final completion date for the Delaware Segment. The final completion date includes installation of the System and the electric meters at least the ***. The initial final completion date can be modified during the installation of the Delaware Segment with the written agreement of the Owner AMI Project Sponsor and the Supplier Project Manager.

Within *** of completing the installation of the Segment volume of endpoints at a *** or greater saturation level, *** after the final completion date, Owner will either return all of the retention dollars to Supplier if all the release requirements are met or Owner will return the first *** portion of the retention if there is a delay in the date of the performance measurement due to parties outside of Supplier’s control or Owner will continue to hold the full retention amount. For each additional *** period past the first *** after the final completion date there is a delay in completion of the installation of the approximately *** endpoints due to parties outside of Supplier’s control such that the performance measurement cannot take place, then Owner will return an additional *** of the retention dollars. In the event the acceptance process indicates that the designated performance level of one or more of the *** and the root cause of the deficiency(ies) is determined to be related to Supplier’s performance, then refer to the Segment acceptance process described above under Acceptance, Section 8.12 of the SOW.

Supplier will present retention amounts on the invoices in accordance with the language above. Supplier will invoice Owner when each retention amount is due.

A similar retention process will be used for segments of the Owner deployment subsequent to the Delaware segment. The segments are as follows:

· Delmarva Power - Delaware

· Delmarva Power - Maryland

· Pepco - Maryland

· Pepco – District of Columbia

· Atlantic City Electric – New Jersey

9

EXHIBIT L Hosting Agreement

Hosting Agreement

The parties will complete and attach the Hosting Agreement within 30 days from the effective date of this Contract.

1

EXHIBIT M SOURCE CODE AND MANUFACTURING KNOW-HOW ESCROW AGREEMENT

Multi Licensee Deposit Account

Software Escrow Agreement

(Premium Solution)

Date April 4, 2007

Licensor Silver Spring Networks, Inc.

Agreement Number 38105

Notice: The parties to this Agreement are obliged to inform NCC Group of any changes to the Software or in their circumstances (Including change of name, principal office, contact details or change of owner of the intellectual property in the Software).

© NCC Group 1984-2006 USML Dep Ag Prem

Escrow Agreement Dated:

Between:

(1) Silver Spring Networks, Inc. whose principal office is at [Licensoraddress] (“Licensor”): and

(2) NCC Group, Inc. a corporation organized and existing under the laws of Virginia with its principal office at 1731 Technology Drive, Suite 880, San Jose, California 95110, USA (“NCC Group”).

Background:

(A) Licensee has been granted a license to use the Software which comprises computer programs.

(B) Certain technical information and/or documentation relating to the Software is the confidential information and intellectual property of Licensor or a third party.

(C) Licensor acknowledges that in certain circumstances, such information and/or documentation would be required by Licensee in order for it to continue to exercise its rights under its License Agreement with the Licensor.

(D) The parties therefore agree that such information and/or documentation should be placed with a trusted third party. NCC Group, so that such information and/or documentation can be released to Licensee should certain circumstances arise.

Agreement:

In consideration of the mutual undertakings and obligations contained in this Agreement, the parties agree that:

1 Definitions and Interpretation

1.1 In this Agreement the following terms shall have the following meanings:

“Agreement” means the terms and conditions of this multi licensee deposit account software escrow agreement set out below, including the Schedules and Appendices hereto.

“Confidential Information” means all technical and/or commercial information not in the public domain and which is designated in writing as confidential by any party.

“Deposit Account” means an account set up on the execution of a Deposit Account Agreement under which specific Escrow Material is deposited by the Licensor with NCC Group.

“Deposit Account Agreement” means an agreement in the form attached as Appendix 1, for the setting up of a Deposit Account.

“Deposit Form” means the form at Schedule 1 which is to be completed by Licensor and delivered to NCC Group with each deposit of the Escrow Material.

“Escrow Material” means the Source Code of the Software and such other material and documentation (including updates and upgrades thereto and new versions thereof) as are necessary to be delivered or deposited to comply with Clause 3 of this Agreement.

“Full Verification” means, the tests and processes forming NCC Group’s Full Verification service and/or such other tests and processes as may be agreed between the parties for the verification of the Escrow Material.

“Integrity Testing” means those tests and processes forming NCC Group's integrity Testing service, in so far as they can be applied to the Escrow Material.

“Intellectual Property Rights” mean any copyright, patents, design patents, registered designs, design rights, utility models, trademarks, service marks, trade secrets, know how, database rights, moral rights, confidential information, trade or business names, domain names, and any other rights of a similar nature including industrial and proprietary rights and other similar protected rights in any country or jurisdiction together with all registrations, applications to register and rights to apply for registration of any of the aforementioned rights and any licenses of or in respect of such rights.

“License Agreement” means the agreement under which a Licensee was granted a license to use the Software.

“Licensee” means any person, firm, company or other entity:

1.1.1 to whom a license to use the Software has been granted; and

Version 12.15.06	2
Agreement Number [      ]

© NCC Group 1984-2006 USML Dep Ag Prem

1.1.2 whom Licensor has approved for registration under a Deposit Account Agreement; and 

1.1.3 who has agreed to be bound by the terms and conditions of a Deposit Account Agreement by executing a completed Registration Agreement, forwarding the same to NCC Group and the receipt and registration of which has been acknowledged by NCC Group in writing to Licensor and Licensee;

and references in this Agreement to Licensee shall be to the relevant Licensee or Licensees given the context  in which such reference is made.

“Letter of Intent” means the form completed by Licensor or Licensee containing the information to enable NCC Group to set up this Agreement, a Deposit Account Agreement or a Registration Agreement.

“Registration Agreement” means an agreement in the form set out in Appendix 2 to be signed by Licensor, NCC Group and any company wishing to be a party to a Deposit Account Agreement or Deposit Account Agreement, as a Licensee and accordingly, to take the benefit of and be bound by the terms and conditions of the Agreement including payment obligations as may be defined in the Registration Agreement.

“Release Purposes” means the sole and limited purposes of understanding, maintaining, modifying and correcting the Software exclusively for and on behalf of Licensee together with such other purposes (if any) as are explicitly permitted under the License Agreement.

“Software” means the software together with any updates and upgrades thereto and new versions thereof licensed to Licensee under the License Agreement details of which are set out in Schedule 1 of a Deposit Account Agreement. Software may be accompanied by technical specifications relating to hardware and firmware.

“Source Code” means the computer programming code of the Software in human readable form.

1.2 This Agreement shall be interpreted in accordance with the following:

1.2.1 headings are for ease of reference only and shall not be taken into consideration in the interpretation of this Agreement:

1.2.2 all references to Clauses and Schedules are references to Clauses and Schedules of this Agreement; and

1.2.3 all references to a party or parties are references to a party or parties to this Agreement.

2 Deposit Accounts

2.1 Each time that the Licensor wishes to deposit different Escrow Material under the terms of this Agreement, the Licensor and NCC Group must execute a completed Deposit Account Agreement containing the details of the Escrow Material to be deposited in accordance with the obligations contained in Clause 3.

2.2 Each signed Deposit Account Agreement shall be supplemental to and be governed by the terms of this Agreement.

2.3 For the avoidance of doubt, if the Escrow Material to be deposited is on update to or development of Escrow Material already deposited under an existing Deposit Account, the deposit of such Escrow Material shall not require a new Deposit Account and shall be deposited under the relevant existing Deposit Account.

3 Licensor's Duties and Warranties

3.1 Licensor shall:

3.1.1 deliver a copy of the Escrow Material to NCC Group within 30 days of the date NCC Group receives an executed Deposit Account Agreement;

3.1.2 deliver an update or replacement copy of the Escrow Material to NCC Croup within 30 days of a material update, error correction, enhancement, maintenance release or functional modification to the Software which results in an updated delivery of the object code version of the Software to Licensee:

3.1.3 ensure that each copy of the Escrow Material deposited with NCC Group comprises the Source Code of the latest version of the Software used by Licensee:

3.1.4 deliver to NCC Group an update or replacement copy of the Escrow Material within 30 days after the anniversary of the last delivery of the Escrow Material to ensure that the integrity of the Escrow Material media is maintained:

Version 12.15.06	3
Agreement Number [      ]

© NCC Group 1984-2006 USML Dep Ag Prem

3.1.5 deliver with each deposit of the Escrow Material a Deposit Form which includes the following information: 

3.1.5.1 details of the deposit including the full name of the Software (i.e. the original name as set out under Schedule 1 to the Deposit Account Agreement together with any new names given to the Software by Licensor), version details, media type, backup command/software used, compression used, archive hardware and operating system details; and

3.1.5.2 password/encryption details required to access the Escrow Material:

3.1.6 deliver with each deposit of the Escrow Material the following technical information (where applicable):

3.1.6.1 documentation describing the procedures for building, compiling and installing the software, including names and versions of the development tools;

3.1.6.2 Software design information (e.g. module names and functionality): and

3.1.6.3 name and contact details of employees with knowledge of how to maintain and support the Escrow Material; and

3.1.7 deposit a detailed list of the suppliers of any third party software and tools required to access, install, build or compile or otherwise use the Escrow Material.

3.2 Licensor warrants to both NCC Group and Licensee at the time of each deposit of the Escrow Material with NCC Group that:

3.2.1 it has the full right, ability and authority to deposit the Escrow Material:

3.2.2 in entering into this Agreement and any Deposit Account Agreement and performing its obligations under such agreements, it is not in breach of any of its ongoing express or implied obligations to any third party(s): and

3.2.3 the Escrow Material deposited under Clause 3.1 contains all information in human-readable form and is on suitable media to enable a reasonably skilled programmer or analyst to understand, maintain, modify and correct the Software.

4 Licensee’s Responsibilities and Undertakings

4.1 Licensee shall notify NCC Group of any change to the Software that necessitates a replacement deposit of the Escrow Material.

4.2 In the event that the Escrow Material is released under Clause 7, Licensee shall:

4.2.1 keep the Escrow Material confidential at all times;

4.2.2 use the Escrow Material only for the Release Purposes;

4.2.3 not disclose the Escrow Material to any person save such of Licensee’s employees or contractors who need to know the same for the release purposes. In the event that Escrow Material is disclosed to its employees or contractors. Licensee shall ensure that they are bound by the same confidentiality obligations as are contained in this Clause 4.2;

4.2.4 hold all media containing the Escrow Material in a safe and secure environment when not in use; and

4.2.5 forthwith destroy the Escrow Material should Licensee cease to be entitled to use the Software under the terms of the License Agreement.

5 NCC Group’s Duties

5.1 NCC Group shall:

5.1.1 at all times during the term of this Agreement, retain the latest deposit of the Escrow Material in a safe and secure environment;

5.1.2 notify Licensor and the relevant in Licensee of the acceptance of any Registration Agreement; and

5.1.3 inform Licensor and Licensee of the receipt of any deposit of the Escrow Material by sending to both parties a copy of the Deposit Form and/or the Integrity Testing report or Full Verification report (as the case may be) generated from the testing processes carried out under Clause 11.

Version 12.15.06	4
Agreement Number [      ]

© NCC Group 1984-2006 USML Dep Ag Prem

5.2 In the event of failure by Licensor to deposit any Escrow Material with NCC Group, NCC Group shall not be responsible for procuring such deposit and may, at its sole discretion, notify the Licensor and Licensee of Licensor’s failure to deposit any Escrow Material. 

5.3 NCC Group may appoint agents, contractors or sub-contractors as it deems fit to carry out the integrity Testing and the Full Verification processes. NCC Group shall ensure that any such agents, contractors and sub-contractors are bound by the same confidentiality obligations as are contained in Clause 9.

5.4 NCC Group has the right to make such copies of the Escrow Material as may be necessary solely for the purposes of this Agreement.

6 Payment

6.1 The parties shall pay NCC Group’s fees and charges as published from time to time or as otherwise agreed, in the proportions set out in the Letter of intent between the parties. NCC Group’s fees as published are exclusive of any applicable sales tax.

6.2 if NCC Group is required to perform any additional or extraordinary services as a result of being an escrow agent including intervention in any litigation or proceeding, NCC Group shall receive reasonable compensation for such services and be reimbursed for all costs incurred, including reasonable attorney’s fees.

6.3 NCC Group shall be entitled to review and vary its standard fees and charges for its services under this Agreement from time to time but no more than once a year and by no more than eight percent (8%) of the prior year’s fees and only upon 45 days written notice to the parties.

6.4 All invoices are payable within 45 days from the date of invoice, interest shall accrue at the lesser of 1.5% per month or the maximum amount permitted by applicable law for any fees that are undisputed by the paying party and remain unpaid  for more than 45 days past the due date of the applicable invoice.

6.5 In the event of a dispute made in+ good faith as to the amount of fees, the party responsible for payment agrees to remit payment on any undisputed amount(s) in accordance with Clause 6.1 above. In such circumstances, the interest on the fees shall not accrue as to any disputed amounts unless not paid within 30 days after such dispute has been resolved by the parties.

6.6 NCC Group shall have no obligations under this Agreement until the initial invoice has been paid in full.

7 Release Procedures

7.1 Subject to: (i) the remaining provisions of this Clause 7 and (ii) the receipt by NCC Group of the fees chargeable upon a release and any other fees and interest (if any) outstanding under this Agreement. NCC Group will release the Escrow Material to a duly authorized representative of Licensee if any of the events listed at clause 6 of the Registration Agreement (“Release Event(s)”) occur.

7.2 Licensee must notify NCC Group of the Release Event specified by delivering to NCC Group a notice in writing (“Notice”) declaring that such Release Event has occurred and specifying the Deposit Account(s) so affected, and setting out the facts and circumstances of the Release Event, that the License Agreement and any maintenance agreement, if relevant, for the Software was still valid and effective up to the occurrence of such Release Event and exhibiting such documentary evidence in support of the Notice as NCC Group shall reasonably require.

7.3 Upon receipt of a Notice from Licensee claiming that a Release Event has occurred:

7.3.1 NCC Group shall submit a copy of the Notice to Licensor (with a copy to the Licensee in order to acknowledge receipt of the Notice) by courier or other form of guaranteed delivery: and

7.3.2 unless within 14 calendar days after the date of dispatch of the Notice by NCC Group, NCC Group receives a counter-notice in writing from Licensor stating that in their view no such Release Event has occurred or, it appropriate, that the event or circumstance giving rise to the Release Event has been rectified as shown by documentation in support thereof,

NCC Group will release a copy of the Escrow Material to Licensee for its use for the Release Purposes.

Version 12.15.06	5
Agreement Number [      ]

© NCC Group 1984-2006 USML Dep Ag Prem

7.4 Upon receipt of the counter-notice from Licensor under Clause 7.3.2, NCC Group shall send a copy of the counter-notice and any supporting evidence to Licensee (with a copy to Licensor in order to acknowledge receipt of the counter-notices by courier or other form of guaranteed delivery. 

7.5 Within 90 days at dispatch of the counter-notice by NCC Group, Licensee may give notice to NCC Group that they wish to invoke the dispute resolution procedure under Clause 8.

7.6 if, within 90 days of dispatch of the counter-notice by NCC Group to Licensee. NCC Group has not been informed by Licensee that they wish the dispute resolution procedure under Clause 8 to apply, the Notice submitted by licensee will be deemed to be no longer valid and Licensee shall be deemed to have waived their right to release of the Escrow Material for the particular reason or event specified in the original Notice. In such circumstances, this Agreement shall continue in full force and effect.

8 Disputes

8.1 Upon receipt of Licensee’s notice requesting dispute resolution pursuant to Clause 7.5 above, NCC Group shall notify Licensor of the Licensee’s request for dispute resolution. Licensor and Licensee may submit their dispute to expedited nonbinding arbitration in Santa Clara County, California or Palm Beach County, Florida under Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed by the said rules. A copy of such decision shall be delivered immediately to Licensor, Licensee and NCC Group. To the extent Licensor and Licensee elect binding arbitration, the parties shall use their best efforts to commence the arbitration proceedings within 14 days following delivery of the counter-notice. Prior to the initiation of any binding arbitration procedure, the Licensor and Licensee shall use their commercially reasonable efforts to mutually agree upon (i) the maximum length of time of the arbitration from the date of notice of binding arbitration to the date of the arbitrator’s decision, (ii) the number of document requests (including subparts), (iii) the number of interrogatories (including subparts) on opposing parties, (iv) number of subpoena to third parties for testimonial depositions (and the length of such depositions), and (v) all other discovery matters will be governed by the Federal Rules of Civil Procedure. The arbitrator shall not have authority to award punitive damages. All expedited procedures prescribed by the AAA Commercial Arbitration Rules shall apply. The arbitrator shall either be a retired jurist or engaged in the practice of law with no less than ten (10 years experience in the area of software licensing or commercial information systems contract disputes. No person may be appointed as an arbitrator unless he or she is independent of each party, is knowledgeable regarding the subject matter of the dispute. The sole question to be determined by the arbitrator shall be whether or not there existed a Release Event at the time Licensee delivered the Notice to NCC Group and whether the event or circumstance giving rise to the release event has been rectified.

8.2 If the arbitrator finds that a Release Event existed at the time of delivery of the Notice to NCC Group. NCC Group is hereby authorized to release and deliver the Escrow Material to the Licensee within 5 working days of the decision being notified by the arbitrator to the parties. If the arbitrator finds to the contrary, then NCC Group shall not release the Escrow Material and shall continue to hold it in accordance with the terms of this Agreement.

8.3 The parties hereby agree that the costs and expenses of the arbitrator, the reasonable attorneys’ fees and costs incurred by the prevailing party in the arbitration and any costs incurred by NCC Group in the arbitration shall be paid by the non-prevailing party.

8.4 IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENT, THE PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT., OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY TO THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE CUSTOMER TO ENTER INTO THIS AGREEMENT.

9 Confidentiality

9.1 The Escrow Material shall remain at all times the confidential and intellectual property of Licensor

9.2 in the event that NCC Group releases the Escrow Material to Licensee, Licensee shall be permitted to use the Escrow Material only for the Release Purposes.

9.3 Subject to Clause 9.4, NCC Group agrees to keep all Confidential information relating to the Escrow Material and/or the Software that comes into its possession or to its knowledge under this Agreement in strict confidence and secrecy. NCC

Version 12.15.06	6
Agreement Number [      ]

© NCC Group 1984-2006 USML Dep Ag Prem

Group further agrees not to make use of such information and/or documentation other than for the purposes of this Agreement and, unless the parties should agree otherwise in writing and subject to Clause 9.4, will not disclose or release it other than in accordance with the terms of this Agreement. 

9.4 NCC Group may release the Escrow Material to the extent that it is required by applicable court order, judgment or decree provided that NCC Group has notified Licensor and Licensee prior to such required release, has given Licensor and/or Licensee an opportunity to contest (at their own expense) such required  release, within the time parameters mandated by such applicable court order, judgment or decree. NCC Group is hereby expressly authorized in its sole discretion to obey and comply with all orders, judgments, decrees so entered or issued by any court, without the necessity of inquiring as to the validity of such order, judgment or decree, or the court’s underlying jurisdiction. Where NCC Group obeys or complies with any such order, judgment or decree. NCC Group shall not be liable to Licensee. Licensor or any third party by reason of such compliance, notwithstanding that such order, judgment or decree may subsequently be reversed, modified or vacated.

9.5 Any request by a Licensee under clause 11.3 for a Full Verification shall not be disclosed to any other Licensee(s).

10 Intellectual Property Rights

10.1 The release of the Escrow Material to Licensee will not act as an assignment of any intellectual Property Rights that Licensor or any third party possesses in the Escrow Material. However, upon deposit of the Escrow Material, the title to the media upon which the Escrow Material is deposited (“Media”) is transferred to NCC Group. Upon delivery of the Escrow Material back to Licensor, the title to the Media shall transfer back to the Licensor. If the Escrow Material is released to the Licensee, the title to the Media shall transfer to the Licensee.

10.2 The Intellectual Property Rights in the Integrity Testing report and any Full Verification report shall remain vested in NCC Group. Licensor and Licensee shall each be granted a non-exclusive right and license to use the Integrity Testing report for the purposes of this Agreement and their own internal purposes only. Licensor and the party who commissioned the Full Verification shall each be granted a non-exclusive right and license to use the Full Verification report for the purposes of this Agreement and their own internal purposes only.

11 Integrity Testing and Full Verification

11.1 NCC Group shall bear no obligation or responsibility to any party to this Agreement or person, firm, company or entity whatsoever to determine the existence, relevance, completeness, accuracy, operation, effectiveness, functionality or any other aspect of the Escrow Material received by NCC Group under this Agreement.

11.2 As soon as practicable after the Escrow Material has been deposited with NCC Group. NCC Group shall apply its Integrity Testing processes to the Escrow Material.

11.3 Any party to this Agreement shall be entitled to require NCC Group to carry out a Full Verification. Subject to Clause 11.4, NCC Group’s prevailing fees and charges for the Full Verification processes and all reasonable expenses incurred by NCC Group in carrying out the Full Verification processes shall be payable by the requesting party.

11.4 If the Escrow Material fails to satisfy NCC Group’s Full Verification tests as a result of being defective or incomplete in content, NCC Group’s fees, charges and expenses in relation to the Full Verification tests shall be paid by Licensor.

11.5 Should the Escrow Material deposited fail to satisfy NCC Group’s Integrity Testing or Full Verification tests under Clauses 11.2 or 11.3, Licensor shall, within 14 days of the receipt of the notice of test failure from NCC Group, deposit such new, corrected or revised Escrow Material as shall be necessary to ensure its compliance with its warranties and obligations in Clause 3. If Licensor fails to make such deposit of the new, corrected or revised Escrow Material, NCC Group will issue a report to Licensee (with a copy to Licensor) detailing the problem with the Escrow Material as revealed by the relevant tests.

12 NCC Group’s Liability

12.1 Nothing in this Clause 12 excludes or limits the liability of NCC Group for its negligence or intentional misconduct.

12.2 Subject to Clause 12.1, no party shall be liable for any loss or damage caused to either Licensor or Licensee except to the extent that such loss or damage is caused by the negligent acts or omissions of or a breach of any contractual duly by such party, its employees, agents or sub-contractors and in such event such party’s total liability in respect of all claims arising under or by virtue of this Agreement or in connection with the performance or contemplated performance of this

Version 12.15.06	7
Agreement Number [      ]

© NCC Group 1984-2006 USML Dep Ag Prem

Agreement, shall not exceed the minimum dollar amounts of the insurance coverage required by Clause 15.13 except in the case where such liability relates to the indemnification protection afforded NCC Group by Licensor and any subject Licensee. 

12.3 NCC Group shall not be responsible in any manner whatsoever for any failure or inability of Licensor or Licensee to perform or comply with any provision of this Agreement.

12.4 NCC Group shall not be liable in any way to Licensor or Licensee for acting in accordance with the terms of this Agreement and specifically (without limitation) for acting upon any notice, written request, waiver, consent, receipt, statutory declaration or any other document furnished to it pursuant to and in accordance with this Agreement.

12.5 Subject to Clause 11, NCC Group shall not be required to make any investigation into, and shall be entitled in good faith without incurring any liability to Licensor or Licensee to assume (without requesting evidence thereof) the validity, authenticity, veracity and due and authorized execution of any documents, written requests, waivers, consents, receipts, statutory declarations or notices received by it in respect of this Agreement.

13 Indemnity

Licensor agrees to defend and indemnify NCC Group and to hold NCC Group harmless from and against any claims, suits or other proceedings, actions, losses, costs, liabilities or expenses incurred in connection with the defense thereof (including reasonable attorney’s fees), in each case which may be imposed on, or incurred by or asserted against NCC Group in any way arising out of or relating to this Agreement, provided that Licensor shall not be liable for that portion of any such indemnification amount resulting from NCC Group’s gross negligence or intentional misconduct or material breach of any contractual duty hereunder.

14 Term and Termination

14.1 This Agreement and any Deposit Account Agreement shall continue until terminated in accordance with this Clause 14.

14.2 If Licensor or Licensee, as the case may be, fails to pay an invoice addressed to it for services under this Agreement and/or any Deposit Account Agreement within 45 days of its issue. NCC Group reserves the right to give that party written notice to pay the outstanding invoice within 30 days. If Licensor has not paid its invoice by the expiry of the 30 day notice period. NCC Group will give Licensee(s) a period of 45 days to pay Licensor’s invoice. If Licensor or Licensee (as appropriate) has not paid its invoice after being given notice in accordance with this Clause, NCC Group shall have the right to terminate this Agreement, the relevant Deposit Account Agreement or the registration of Licensee  (as appropriate) without further notice. Any amounts owed by Licensor but paid by Licensee(s) will be recoverable by Licensee(s) direct from Licensor as a debt and, if requested. NCC Group shall provide appropriate documentation to assist in such recovery.

14.3 Upon termination of this Agreement and/or a Deposit Account Agreement in their entirely under the provisions of Clause 14.2, for 30 days from the date of termination NCC Group will make the Escrow Material available for collection by Licensor or its agents from the premises of NCC Group during office hours. After such 30 day period NCC Group will destroy the Escrow Material.

14.4 Notwithstanding any other provision of this Clause 14, NCC Group may resign as Escrow Agent hereunder and terminate this Agreement and/or a Deposit Account Agreement(s) by giving sixty (60) days written notice to Licensor and Licensee(s). In the event that this Agreement and/or a Deposit Account Agreement is terminated in its entirely, Licensor and Licensee(s) shall appoint a mutually acceptable new custodian on similar terms and conditions to those contained herein. If a new custodian is not appointed within 14 days of delivery of such notice, Licensor or Licensee(s) shall be entitled to request the American Arbitration Association to appoint a suitable new custodian upon terms and conditions consistent with those in this Agreement. Such appointment shall be final and binding on Licensor and Licensee(s). If NCC Group is notified of the new custodian within the notice period. NCC Group will forthwith deliver the Escrow Material to the new custodian. If NCC Group is not notified of the new custodian within the notice period and this Agreement and/or a Deposit Account Agreement has been terminated in its entirely. NCC Group will return the Escrow Material to Licensor.

14.5 Licensee may terminate any and all Deposit Account Agreements in respect of itself only at any time by giving sixty (60) days prior written notice to NCC Group.

14.6 If the License Agreement with a Licensee has expired or has been lawfully terminated, then Licensee shall endeavour to give notice to NCC Group within 14 days thereof to terminate its interest under the relevant Deposit Account Agreement(s), failing which, Licensor shall be entitled to give written notice to NCC Group to terminate the relevant

Version 12.15.06	8
Agreement Number [      ]

© NCC Group 1984-2006 USML Dep Ag Prem

Licensee’s interests under the relevant Deposit Account Agreement(s). Upon receipt of such a notice from Licensor. NCC Group shall notify Licensee of Licensor’s notice to terminate. Unless within 30 days of NCC Group giving such notice to Licensee. NCC Group receives a counter-notice from Licensee disputing the termination of the License Agreement, then Licensee shall be deemed to have consented to such termination and Licensee’s rights under the relevant Deposit Account Agreement shall immediately automatically terminate. Any disputes arising under this Clause shall be dealt with in accordance with the dispute resolution procedure in Clause 8. Upon termination of all registered Licensees under a Deposit Account Agreement under this Clause. NCC Group shall return the Escrow Material to Licensor. 

14.7 Subject to Clause 14.6, Licensor may only terminate the interests of any Licensee under a Deposit Account Agreement with the written consent of that Licensee.

14.8 Subject to Clause 14.6, Licensor may only terminate this Agreement or a Deposit Account Agreement in its entirety with the written consent of all Licensees.

14.9 A Deposit Account Agreement shall automatically immediately terminate in respect of a Licensee upon release of the Escrow Material to that Licensee in accordance with Clause 7.

14.10 If this Agreement or a Deposit Account Agreement is superseded and replaced by a new agreement in respect of the Escrow Material, this Agreement and/or the relevant Deposit Account Agreement shall, upon the coming into force of the new agreement in respect of a Licensee, automatically terminate in respect of that Licensee. When this Agreement and/or a Deposit Account Agreement has been terminated in respect of all Licensees who are registered under it, it shall immediately terminate in its entirely. Licensor shall request NCC Group to either transfer the Escrow Material to the new agreement. If new material is deposited, upon its receipt. NCC Group shall, unless otherwise instructed, destroy the Escrow Material.

14.11 The termination of this Agreement and/or a Deposit Account Agreement in respect of a Licensee shall be without prejudice to the continuation of this Agreement and/or the Deposit Account Agreement in respect of any other Licensees.

14.12 If any terminations of Licensees’ interests under this Agreement and/or a Deposit Account Agreement result in there being no Licensees registered under this Agreement and/or the Deposit Account Agreement, unless otherwise instructed by Licensor, this Agreement and/or the Deposit Account Agreement will continue and the Escrow Material will be retained by NCC Group pending registration of other Licensees.

14.13 The provisions of Clauses 1, 4.2, 6, 9, 10, 11.1, 12, 13, 14.13 to 14.15 (inclusive) and 15 shall continue in full force after termination of this Agreement.

14.14 On and after termination of this Agreement and/or a Deposit Account Agreement, Licensor and/or Licensee(s) (as appropriate) shall remain liable to NCC Group for payment in full of any fees and interest which have become due but which have not been paid as at the date of termination.

14.15 The termination of this Agreement and/or a Deposit Account Agreement, however arising, shall be without prejudice to the rights accrued to the parties prior to termination.

15 General

15.1 Licensor and Licensee(s) shall notify NCC Group and each other, within 30 days of its occurrence, of any of the following:

15.1.1 a change of its name, principal office, contract address or other contact details; and

15.1.2 any material change in its circumstances that may affect the validity or operation of this Agreement or a Deposit Account Agreement.

15.2 This Agreement shall be governed by and construed according to the laws of the state of California, excluding that body of law known as conflict of law.

15.3 This Agreement, the relevant Deposit Account Agreement together with, in respect of each Licensee, their Registration Agreement represents the whole agreement relating to the escrow arrangements between NCC Group. Licensor and that Licensee for the Software and shall supersede all prior agreements, discussions, arrangements, representations, negotiations and undertakings. In the event of any conflict between these documents, the terms of this Agreement shall prevail.

Version 12.15.06	9
Agreement Number [      ]

© NCC Group 1984-2006 USML Dep Ag Prem

15.4 Unless the provisions of this Agreement otherwise provide, any notice or other communication required or permitted to be given or made in writing hereunder shall be validity given or made if delivered by hand or courier or if dispatched by certified or registered mail (airmail if overseas) addressed to the address specified for the parties in this Agreement or their Registration Agreement (or such other address as may be notified to the parties from time to time) or if sent by facsimile message to such facsimile number as has been notified to the parties from time to time and shall be deemed to have been received: 

(i) if delivered by hand or courier, one day following the time of delivery;

(ii) if sent by certified or registered mail (airmail if overseas), 3 business days after posting (6 days if sent by airmail);

(iii) if sent by facsimile, one day following the time of completion of the transmission of the facsimile with facsimile machine confirmation of transmission to the correct facsimile number of all pages of the notice.

15.5 Except where Licensor or Licensee merges, is acquired or has substantially all of its assets acquired and the new entity or acquirer agrees to assume all of their obligations and liabilities under this Agreement and the relevant Deposit Account Agreement, Licensor and Licensee shall not assign, transfer or subcontract this Agreement or any rights or obligations hereunder without the prior written consent of the other parties.

15.6 NCC Group shall not be entitled to transfer or assign this Agreement without the prior written consent of Licensor and thereupon written notice to all Licensees, provided, however, that in the event of the acquisition of NCC Group, NCC Group shall be entitled to transfer or assign this Agreement in connection with such acquisition upon written notice to both Licensor and all Licensees.

15.7 This Agreement shall be binding upon and survive for the benefit of the successors in title and permitted assigns of the parties.

15.8 If any provision of this Agreement is declared too broad in any respect to permit enforcement to its full extent, the parties agree that such provision shall be enforced to the maximum extent permitted by law and that such provision shall be deemed to be varied accordingly. If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, or unenforceable, it shall, to the extent of such illegality, invalidity or unenforceability, be deemed severable and the remaining part of the provision and the rest of the provisions of this Agreement shall continue in full force and effect.

15.9 Save as expressly provided in this Agreement, no amendment or variation of this Agreement or a Deposit Account Agreement shall be effective unless in writing and signed by a duly authorized representative of each of the parties to it.

15.10 The parties shall not be liable to each other or be deemed to be in breach of this Agreement by reason of any delay in performing, or failure to perform, any of their obligations under this Agreement if the delay or failure was for a reason beyond that party’s reasonable control (including, without limitation, fire, flood, explosion, epidemic, riot, civil commotion, any strike, lockout or other industrial action, act of God, war or warlike hostilities or threat of war, terrorist activities, accidental or malicious damage, or any prohibition or restriction by any governments or other legal authority which affects this Agreement and which is not in force on the date of this Agreement). a party claiming to be unable to perform its obligations under this Agreement (either on time or at all) in any of the circumstances set out above must notify the other parties of the nature and extent of the circumstances in question as soon as practicable. If such circumstances continue for more than six months, any of the other parties shall be entitled to terminate this Agreement by giving one month’s notice in writing.

15.11 No waiver by any party of any breach of any provisions of this Agreement shall be deemed to be a waiver of any subsequent or other breach and, subject to Clause 7.6, no failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver thereof.

15.12 This Agreement may be executed in any number of counterparts and by different parties in separate counterparts. Each counterpart when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.

Version 12.15.06	10
Agreement Number [      ]

© NCC Group 1984-2006 USML Dep Ag Prem

15.13 NCC Group shall, at its sole cost and expense, throughout the term of this Agreement, procure and maintain in full force and effect, the following insurance coverage with an insurance carrier that is rated B+ or better by A.M.Best. NCC Group shall provide Licensor and allLicensees hereunder with a certificate of insurance evidencing such coverage. All certificatesof insurance shall require that Licensor and Licensee be provided with no less than thirty (30) days advance written notice of cancellation of the stated coverage, and NCC Group shall request that its insurer use its best efforts to provide at least thirty (30) days advance written notification of such cancellation. 

Type of Insurance	Coverage Amount	Type of Insurance	Coverage Amount
General Liability	$2,000,000 General Aggregate
General Liability	$1,000,000 Each Occurrence	Umbrella Coverage	$5,000,000 General Aggregate
Professional Liability	$1,000,000 Each Occurrence

Signed for and on behalf of Silver Spring Networks, Inc.

Name:	***	***
Position.:	***	(Authorized Signatory)

Signed for and on behalf of NCC GROUP, INC.

Name:	***	***
Position:	***	(Authorized Signatory)

Version 12.15.06	11
Agreement Number [      ]

Source Code and ManufacturingKnow-How Escrow Agreement

Appendix 2

Registration Agreement

NOTE: ACOPY OF THIS REGISTRATION AGREEMENT MUST BE DULY SIGNED BY AN AUTHORIZED SIGNATORY AND RETURNED TO NCC GROUP BEFORE A LICENSEE CAN CLAIM PROTECTION UNDER THE RELEVANT DEPOSIT ACCOUNT.

Agreement between:

(1) Silver Spring Networks, Inc. whose principal office is at 575 Broadway Street, Redwood City, CA 94063 (“Licensor”);

(2) NCC Group, Inc. a corporation organized and existing under the laws of Virginia with its principal office at 1731 Technology Drive, Suite 880, San Jose, California 95110, USA (“NCC Group”); and

(3) PHI Service Company, whose principal office is at (Licensee’s Address) (“Licensee”);

Agreement:

1. This registration agreement (“Registration Agreement”)is supplemental to the terms and conditions of the multi licensee deposit account software escrow agreement number 38105 dated April 4, 2007 (“Escrow Agreement”) and the Deposit Account Agreement(s) (as defined in the Escrow Agreement) number(s) 40466 dated March 3, 2008, both between Licensor and NCC Group.

2. This registration agreement is entered into pursuant to the PHI SERVICE COMPANY – Silver Spring Networks TERMS AND CONDITIONS FOR Supply and Installation of Smart Grid System dated ____________, 2009 (the “Supply Agreement”).

3. This Registration Agreement, the Escrow Agreement and the relevant Deposit Account Agreement(s) together shall form a binding agreement between Licensor, NCC Group and Licensee in accordance with the terms of the Escrow Agreement.

4. Licensee agrees to defend and indemnify NCC Group and to hold NCC Group harmless from and against any third party claims, suits or other proceedings, actions, losses, costs, liabilities or expenses incurred in connection with the defense thereof (including reasonable attorney’s fees), in each case which may be imposed on, or incurred by or asserted against NCC Group in any way arising out of or relating to this Agreement, provided that Licensee shall not be liable for that portion of any such indemnification amount resulting from NCC Group’s negligence or intentional misconduct. NCC Group agrees to defend and indemnify Licensee and hold Licensee harmless from and against any third party claims, suits or other proceedings, actions, losses, costs, liabilities or expenses incurred in connection with the defense thereof (including reasonable attorney’s fees), in each case which may be imposed on, or incurred by or asserted against Licensee in any way arising out of or relating to NCC Group’s negligence or intentional misconduct.

5. Licensee hereby agrees to take the benefit of, agrees and undertakes to perform its obligations under and be bound by the terms and conditions of the Escrow Agreement, including the payment obligations defined below, as though they were a party to the Escrow Agreement and the Deposit Account Agreement and named therein as a Licensee.

1

6. Licensor and Licensee agree to compensate NCC Group for its services pursuant to this agreement according to the schedule following: 

	DESCRIPTION	RATE	LICENSOR	LICENSEE
1	Annual Escrow Management Fee	$	100%	Nil
2	Deposit Account Initial Fee	$	100%	Nil
3	Licensee Registration Fee (per individual Licensee registered, payable upon registration and upon the escrow account’s anniversary every year thereafter)	$	Nil	100%
4	Scheduled Update Fee (2nd and subsequent scheduled deposits in any one year, payable on completion of this Agreement and in advance of each anniversary thereafter)	$	100%	Nil
5	Licensee Termination Fee	$	Nil	100%
6	Release Fee (plus NCC Group’s reasonable expenses)	$	Nil	100%

7. This Registration Agreement shall take effect when NCC Group has registered Licensee as a party to the relevant Deposit Account Agreement.

8. The Deposits made for the benefit of Licensee are:

a.Source Code and Documentation; and

b.Manufacturing Know-How:

9. The Release Events for the undersigned Licensee are as follows:

a. For the Source Code:

1.

(i) a receiver, trustee, or similar officer is appointed for the business or property of Licensor; or

(ii) Licensor files a petition in bankruptcy, files a petition seeking any reorganization (without confirming immediately in writing to Licensee that it will continue to maintain the Software in accordance with the terms of the License Agreement or any applicable maintenance agreement), makes an arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors; or

(iii) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against Licensor and not stayed, enjoined, or discharged within 60 days; or

(iv) Licensor takes any corporate action authorizing any of the foregoing; or

(v) any similar or analogous proceedings or event to those in Clauses 7.1.1 to 7.1.3 above occurs in respect of Licensor within any jurisdiction outside the USA; or

2.

(i) Licensee determines in its good faith discretion that Licensor has failed to or is unable to maintain the Software as per the Supply Agreement for a period of at least sixty (60) days; and

(ii) Licensee has given written notice to Licensor; and

(iii) within two (2) weeks following said notice, Licensor has still failed to maintain the Software as per the Supply Agreement; or

3.

Licensor is in material breach of its obligations as to maintenance or modification of the Software under the Supply Agreement or any maintenance agreement entered into in connection with the Software and has failed to remedy such default notified by Licensee to Licensor within a reasonable period.

b.For the Manufacturing Know-How

1.

(i) a receiver, trustee, or similar officer is appointed for the business or property of Licensor; or

2

(ii) Licensor files a petition in bankruptcy, files a petition seeking any reorganization (without confirming immediately in writing to Licensee that it will continue to maintain the Software in accordance with the terms of the License Agreement or any applicable maintenance agreement), makes an arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors; or 

(iii) Any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against Licensor and not stayed, enjoined, or discharged within 60 days; or

(iv) Licensor takes any corporate action authorizing any of the foregoing; or

(v) Any similar or analogous proceedings or event to those in Clauses 7.1.1 to 7.1.3 above occurs in respect of Licensor within any jurisdiction outside the USA; or

2.

Licensee terminates the Supply Agreement for a “Supplier Event of Default” as defined in section 19.2 of the Supply Agreement, in the manner provided for termination in Section 20.3(a) of the Supply Agreement; or

3.

A force majeure event prevents Licensor from performing a material obligation under the Supply Agreement for more than ninety (90) days.

3

Signed for and on behalf of PHI Service Company (Licensee)

Name:	***
Position:	***	(Authorized Signatory)
Date:	1/30/2009

Signed for and on behalf of Silver Spring Networks, Inc.

Name:	/s/ Scott Lang
Position:	CEO	(Authorized Signatory)
Date:	2-4-08

Signed for and on behalf of NCC GROUP, INC.

Name:
Position:	(Authorized Signatory)
Date:

4

Appendix 2

Registration Agreement

NOTE:A COPY OF THIS REGISTRATION AGREEMENT MUST BE DULY SIGNED BY AN AUTHORIZED SIGNATORY AND RETURNED TO NCC GROUP BEFORE A LICENSEE CAN CLAIM PROTECTION UNDER THE RELEVANT DEPOSIT ACCOUNT.

Agreement between:

(1) Silver Spring Networks, Inc. whose principal office is at 555 Broadway St Redwood City, CA 94063 (“Licensor”);

(2) NCC Group, Inc. a corporation organized and existing under the laws of Virginia with its principal office at 1731 Technology Drive, Suite 880, San Jose, California 95110, USA (“NCC Group”); and

(3) PHI Services Company whose principal office is at 701 Ninth Street, N.W. Washington DC 20068 (“Licensee”);

Agreement:

1. This registration agreement (“Registration Agreement”) is supplemental to the terms and conditions of the multi licensee deposit account software escrow agreement number 38105 dated April 4, 2007 (“Software Escrow Agreement”) and the Deposit Account Agreement(s) (as defined in the Escrow Agreement) between Licensor and NCC Group for the following number(s):

a.	52043 (AMM; MT, GMR, DB),
b.	52044 (NEM),
c.	52405 (CAAS, TMB, REG, DMS, DLCA, SAM, NEC),
d.	52046 (DA),
e.	52047 (DRM),
f.	52052 (ODS),
g.	58401 (FWU), and
h.	58402(MPC

And agreement number 41932 dated December 15^th, 2008 (“Manufacturing Escrow Agreement”) and the Deposit Account Agreement(s) (as defined in the Escrow Agreement) between licensor and NCC Group for the following number(s):

a. 43074: PHI Services Company

For clarity, the Software Escrow Agreement and Manufacturing Escrow Agreement are herein reffered to collectively as the “Escrow Agreements”.

2. This Registration Agreement, the Escrow Agreements and the relevant Deposit Account Agreement(s) together shall form a binding agreement between Licensor, NCC Group and Licensee in accordance with the terms of the Escrow Agreements.

3. This registration agreement is entered into pursuant to the PHI SERVICE COMPANY – Silver Spring Networks TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM dated January 30, 2009

PHI LRA 20140514(rev1)clean – PHI Signed;2

4. Licensee agrees to defend and indemnify NCC Group and to hold NCC Group harmless from and against any third party claims, suits or other proceedings, actions, losses, costs, liabilities or expenses incurred in connection with the defense thereof (including reasonable attorney’s fees), in each case which may be imposed on, or incurred by or asserted against NCC Group in any way arising out of or relating to this Agreement, provided that Licensee shall not be liable for that portion of any such indemnification amount resulting from NCC Group’s negligence or intentional misconduct. NCC Group agrees to defend and indemnify Licensee and hold Licensee harmless from and against any third party claims, suits or other proceedings, actions, losses, costs, liabilities or expenses incurred in connection with the defense thereof (including reasonable attorney’s fees), in each case which may be imposed on, or incurred by or asserted against Licensee in any way arising out of or relating to NCC Group’s negligence or intentional misconduct. 

5. Licensee hereby agrees to take the benefit of, agrees and undertakes to perform its obligations under and be bound by the terms and conditions of the Escrow Agreements, including the payment obligations defined below, as though they were a party to the Escrow Agreements and the Deposit Account Agreement and named therein as a Licensee.

6. Licensor and Licensee agree to compensate NCC Group for its services pursuant to this agreement according to the schedule following:

	DESCRIPTION	RATE	LICENSOR	LICENSEE
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***

7. This Registration Agreement shall take effect when NCC Group has registered Licensee as a party to the relevant Deposit Account Agreement.

8. The Deposits made for the benefit of Licensee are:

a. Source Code and Documentation; and

b. Manufacturing Know-How;

9. The Release Events for the undersigned Licensee are as follows:

a. For the Source Code:

1. Any of the following conditions:

(i) a receiver, trustee, or similar officer is appointed for the business or property of Licensor; or

(ii) Licensor files a petition in bankruptcy, files a petition seeking any reorganization (without confirming immediately in writing to Licensee that it will continue to maintain the Software in accordance with the terms of the License Agreement or any applicable maintenance agreement), makes an arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors; or

(iii) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against Licensor and not stayed, enjoined, or discharged within 60 days; or

(iv) Licensor takes any corporate action authorizing any of the foregoing; or

(v) any similar or analogous proceedings or event to those in Clauses 9(a)(1)(i) to 9(a)(1)(iii) above occurs in respect of Licensor within any jurisdiction outside the USA; or

(vi) Licensor or any successor ceases to carry on its business or the part of its business which relates to the Software; or

(vii) Licensor or, where relevant, its agent, parent, subsidiary or associated company is in material breach of its obligations as to maintenance or modification of the Software under the License Agreement or any maintenance agreement entered into in connection with the Software and has failed to remedy such default notified by Licensee to Licensor within a reasonable period.

2. Or all the following conditions:

(i) Licensee determines in its good faith discretion that Licensor has failed to or is unable to maintain the Software as

Version 12.15.06	2
Agreement Number [      ]

per the Supply Agreement for a period of at least sixty (60) days; and 

(ii) Licensee has provided written notice to Licensor; and

(iii) Within two (2) weeks following said notice, Licensor has still failed to maintain the Software as per the Supply Agreement; or

3. Or

Licensor is in material breach of its obligations as to Maintenance or modification of the Software under the Supply agreement or any maintenance agreement entered into in connection with the Software and has failed to remedy such default notified by Licensee to Licensor within a reasonable period.

b. For the Manufacturing Know-How

1.

(i) a receiver, trustee, or similar officer is appointed for the business or property of Licensor; or

(ii) Licensor files a petition in bankruptcy, files a petition seeking any reorganization (without confirming immediately in writing to Licensee that it sill continue to maintain the Software in accordance with the terms of the Licnese Agreement or any applicable maintenance agreement), makes and arrangement, composition, or similar relief under any law regarding incolvency or relief for debtors, or makes an assignment for the benefit of creditors; or

(iii) Any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against Licensor and not stayed, enjoined, or discharged within 60 days; or

(iv) Licensor takes any corporate action authorizing any of the foregoing; or

(v) Any similar or analogous proceedings or event to those in Clauses 9(b)(1)(i) to 9(b)(1)(iii) above occurs in respect of Licensor within any jurisdiction outside the USA; or

2.

Licensee terminates the Supply Agreement for a “Supplier Event of Default” as defined in section 19.2 of the Supply Agreement, in the manner provided for termination in Section 20.3(a) of the Supply Agreement; or

3.

A force majure event prevents Licensor from performing a material obligation under the Supply Agreement for more than ninety (90) days.

Signed for and on behalf of PHI Service Company (Licensee)

Name:	***	/s/ ***
Position:	CISO	(Authorized Signatory)
Date:	May 19, 2014

Signed for and on behalf of Silver Spring Networks, Inc. (Licensor)

Name:	***	/s/ ***
Position:	VP - Client Delivery - SSN	(Authorized Signatory)
Date:	May 19, 2014

Signed for and on behalf of NCC GRUP, INC.

Name:
Position:	(Authorized Signatory)
Date:

Version 12.15.06	3
Agreement Number [      ]

ADDENDUM Number One To PHI SERVICE COMPANY - SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM

This Addendum Number One to the PHI SERVICE COMPANY - SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM between PHI Service Company (“Owner”) and Silver Spring Networks, Inc. (“Supplier”) dated January 30, 2009 (the “Contract”) clarifies the terms of the Software license granted to Owner,

Effective dAte of this addendum NumberOne: February 24, 2009

NOW, THEREFORE, in consideration of the promises and mutual covenants between the Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Contract as follows:

1.Meter and NIC Test In Shop (MANTIS) Tool.

a. Restrictions on Use. New Subsection 3.3 is added to the Contract.

3.3. Additional Limits on License: MANTIS Tool. Owner may not (directly or indirectly, in whole or in part):

3.3.1 use the MANTIS Tool in *** the Laboratory;

3.3.2 *** from theLaboratory; or

3.3.3 make copies ofthe MANTIS Tool for any reason includingback-up or archival purposes.

3.3.4 “Laboratory” means a meter diagnosis and testing facility owned or controlled by Owner which is subject to the security clearance procedures Owner observes at Owner’s secure sites.

b. Sublicensing. Notwithstanding the provisions of Subsection 3.2.1 of the Contract, Owner may sublicense *** to its outsourcing services provider *** provided that Owner executes a sublicensing agreement with ***: (i) with licensing terms which are no less restrictive than the terms of Section 3 of the Contract, as amended and (ii) which includes the following provision: “Third Party Beneficiary. You are hereby notified that Silver Spring Networks, Inc., a Delaware corporation located at 555 Broadway Street, Redwood City, California 94063 is a third party beneficiary to this Sublicense, This Sublicense is enforceable by Silver Spring Networks, Inc. in addition to PHI Service Company with respect to such software.”

Page Two of Two

c. Clickwrap License. ***.

2. Fish Tool. Exhibit J to the Contract is amended to clarify that the Software includes the Fish Tool by inserting the following paragraph at the end of Exhibit J.

FISH - Field Install Tool — ***. The Field Installation Support Handheld is a tool for installing Silver Spring Networks Intelligent Endpoints. The tool consists of a handheld computer, running SSN application software, connected to the SSN Field Service Unit (FSU) over a USB port. The application software transmits messages through the FSU to the Intelligent Endpoint, and also receives messages using the same path. This enables the installation technician to configure the SSN Intelligent Endpoint for field use.

All provisions of the Contract, except as supplemented by this Addendum Number One, shall remain in full force and effect and are reaffirmed. Other than as stated in this Addendum Number One, this Addendum Number One shall not operate as a waiver of any condition or obligation imposed on the parties under the Contract. In the event of any conflict, inconsistency, or incongruity between any provision of this Addendum Number One and any provision of the Contract, the provisions of this Addendum Number One shall govern and control. Governing law and venue for this Addendum Number One shall be the governing law set forth in the Contract. This Addendum Number One is not effective unless signed by both Parties. This Addendum Number One may be executed in two counterparts with the same effect as if both signing Parties had signed the same document. The counterparts shall be construed together and constitute the same instrument.

In Witness Whereof, the Parties have caused this Addendum Number One to be executed by their duly authorized representatives as of the date(s) first forth above.

PHI SERVICE COMPANY

By:	***
Name:	***
Title:	Manager of ***

SILVER SPRING NETWORKS, INC.

By:	/s/ Jordan J. Breslow
Name:	Jordan J. Breslow
Title:	General Counsel & Secretary

APPROVED BY LEGAL:

***

***

ADDENDUM NUMBER TWO To PHI SERVICE COMPANY – SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM

This Addendum Number Two to the PHI SERVICE COMPANY – SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM between PHI Service Company (“Owner”) and Silver Spring Networks, Inc. (“Supplier”) dated January 30, 2009 (the “Contract”) clarifies the terms of the Software license granted to Owner.

Effective date of this addendum Number Two: March 9, 2009

NOW, THEREFORE, in consideration of the promises and mutual covenants between the Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Contract as follows:

The attached document is attached to the Contract as “Exhibit L – Hosting Services.”

All provisions of the Contract, as amended, except as supplemented by this Addendum Number Two, shall remain in full force and effect and are reaffirmed. Other than as stated in this Addendum Number Two, this Addendum Number Two shall not operate as a waiver of any condition or obligation imposed on the parties under the Contract. In the event of any conflict, inconsistency, or incongruity between any provision of this Addendum Number Two and any provision of the Contract, the provisions of this Addendum Number Two shall govern and control. Governing law and venue for this Addendum Number Two shall be the governing law set forth in the Contract. This Addendum Number Two is not effective unless signed by both Parties. This Addendum Number Two may be executed in two counterparts with the same effect as if both signing Parties had signed the same document. The counterparts shall be construed together and constitute the same instrument.

In Witness Whereof, the Parties have caused this Addendum Number Two to be executed by their duly authorized representatives as of the date(s) first forth above.

PHI SERVICE COMPANY INC.		SILVER SPRING NETWORKS, INC.
By:	***	By:	/s/ Eric Dresselhuys
Name:	***	Name:	Eric Dresselhuys
Title:	Process Manager	Title:	Vice President

APPROVED BY LEGAL:

***

***

Page | 1 of 8

Exhibit L – Hosting Agreement

This Exhibit sets forth the additional terms and conditions upon which Supplier will supply Hosting Services to Owner during the ***. Such terms and conditions are in addition to the terms and conditions contained in the main body of the Contract.

Environment Scope

This agreement applies to the following *** environments:

Development (DEV): This environment is used for multiple purposes including lab testing, integration development and testing of early releases of software. The environment will be ***.  The environment will ***.  The environment will include the ***.  The environment will not be subject to the ***.

Field Acceptance Test (FAT): This environment is used to support the FAT deployment in Delaware, The environment will be sized to support no more than ***.  The environment will be ***, with all system, application and network administration tasks performed by SSN. The environment will include the following UIQ components: ***.  These components provide all the functionality, as described in Exhibit B, necessary for PHI’s System to operate during FAT. All field network maintenance will be the responsibility of ***.

1. DEFINITIONS.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth below:

· “Bill Group” means all of the meters to be read on a particular billing day.

· “Billing Read Day” means the specific business day on which a meter is to be read to meet the operational requirements, typically one calendar day before or two days after the scheduled date.

· “Content” means any of Owner’s Owner information that will form a part of Owner’s data base.

· “Critical Components” means any component or sub-component of the Supplier system that has a critical role in either the operation of the ***.

.1. *** (including server, network and application components)

.2.Access Points

.3. ***

.4. ***

.5. ***

.6. ***

• “Hosting Services” means the act of running Supplier’s Software on Supplier’s Servers on behalf of Owner.

• “Operational Targets” means system and component performance goals over a 30-day period. The 30-day performance window is to be calculated at the beginning of every week as a moving average for trending purposes.

***	***	***
***	***	***
***	***	***
***	***	***
***	***	***

•On-Demand Requests” include remote disconnect and reconnects, Endpoint On-Demand Reads (ODR) and Endpoint On-Demand Pings (ODP).

•“Preventive Maintenance” means those activities performed by Supplier which are necessary or desirable for the continuous provision of hosting Services at their stated Service Levels, including, but not limited to, those activities which require the temporary cessation of one or more services.

•“Provisioned Electric Endpoints”means Electric Meters in any of the following operational states:  ***.

Page | 2 of 8

•“C&I Provisioned Electric Endpoints” means Endpoints which are C&I Electric Meters in any of the following operational states: ***. 

•“Provisioned GasEndpoints” means Gas IMUs installed above ground or with an external antenna, in any of the following operational states: ***.

• “Constantly Powered Devices” are APs, Relays, Electric Meters which are powered by the electrical grid and not battery.

•“Servers” means the physical machine or machines on which UtilityIQ Software will be installed.

•“Service Levels” means the measurement of the performance of the system or service. The service level is expressed as a percentage of a goal; for example, the percentage of time a network or system is operative or the percentage of successful transactions processed.

•“System Change” means any change that constitutes a modification of infrastructure, software, process or policy

.1. “Configuration Management” means modification to any of the infrastructure components within the Supplier solution, to include but not limited to: ***.

.2, “Software Version Control” means a change or modification to any applications, operating systems, firmware, databases, source code or features / functions of any application components within the Supplier solution that would constitute a version change

.3. “Process/Policy modifications” means changes made to any operational or security policies and or processes associated with use and integration of the system

•“UtilityIQSoftware” or “Software”means the object code versions of the Software described in this Exhibit and related UtilityIQ Software Documentation as such Software and Documentation may be updated from time to time hereunder, including UtilityIQ Software Upgrades.

•“UtilityIQ Software Upgrades”or “Upgrades” means upgrades, updates and/or enhancements of the UtilityIQ Software as created or developed by or for Supplier.

• “UtilityOS Firmware”or “Firmware”means the object code versions of all the firmware described in this Exhibit and related UtilityOS Firmware Documentation as such Firmware and Documentation may be updated from time to time hereunder, including UtilityOS Firmware Upgrades.

•“UtilityOS Firmware Upgrades”or “Upgrades”means upgrades, updates and/or enhancements of the UtilityOS Firmware resident on the Network Interface Card as created or developed by or for Supplier.

Page | 3 of 8

2.Scope of Services 

•DELIVERY OF SOFTWARE AND SERVICES.

o Access to the UtilityIQ Software. UtilitylQ Software is described in Exhibit J. Supplier shall provide Owner with access to the *** environments (including all application GUIs, functions, features) by means of remote, secure web based access to the Servers operated by Supplier.

o Delivery of UtilityIQ Software Upgrades. Supplier shall deliver UtilityIQ Software Upgrades by means of installing them on the Server(s) ***, in accordance with Owner’s change management process.

o Delivery of Firmware Upgrades. With advance notice and approval by Owner, Supplier shall deliver to Owner Firmware Upgrades by means of firmware upgrade process. Delivery will include applying the latest version to all endpoints deployed under the network. All firmware releases will be coordinated and approved in advance by Owner and will be in accordance with Owner’s change management process,

o Hosting Services. Supplier shall provide the hosting services specified as follows during the term of this Exhibit.

(a) The network will be monitored ***.  Personnel will be available for ***.

***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

Page | 4 of 8

***
***	***	***	***
***	***	***		***

(b) Supplier will respond to all service requests within the timeframes set forth above for ***:

***.

***

***

***

(c) ***.

(d) ***.

(e) ***.

(f) ***.

Page | 5 of 8

2.1 The hosting services that Supplier shall provide pursuant to this Exhibit L include: 

***

- ***

- ***

- ***

- ***

- ***

- ***

***

- ***

- ***

***

- ***

- ***

- ***

- ***

- ***

- ***

*** is performed on a weekly (or mutually agreed upon) basis. Data is retained on ***.  There is a local *** where the *** is *** for ***.

In addition, Supplier shall provide incident management and response services with respect to each of the items listed immediately above, to address any issues identified by the Owner with either the *** or the operation of the network. Individual endpoint connectivity issues will be addressed by Supplier’s customer support group pursuant to the Maintenance Agreement and any wider network-related issues will be resolved as part of the *** described in this Exhibit L.

Page | 6 of 8

2.2 Reports 

(a) ***

· Suuplier will provide Owner with *** reports regarding ***.

· ***.

· ***.

(b) ***

· Supplier will also provide Owner with *** reports outlining any ***.

(c) ***

· A *** report will be compiled by Supplier and made available toOwner.  ***.

· Supplier will notify Owner via *** reporting of any instances where ***.

· ***.

(d) ***.

• ***

• *** shall be applied to reduce the *** as shown in the *** table below.  ***.

• ***.

• ***.

***	***
***	***
***
		***	***
		***	***
		***	***
		***	***
		***	***
		***	***
		***	***
		***	***
		***	***
		***	***
		***	***
		***	***
		***	***

• ***.

Page | 7 of 8

Term

The *** shall commence upon signature of this agreement and continue *** unless terminated earlier pursuant to this Agreement.

Termination ***

Owner may *** terminate the *** for *** by written notice to Supplier. Such termination shall be effective in the manner and upon the date specified in said notice, which shall be *** following the date of the notice, and shall be without prejudice to any claims that either party may have against the other. In accordance with this *** section, in the event of termination of the ***, Owner shall pay ***. Supplier shall use commercially reasonable efforts to mitigate any such charges.

Pricing

The price for the Set-up Services will be a one time charge of ***. The monthly *** fee (***) will be *** each month, and shall be invoiced monthly in advance commencing *** through the termination of ***.

{This section intentionally left blank.}

Page | 8 of 8

ADDENDUM Number Three To PHI SERVICE COMPANY – SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM

This Addendum Number Three (“Addendum”) to the PHI SERVICE COMPANY – SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM between PHI Service Company (“Owner”) and Silver Spring Networks, Inc. (“Supplier”) dated January 30, 2009 (the “Contract”) amends certain catalog numbers and prices, and to amend certain provisions of the Statement of Work.

Effective Date Of This Addendum NumberThree: July 24, 2009

NOW, THEREFORE, in consideration of the promises and mutual covenants between the Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Contract as follows:

1. Amendments to Statement of Work.

The Statement of Work (Exhibit B) to the Contract, dated January 30, 2009 is amended by deleting 7.1.3.3, 7.1.3.7 and 7.1.3.8. For convenience, the deleted sections are quoted below:

7.1.3.3 SSN will release and support by January 1, 2010 the ***.

7.1.3.7 January 2010 - ***.

PHI to begin testing for conversation and upgrade to in house platform from the ***.

7.1.3.8 Tentative April 2010 - ***.

The Statement of Work (Exhibit B) to the Contract, dated January 30, 2009 is amended to modify the language of paragraphs 7.1.3.4, 7.1.3.5, and 7.1.3.6 to:

7.1.3.4 SNN will release and support by the third quarter of 2010 on UIQ ***.

7.1.3.5 February 2009 - *** thru December 2009.

7.1.3.6 February 2009 - For Delaware full deployment System Integration work, begin development on ***, staging, training, and production environments. Delaware full deployment SI will be implemented on the***.

Addendum No.1

Page 2 of 5

3. Effect of this Addendum.

All provisions of the Contract, except as supplemented by this Addendum, shall remain in full force and effect and are reaffirmed. Other than as stated in this Addendum, this Addendum shall not operate as a waiver of any condition or obligation imposed on the parties under the Contract. In the event of any conflict, inconsistency, or incongruity between any provision of this Addendum and any provision of the Contract, the provisions of this Addendum shall govern and control. Governing law and venue for this Addendum shall be the governing law set forth in the Contract. This Addendum is not effective unless signed by both Parties. This Addendum may be executed in two counterparts with the same effect as if both signing Parties had signed the same document. The counterparts shall be construed together and constitute the same instrument.

In Witness Whereof, the Parties have caused this Addendum to be executed by their duly authorized representatives as of the date(s) first forth above.

PHI SERVICE COMPANY

By:	***
Name:	***
Title:	Vice President

SILVER SPRING NETWORKS, INC.

By:	/s/ Scott A. Long
Name:	Scott A. Long
Title:	CEO

APPROVED BY LEGAL:

***

***

ADDENDUM Number Four to PHI SERVICE COMPANY – SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM EXHIBIT L – Hosting Agreement

This Addendum Number Four (“Addendum”) to the PHI SERVICE COMPANY - SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM between PHI Service Company (“Owner”) and Silver Spring Networks, Inc. (“Supplier”) dated January 30, 2009 (the “Contract”) amends Contract Exhibit L – Hosting Agreement include certain additional hosting services Supplier will provide to Owner. Unless otherwise defined, the capitalized terms herein shall have the same meaning as such terms in the Contract.

Effective Date Of This Addendum: JULY24, 2009

NOW, THEREFORE, in consideration of the promises and mutual covenants between the Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Contract as follows:

1. Environments. Supplier will provide the Hosting Services described in the Statement of Work attached hereto and incorporated by reference as Attachment 1 (“SOW”) for the Utility IQ environments described below. Target live dates for these environments are set forth in the SOW.

(a) ***.  This environment is used to support the production AMI deployment across Delaware through ***.  The environment will be sized to support up to, but no more than, *** electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted at ***.

(b) ***.  The environment will be sized to support up to, but no more than, *** electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted at ***.

(c) ***.  The environment will be sized to support up to, but no more than, *** electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted ***.

(d) ***.  The environment will be sized tosupport up to, but no more than, *** and associated network equipment (APs, Relays). The environment will be physically hosted at ***.

(e) ***.  The environment will be sized to support up to, but no more than, *** and associated network equipment (APs, Relays). The environment will be physically hosted at ***.

Addendum No.4

Page 2 of 5

(f) ***.  The environment will be sized to support up to, but no more than, ***electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted at***. 

(g) ***.  The environment will be sized to support up to, but no more than, *** electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted at ***.

2. Term. The term of Exhibit L -- *** is hereby extended ***.

3. Maintenance. Supplier will provide ongoing technical support in accordance with Contract Exhibit E -- “Maintenance Agreement”.

4. Fees. The monthly fees for *** described in Attachment 1 are set forth in Attachment 2 and shall be invoiced monthly in advance. ***.

[This space intentionally left blank.]

5. Effect of this Addendum. All provisions of the Contract, except as supplemented by this Addendum, shall remain in full force and effect and are reaffirmed. Other than as stated in this Addendum, this Addendum shall not operate as a waiver of any condition or obligation imposed on the parties under the Contract. In the event of any conflict, inconsistency, or incongruity between any provision of this Addendum and any provision of the Contract, the provisions of this Addendum shall govern and control. Governing law and venue for this Addendum shall be the governing law set forth in the Contract. This Addendum is not effective unless signed by both Parties and may be executed in two counterparts with the same effect as if both signing Parties had signed the same document. The counterparts shall be construed together and constitute the same instrument.

In Witness Whereof, the Parties have caused this Addendum Number Four to be executed by their duly authorized representatives as of the date(s) first forth above.

PHI SERVICE COMPANY

By:	***
Name:	***
Title:	Vice President

SILVER SPRING NETWORKS, INC.

By:
Name:	Scott A. Long
Title:	CEO

APPROVED BY LEGAL:

***

***

Addendum No.4

Page 3 of 5

Attachment 1

Statement of Work

Addendum No.4

Page 4 of 5

	***
	QTY	Fee	Tot I	Invoice Schedule
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***

	***
	QTY	Fee	Tot I	Invoice Schedule
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***

	***
	QTY	Fee		Tot I	Invoice Schedule
***	***	***	***		***
***	***	***	***		***
***	***	***	***		***
***	***	***	***		***

	***
	QTY	Fee	Tot I		Invoice Schedule
***	***	***		***	***
***	***	***		***	***
***	***	***		***	***
***	***	***		***	***
***	***	***		***	***

	***
	QTY	Fee	Tot I	Invoice Schedule
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***

Addendum No.4

Page 142 of 5

***

Following are the schedules of fees and invoicing for the ***

	Quantity	Price	Total
***	***	***	***
***	***	***	***
***			***

***.

***.

ADDENDUM Number Five to PHI SERVICE COMPANY – SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM EXHIBIT L – Hosting Agreement

This Addendum Number Five (“Addendum”) to the PHI SERVICE COMPANY – SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM between PHI Service Company (“Owner”) and Silver Spring Networks, Inc. (“Supplier”) dated January 30, 2009 (the “Contract”) amends Contract Exhibit L – Hosting Agreement to include certain additional Hosting Services Supplier will provide to Owner. Unless otherwise defined, the capitalized terms herein shall have the same meaning as such terms in the Contract.

EFFECTIVE DATE Of THIS ADDENDUM: APRIL 1, 2011 (“Effective Date”)

NOW, THEREFORE, in consideration of the promises and mutual covenants between the Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Contract as follows:

1. Environments.   Supplier will provide the Hosting Services described in the Statement of Work attached hereto and incorporated by reference as Attachment 1 (“SOW”).

2. Term. The term of Exhibit L – Hosting Agreement is hereby extended ***.

3. Maintenance. Supplier will provide ongoing technical support in accordance with Contract Exhibit E -- “Maintenance Agreement”.

4. Fees. The monthly fees for Hosting Services described in Attachment 1 are set forth in Attachment 2 and shall be invoiced monthly in advance. ***.

5 Effect of this Addendum. All provisions of the Contract, except as supplemented by this Addendum, shall remain in full force and effect and are reaffirmed. Other than as stated in this Addendum, this Addendum shall not operate as a waiver of any condition or obligation imposed on the parties under the Contract. In the event of any conflict, inconsistency, or incongruity between any provision of this Addendum and any provision of the Contract, the provisions of this Addendum shall govern and control. Governing law and venue for this Addendum shall be the governing law set forth in the Contract. This Addendum is not effective unless signed by both Parties and may be executed in two counterparts with the same effect as if both signing Parties had signed the same document. The counterparts shall be construed together and constitute the same instrument.

In Witness Whereof, the Parties have caused this Addendum Number Four to be executed by their duly authorized representatives as of the date(s) first forth above.

PHI SERVICE COMPANY

By:	/s/*** 3/31/2011
Name:	***
Title:	VP Business Tranformation

SILVER SPRING NETWORKS, INC.

By:	/s/***
Name:	***
Title:	COO

ADDENDUM Number Five to PHI SERVICE COMPANY – Silver SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM EXHIBIT L – Hosting Agreement ATTACHMENT 1

Attachment 1-SOW

Project Name:***

March 21, 2011

Project Summary:To design, implement, and operationalize ***.

VERSION	DATE	AUTHOR	REVISIONS
***	***	***	***

Environment:  This section describes the Utility IQ environments asthey will be modified under the terms of this Addendum to be hosted by SSN for use by PHI under this SOW:

***  The environment will be sized to support up to, but no morethan, *** electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted at the ***.

***  The environment will be sized to support up to, but no more than, *** electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted at the ***.

***  The environment will be sized to support no more than ***  and associated network equipment (APS, Relays). The environment will be physically hosted at the ***

***  The environment will be sized to support up to, but no more than, *** electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted atthe ***

*** The environment will be sized to support no more than *** and associated network equipment (APs, Relays). The environment will be physically hosted at the ***

***  The environment will be sized to support up to, but no more than, *** electric and gas metersand associated network equipment (APs, Relays).  The environmentwill be physically hosted at the ***

***  The environment will be sized to support no more than *** and associated network equipment (APs, Relays). The environment will be physically hosted at the ***

***  The environment will besized to support up to, but no more than, *** electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted atthe ***

(i) Project Assumptions

· All environments will be managed according to the services listed in Exhibit L (Hosting Agreement) of the Master Contract.

· Current versions of UtilityIQ^® and UtilityOS^® will be installed and subsequent product revisions will be provided upon availability.

· SSN will adhere to agreed upon change management process in performing any changes to all environments

· Project milestones and acceptance criteria will be established to monitor and track project progress as existing environments are upgraded to the status described in the Environments section above.

· SSN will provide regular status updates reporting against the jointly defined project metrics and success criteria. A dedicated leased line circuit between PHI and SSN, as described below, will continue to be maintained by SSN.

a. ***

b.***

c. ***

d. Term: 12 months

· ***

· SSNwill provide ongoing technical support in accordance with the Exhibit E to the Contract “Maintenance Agreement”.

(b) Scope Statement

(i) In Scope

· Ongoing support in accordance with Exhibit L ***

(ii) Out of Scope

· ***

· ***

· Thedefined SOW is limited to the environments listed herein. Any new environments will need to be separately defined for further planning.

· Development or design involved with building similar or parallel environments at PHI facilities, and the associated data migration, knowledge transfer and training,

· Support for the development of a PHI NOC

ADDENDUM Number Five to PHI SERVICE COMPANY – Silver SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM EXHIBIT L – Hosting Agreement ATTACHMENT 1

Attachment 2--Pricing

02/16/2011

555 Broadway Street Redwood City, CA 94063

Phone: 650 298 4200 Fax: 650 556 0085

Confidential

Quote

***

***	Quantity	Price/Unit	Total ($USD)	***
***
***	***	***	***	***
***	***	***	***
***			***
***			***
***			***
***
***	***	***	***	***
***			***
***			***
***
***	***	***	***
***
***	***	***	***
***
***	***	***	***
***
***	***	***	***
***
***	***	***	***
***
***	***	***	***
GRAND TOTAL			***

***

***.

***.

***.

***.

(1)                                                                                                     ***

(2)                                                                                                     ***

(3)                                                                                                     ***

(4)                                                                                                     ***

(5)                                                                                                     ***

(6)                                                                                                     ***

(7)                                                                                                     ***

(8)                                                                                                     ***

***

***.

***.

***.

***.

***

***

.

ADDENDUM Number Six to PHI SERVICE COMPANY - SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM TO APPEND THE STATEMENT OF WORK ***

This Addendum Number Six (“Addendum”) to the PHI SERVICE COMPANY – SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM between PHI Service Company (“Owner”) and Silver Spring Networks, Inc. (“Supplier”) dated January 30, 2009 (the “Contract”) amends the Contract to append the Statement of Work *** and its Attachments.

Effective date of this addendum: May 16, 2011

NOW, THEREFORE, in consideration of the promises and mutual covenants between the Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Contract by adding the Statement of Work *** attached hereto as Exhibit B-l, as Exhibit B-l to the Contract (“***SOW”). As applicable, the terms of the Contract shall apply to the *** SOW.

Effect of this Addendum. All provisions of the Contract, except as supplemented by this Addendum, shall remain in full force and effect and are reaffirmed. Other than as stated in this Addendum, this Addendum shall not operate as a waiver of any condition or obligation imposed on the parties under the Contract. In the event of any conflict, inconsistency, or incongruity between any provision of this Addendum and any provision of the Contract, the provisions of this Addendum shall govern and control. Governing law and venue for this Addendum shall be the governing law set forth in the Contract. This Addendum is not effective unless signed by both Parties and may be executed in two counterparts with the same effect as if both signing Parties had signed the same document. The counterparts shall be construed together and constitute the same instrument.

In Witness Whereof, the Parties have caused this Addendum Number Six to be executed by their duly authorized representatives as of the effective date set forth above.

PHI SERVICE COMPANY

By:	/s/ ***
Name:	***
Title:	Vice President
Date: 5/17/11_____________________________

SILVER SPRING NETWORK, INC.

By:	/s/ Warren Jenson
Name:	Warren Jenson
Title:	Chief Operating Officer
Date:5/19/2011

***:

***

***

Exhibit B-1

Statement of Work ***

[ See Attached. ]

STATEMENT OF WORK #*** ***

Project Overview

This Statement of Work (“SOW”) is entered into as of *** between Silver Spring Networks, Inc. (“Silver Spring” or “SSN”) and Pepco Holdings Inc. (PHI) and is considered to be SOW #***1. This SOW is subject to the terms of the “PHI Service Company - Silver Spring Networks Terms and Conditions for Supply and Installation of Smart Grid System” dated January 30, 2009 between Silver Spring and PHI (the “Master Agreement”). Capitalized terms used but not defined in this Statement of Work have the meaning assigned them in the Master Agreement.

This project (“Project”) will provide wireless connectivity between PHI’s private telecommunications infrastructure and operations facilities and ***.

The SSN wireless mesh network will integrate PHI *** traffic ***. The *** portions will be designed so as not to degrade or compromise the AMI performance requirements set forth in the Master Agreement while meeting the specific operational needs described in this SOW. As new *** and new traffic requirements are added ***, both PHI and SSN will work together to insure performance requirements are met.

Mesh communications devices deployed by PHI in this Project will be those manufactured by Silver Spring or approved by Silver Spring in writing if manufactured by a third party.

Definitions

“Access Point” means Equipment that acts as an interface between ***.

“AMI” means advanced metering infrastructure, which means hardware and software that, along with communications services, enable automated meter reading and other add-on capabilities.

“Bridge” means an eBridge or sBridge.

“***” (formerly referred to as “***”) means the Silver Spring software tool that configures ***.

“Business Day” means weekdays excluding Silver Spring holidays as Silver Spring will specify annually in advance.

Consumer Data” means any information (in any form) that identifies, or is reasonably capable of being identified with a particular customer of PHI (e.g., name, social security, account number or address) that: (i) PHI provides to Silver Spring; or (ii) is collected, created or disclosed to Silver Spring by virtue of Silver Spring’s performance of services.

“***” is a software diagnostic tool formerly called ***,

“Communications SaaS (Communications Software as aService)” means the service where Silver Spring *** by operating *** licensed on a term basis on Silver Spring servers at a Silver Spring data center. If Communications SaaS is purchased by PHI, Communications SaaS tasks and responsibilities will be detailed in Task 4 of this SOW. For purposes of this SOW, any use of the term “***” in the Master Agreement shall apply to terms in this SOW that reference “Communications SaaS.”

“***” means ***, which is ***.

“*** Network” means ***.

“*** Endpoint” means any Bridge *** with an integrated Bridge or Silver Spring Communications Module (formerly referred to as a NIC).

“*** Project” means the *** Network project undertaken byPHI and Silver Spring under this SOW. The *** Project comprises allresponsibilities-assigned tothe Parties under this SOW. “***” does not include materials, equipment, software or services provided by third parties.

“Deliverable” means each deliverable, including any Equipment, Software, service or document to be supplied by Silver Spring to PHI under this Statement of Work.

“DNP” means Distributed Network Protocol; “DNP3” is a version of this protocol.

“eBridge” means a Silver Spring RF communication device to connect to *** through serial or Ethernet inputs.

“Generated Data” means all information, data, analyses and reports generated by Silver Spring’s ***.

SSN Rev 4- 051611 Page 1 of 15 Silver Spring Confidential

“***” means the network element manager for managing a *** is software delivered with hardware as an appliance. (Though *** does not require other software modules of ***, ***does require information from ***. *** can leverage software services of ***, but does not require them.) *** is included within the definition of Software.

“Information Success Rate” means a metric available on SSN radios (via Bridge Configurator) that indicates the number of successful transmissions received from a neighboring node.

“IP” means internet protocol.

“Major Release” means a new release of Software supported by Silver Spring that adds features and functionality improving overall product performance, efficiency and usability. Major Releases are denoted by a change in the digit number of the release to the left of the decimal point (e.g., 1.5 to 2.0).

“Managed Communications Services” means the service by which Silver Spring monitors and maintains communications reliability by operating ***. If Managed Communications Services are purchased by PHI, Managed Communications Services tasks and responsibilities will be detailed in Task 4 of this SOW. For purposes of this SOW, any use of the term “Managed Services” in the Master Agreement shall apply to terms in this SOW that reference “Managed Communications Services.”

“Master Bridge” means a Bridge serving as a hub device for communicating ***.

“Minor Release” means a new Software release supported by Silver Spring that impacts overall product performance, efficiency and usability. Minor Releases are denoted by a change to the tenths decimal number of the release (e.g., 1.5 to 1.6).

“NAN” or “Neighborhood Area Network” means and includes meters containing ***.

“Network Device” means only an ***.

“Network Equipment” means ***.

“Patch Release” means a Software release that provides Error fixes, and is denoted by a change to the hundredths decimal number of the release (e.g., 1.5.2 to 1.5.3).

“Remote Bridge” means a Bridge that is installed ***.

“Relay” means ***.

“Repeater” means ***.

“Remote Terminal Unit”or “RTU” means the ***.

“RF” means radio frequency.

“RSSI” means Received Signal Strength Indicator, which is the received power of a wireless signal in dBm.

“ServiceLevels” means the measurement of the performance of the Software or Silver Spring services, as applicable, and is generally expressed as a percentage of a goal (e.g., the percentage of the time a network or system is operative or successful transactions are processed).

“sBridge” means ***.

“SCADA” means ***.

“SmartGrid” means an intelligent power delivery network capable of ***.

“***”, “***” *** “***” means the object code version of Silver Spring’s *** software.

“Updates” mean Major Releases, Minor Releases and Patche Release. Updates do not include stand-alone, plug-in or add-on software products or modules licensed separately that contain new features and functionality for which Silver Spring charges separate license and Maintenance fees under the Master Agreement.

“WAN” means PHI’s Wide Area Network, ***.

Equipment

PHI will purchase the quantities of Network Equipment estimated in the ***. Silver Spring shall provide complete user documentation for all equipment and systems purchased from Silver Spring as well as specifications for any necessary ***.

Silver Spring will develop and recommend a spare parts inventory for the *** for PHI’s use.

SSN Rev 4- 051611 Page 2 of 15 Silver Spring Confidential

PHI will supply required configuration information as requested by Silver Spring so that deliveries may be made within required lead time.

In addition to the Equipment, PHI will have the right to purchase, at its cost and expense, certain ***. Silver Spring will advise PHI on the specifications for these materials.

Software

Unless otherwise required by this SOW, Silver Spring licenses to PHI ***:

· ***

· ***

Tools

For the Project, PHI agrees to purchase or license sufficient quantities of the following tools necessary to complete this SOW:

· ***

· ***

· ***

· ***

The Parties agree that in exchange for the Services, Equipment and Tools listed herein, PHI shall pay the prices and

fees as set forth in Attachment A - Pricing.

Services

Task 1 - Program Management

1.1. Project Management

1.1.1. Silver Spring Responsibilities. Silver Spring will provide the following services in support of the Project, including all corresponding products and services by its employees and its subcontractors, until successful installation and operation of the *** equipment described in Task 2.1.2.8:

a. Provision of a Project Manager to coordinate all Silver Spring activities related to the *** and coordinate communication between the Silver Spring team and the PHI ***.

b. Coordination of all Silver Spring activities, including delivery of Equipment against PHI purchase orders (to PHI or to a third party if installation is done by that third party).

c. Cooperation with PHI to produce and update a Project schedule (Attachment E) and product a Roles and Responsibilities Matrix (Attachment H).

d. Meeting bi-weekly with the PHI *** Team to provide status reports that identify Project progress, issues and outstanding action items.

e. Coordination between Silver Spring’s and PHI’s networking personnel to facilitate connection of ***.

f. Answering general questions and providing overall program facilitation including the resolution of all critical path issues identified by the ***.

1.1.2. PHI Responsibilities. PHI will perform each of the following tasks:

a. Provision of a single Project Manager to coordinate all PHI activities related to the *** and coordinate communication between the Silver Spring team and the PHI ***.

b. Cooperate with SSN to produce and update the *** schedule (Attachment E) and product a Roles and Responsibilities Matrix (Attachment H).

c. Coordination between PHI’s and Silver Spring’s team members to facilitate the integration of ***.

Task 2 – Laboratory Testing of the *** Communications Network

1.2. *** Proof of Concept

1.2.1. Controlled Lab Testing.

SSN Rev 4- 051611 Page 3 of 15 Silver Spring Confidential

1.2.1.1. Silver Spring Responsibilities. 

a. Silver Spring will dedicate one of its staff, working on site, for the following periods of time necessary to demonstrate to PHI that the solution developed by SSN will work as intended.

- One week developing the POC test plan

- One week setting up the test lab

- Two weeks performing the lab tests

- One week reviewing & approving the final test report

All Lab Testing will be performed at ***.

b.Work with PHI in the development of a Proof of Concept Test to demonstrate the functionality of the proposed ***.

c.Document all testing plans and procedures and provide a report of the test for PHI’s review and approval.

1.2.1.2. PHI Responsibilities. PHI will perform each of the following tasks:

a. Purchase all equipment for the labs and provide the facilities, including any necessary infrastructure. If Silver Spring is required to provide onsite assistance, additional fees may apply.

b. Work with Silver Spring to ensure the Proof of Concept adequately covers all necessary testing.

c. ***.

d. Work with Silver Spring in the development of a Proof of Concept Test to demonstrate the functionality of the proposed ***.

e. Review and approve the final test report.

f. Provide Silver Spring with three (3) weeks written notice prior to scheduling lab set-up assistance.

g. Provide necessary internal or vendor resources to ensure *** can be efficiently and adequately tested once available.

1.3 Interoperability Testing between Silver Spring Mesh and other Networks

1.3.1 Interoperability Testing

1.3.1.1 Silver Spring Responsibilities

a. Test and verify that the Silver Spring Network components installed under this SOW will successfully communicate with PHI’s, ***.

b. Conduct and verify interoperability testing with PHI, PHI’s Contractors, PHI’s consultants and ***.

c. Silver Spring will be fully responsible for providing test results as a part of the acceptance testing report defined in Attachment K.

1.3.1.2 PHI Responsibilities

a. Work with Silver Spring to test, verify and approve the successful communication of the *** installed under this SOW with PHI’s ***.

b. Review and’ approve the test results developed by Silver Spring as a part of the acceptance testing defined in Attachment K.

Task 3 - Network Design & Field Deployment

2.1. *** Network Design

2.1.1 Silver Spring Responsibilities. Silver Spring will be fully responsible for the review and approval of the *** to satisfy meeting the design requirements of both ***. The specific *** requirements are specified in Attachment J. The acceptance test requirements are in Attachment K, which the Parties will jointly complete during the Project. This responsibility will include:***:

a) The complete review and approval of the ***.

b) Providing Training described in 2.2.1.1 to PHI so that they can configure all ***, *** and resolve interoperability issues between the aforementioned *** and the ***.

c) Review and Approval of when and where *** devices are required.

SSN Rev 4- 051611 Page 4 of 15 Silver Spring Confidential

d) Provide Training described in 2.2.1.1 and if necessary assistance to PHI for the resolution of all interoperability issues between ***. 

e) The performance of the *** to meet the acceptance test requirements of Attachment K.

f) The complete documentation of all work performed by Silver Spring relative to the approval of the design of the network. PHI and Silver Spring will mutually agree on the content, format and delivery of the configuration data.

g) The complete configuration, documentation and installation of the Silver Spring *** as per Attachment L.

2.1.1.1Silver Spring will submit to PHI a *** (Attachment I) that solicits information that will help define the requirements of the ***.

2.1.1.2Silver Spring will create and provide a *** for communicating with PHI’s third-party ***, in adherence with PHI’s security requirements identified in Attachment G. This *** will be a *** schematic that will establish the ***. Silver Spring will inform PHI at the earliest opportunity of any required design data or metrics that are not in its possession prior to providing the design. Silver Spring and PHI will review a draft of the reference design during a 1/2-day workshop at PHI’s office, with a copy of the draft design being provided to PHI at least 10 business days prior to the scheduled workshop date. Following PHI’s review of the draft, Silver Spring will incorporate applicable comments into a final ***.

2.1.1.3Using the final ***, PHI will create and provide an Initial *** for a total of *** as defined in Task 2.1.1.8. This initial design will then be reviewed and approved by Silver Spring. Silver Spring will have the responsibility of ensuring that the Final *** includes the following:

a. A count of the *** required.

b. Any Silver Spring *** previously *** for AMI purposes, that could be *** will be considered. Design preference for any new *** locations will be given first to ***.

c. A preliminary count of additional *** required for the operation of the proposed ***.

d. Consideration towards meeting the objective of ***.

e. Consideration shall be given in the design of the need to provide for***.

2.1.1.4Silver Spring will review and approve PHI’s initial design that takes into consideration the location of PHI’s third-party *** devices and factors that may affect the effectiveness of *** in those areas (e.g., topography, foliage, man-made obstructions, etc.). To assist Silver Spring in this review and approval, PHI will supply to Silver Spring a brief description defining the terrain and clutter characteristics of each scheme detailing potential challenges to the ***. PHI’s initial design will confirm the design locations of ***. PHI will provide this to Silver Spring in a table of lat/long coordinates. The need for additional *** will be determined when Silver Spring reviews, approves and prepares the Final ***.

2.1.1.5PHI will use *** in conjunction with *** until *** capabilities are available. *** coverage will be investigated during the site survey at pole locations deemed desirable for additional ***.

2.1.1.6To the extent PHI wishes to obtain approval from SSN for the use of a new third-party *** with an integrated ***, Silver Spring will provide information and guidance on such efforts within four weeks from the point in time where all SSN and third-party equipment are either with SSN or the Third Party for testing.

2.1.1.7Should Silver Spring in its review of PHI’s initial *** determine the need for additional ***, Silver Spring will perform a site survey and provide type and geographic coordinates of all recommended additional ***. PHI will review and approve the locations and Silver Spring will incorporate any recommended changes to yield a Final ***. It is understood that this provision is intended to apply only to additional *** and shall not impact Silver Spring’s obligations under the Master Agreement.

2.1.1.8Following successful acceptance testing, SSN will, using data provided by PHI, compile an as-built data spreadsheet, listing pertinent information about the location of each ***, including but not limited to GPS coordinates, *** any other relevant site-specific information that Silver Spring may reasonably request.

2.1.1.9 The scope of this Statement of Work includes the review by SSN of PHI initial *** following installation of the *** associated with the following ***.

A. ***

B. ***

C. ***

D. ***

SSN Rev 4- 051611 Page 5 of 15 Silver Spring Confidential

E. *** 

F. ***

G. ***

H. ***

I. ***

J. ***

K. ***

L. ***

M. ***

N. ***

O. ***

P. ***

Q. ***

2.1.2 PHI Responsibilities. PHI will perform each of the following tasks.

2.1.2.1Provide the initial *** for the schemes defined in 2.1.1.8 to SSN. These designs will be accompanied by a brief description of the terrain and clutter associated with each scheme. PHI terrain and clutter descriptions in no way absolve Silver Spring of its responsibility to provide a fully functional *** conforming to the specifications.

2.1.2.2 Supply an accurate list of all of the third-party *** to be controlled, and any documents, maps or other such material that depict location (and height, if available) of devices, as well ***. (Attachments B, C, D)

2.1.2.3 For each third party ***, PHI will provide the following information in response to the ***, which Silver Spring will provide to PHI:

a. The type, manufacturer, and model number of the third-party *** device.

b. The desired physical connectivity to the *** and the ***.

c. The lat/long coordinates and, if possible, the street address corresponding to the location of the device and its estimated height.

d. Any expected *** (e.g., if the *** is located in an underground vault),

e. The connectivity requirements, ***.

f. The specifications, protocols, and type of *** or other controlling software and hardware for which communications will be routed through the ***.

g. For each device type, the communication requirements::

o ***?

o ***?

o ***.

h. Details regarding how PHI intends to manage the ***.

i. ***.

¹ During the initial phases of deployment (i.e., first 12 months), PHI will deploy all *** *** through the use of serial communications. Once application layer encryption can be resolved with the EMS and RTU vendors, PHI will deploy all communications to field devices through Ethernet Communications.

SSN Rev 4- 051611 Page 6 of 15 Silver Spring Confidential

2.1.2.4 For the proposed system, provide the following: 

a. A functional block diagram of the desired *** and any ***.

b. ***.

c. Information on any third-party *** certification requirements.

d. PHI rules, regulations or guidance regarding the mounting of antennas and any other placement or installation requirements that will affect installation of ***.

2.1.2.5Review and approve any additional installation locations recommended by SSN.

2.1.2.6Secure and pay for all internal and external approvals, improvements, and/or modifications for attachment of any Equipment, including local construction permits, franchises, licenses, or other fees, including for the additional locations noted in Task 2.1.1.6. (***.)

2.1.2.7Provide the necessary power for Equipment at any given location.

2.1.2.8If necessary for installing ***, PHI will consider replacing existing poles with taller poles when possible to enhance *** at the request of Silver Spring.

2.1.2.9Upon PHI’s acceptance of Silver Spring’s results from their design review, PHI will build/extend its ***, or extend through a lease, services necessary to provide *** consistent with the ***. PHI will ensure that all *** are installed and maintained in accordance with PHI’s specifications, including establishing the necessary***.

2.1.2.10PHI will facilitate any communications necessary between SSN and PHI’s ***. SSN will communicate to PHI any proposed operational changes for PHI’s review. Upon approval, PHI will work with the *** to make necessary changes.

2.1.2.11PHI will, if needed, contract with and manage any Equipment deployment contractors. PHI will confirm that its contractors adhere to PHI-provided specifications for installing Equipment to assure successful building of the ***.

2.1.3 Assumption. Only one logical network reference design is assumed as part of thisscope of work. However, the schemes listed in Task 2.1.1.8 are subject to change based on PHI’s System Planning needs.

2.2 Field Deployment Support

2.2.1 Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

2.1.2.1Train PHI personnel and contractors on the specific aspects of configuring, installing and troubleshooting Silver Spring Network Devices. Aggregate training time for field will be no longer than ***.

2.1.2.2Perform a field audit of the *** and the *** installations of one deployed Scheme in each PHI region, for a total of four Schemes, to evaluate the quality of work and train PHI to perform field audits for subsequently deployed Schemes. The four Schemes to be field audited are:

· ***

· ***

· ***

· ***

2.2.1.3For the Schemes referred to in 2.2.1.2, SSN will provide the following in-field deployment support for ***:

a. Provide in-field assistance with *** configuration prior to installation;

b. Provide in-field direction on installation of ***;

c. Conduct in-field troubleshooting of installed Equipment according to the following order:

· If PHI experiences an Equipment issue, PHI will contact the Silver Spring customer support line 888-776-9876 (9am ET - 9pm ET, Monday-Friday, excluding Silver Spring holidays) for remote diagnostics assistance. If the remote diagnostic assistance is unsuccessful, a Silver Spring field technician will accompany a PHI employee within *** of the unsuccessful diagnosis to perform in-field diagnostics.

· Following the deployment of the Schemes referred to in 2.2.1.2, Silver Spring will provide remote assistance through the customer support line and will provide in-field support as noted above for an additional fee within an agreeable timeframe; provided however, notwithstanding the timeframe agreed to by the parties, Silver Spring will use commercially reasonable efforts to provide in-field support as soon as practicable.

SSN Rev 4- 051611 Page 7 of 15 Silver Spring Confidential

2.2.1.4For the Schemes referred to in 2.2.1.2, SSN will provide the following in-field deployment support for ***: 

a. Conduct a secondary *** survey of a representative sample of installation locations for ***. As a result of such survey, Silver Spring may recommend changes to *** installation instructions and/or the placement of additional or relocation of existing ***, to yield a final network design (“Final ***”) for that area. The Final *** is produced area by area only, as deployment moves from one substation and its associated *** equipment to the next substation and its associated equipment. No final cumulative document will be provided by Silver Spring to PHI, but PHI will have cumulative as-built information to create its own cumulative as-built *** design. Silver Spring will provide a detailed catalogue of the changes implemented in the Final ***.

b. Provide in-field assistance with *** configuration prior to installation;

c. Provide in-field advice on installation of ***, including but not limited to adjustments to ***;

d. Conduct in-field troubleshooting of installed *** according to the following order;

· If PHI experiences an Equipment issue, PHI will contact the Silver Spring customer support line for remote diagnostics assistance.

· If the remote diagnostic assistance is unsuccessful, a Silver Spring field technician will accompany a PHI employee within *** of the unsuccessful diagnosis to perform in-field diagnostics.

Following the deployment of the Schemes listed in 2.2.1.2, Silver Spring will provide remote assistance through the customer support line and will provide in-field support as noted above upon for an additional fee within an agreeable timeframe; provided however, notwithstanding the timeframe agreed to by the parties, Silver Spring will use commercially reasonable efforts to provide in-field support as soon as practicable.

2.2.1.5 Silver Spring will provide the following installation, configuration and validation support remotely (i.e., from Silver Spring’s office) for the Schemes listed in 2.2.1.2., and will train PHI to perform the tasks for subsequently deployed Schemes:

a. Create and load the *** and provide instruction to PHI for the creation and loading of all subsequent ***.

b. Specify and validate format of the initial set of *** whose devices are loaded into ***.

c. Create and load *** and provide instruction to PHI for the creation and loading of all subsequent ***.

d. Assist with device configuration planning whose devices are loaded into ***.

e. Validate initial connectivity of *** to the *** and train PHI to subsequently perform such validation.

f. Validate configuration of ***.

g. Configure *** and other jobs and provide instruction to PHI for the configuration of poll schedules and otherjobs for the devices associated with all subsequent Schemes.

h. Verify configuration, including verification of *** and provide instruction to PHI to verify devices associated with all subsequent Schemes.

· Ping all ***

· Measure achievement of latency objective as defined in paragraph 2.1.1.3 d.

i. Verify *** and provide instruction to PHI to verify *** associated with all subsequent Schemes

j. Verify *** availability and provide instruction to PHI to verify *** availability associated with all subsequent Schemes

· ***

· ***

· ***

k. Work with PHI to verify application *** and provide instruction to PHI to verify application *** associated with all subsequent Schemes

· Verify *** by verifying that unit is physically connected to correct ***

· Record ***

l. Record the as-built configuration and document baseline performance and reliability of the ***; if either performance or reliability is inadequate, provide remediation and provide instruction to PHI to perform this for all subsequent Schemes.

SSN Rev 4- 051611 Page 8 of 15 Silver Spring Confidential

2.2.1.6 Silver Spring will provide training described in 2.2.1.1 to PHI to enable them to test connectivity to all ***. 

2.2.1.7 SSN will provide PHI with technical requirements for third party equipment not previously approved by SSN

2.2.2 PHI Responsibilities. PHI will perform each of the following tasks.

Complete all tasks necessary to inventory, warehouse and field test, if necessary, all Equipment.

2.2.2.1 Replace (including supply, removal and installation) any failed Equipment identified by troubleshooting procedures.

2.2.2.2 For connectivity to devices that Silver Spring has not previously approved, PHI must assist Silver Spring in testing device in the lab against the reference design.

2.2.2.3 ***.

2.2.2.4 Upon such approvals, relocate or install ***.

2.3 Field Network Installation/Provision of Location Data to SSN

2.3.1 Following PHI guidelines for installation, PHI will install all *** and associated mounting Equipment and provide to SSN properly formatted location files for the installation location of each ***, including GPS coordinates for the Schemes listed in section 2.2.1.2. PHI will point out to Silver Spring any differences between the as-built locations and those in the Final ***. Silver Spring may review and comment on PHI field installation standards (Attachment F), if desired.

2.4 Endpoint Installation.

2.4.1 Following PHI guidelines for installation, PHI will install all *** and associated mounting Equipment, and for the Schemes listed in section 2.2.1.2 provide to SSN properly formatted location import files for the installation location of each ***, including GPS coordinates. PHI will point out to Silver Spring any differences between the as-built locations and those provided in the Final ***. Silver Spring may review and comment on PHI field installation standards, if desired.

2.5 Operation of ***

2.5.1 [intentionally deleted.]

2.5.2 Provided that PHI continues to pay all applicable Fees, Silver Spring will be responsible for its obligations under Task 4, below.

Task 3 - Application Deployment

3.1 *** Deployment

3.1.1 Technology Planning. Before and during Task 3.1.2 ***, Silver Spring and PHI will engage in interactive technology planning sessions that will provide information about the Design/Setup tasks and educate key PHI personnel on Silver Spring technology and practices. Sessions will begin upon execution of this SOW, and will end no more than three (3) months thereafter. These sessions are separate from and in addition to training sessions provided under Task 3.2.

3.1.1.1 PHI will ensure that appropriate PHI staff (or contractors) participate in relevant technology planning sessions, so that they can make appropriate design decisions as an outcome of the technology planning sessions.

3.1.1.2 Subject to discussion with, and input from PHI, Silver Spring will determine, in its reasonable discretion, the number and selection of its participants, but with the intent of Silver Spring providing PHI with the necessary level of expertise. In all, Silver Spring will provide no more than *** total person- hours for technology planning sessions; to the extent the Parties agree that Silver Spring will provide such person-hours, they will be provided on a time and materials basis unless the Parties agree otherwise in writing.

3.1.1.3 Initial *** Assessment. Silver Spring and PHI will jointly review and complete the *** to confirm the size and scope requirements of the deployment (e.g., number, type, configuration of endpoints, and data retention requirements).

3.1.1.4 ***Planning. Silver Spring will lead interactive sessions to:

a. Provide an overview of Silver Spring technology, end-to-end.

b. Obtain a detailed joint understanding of PHI's networks ***

c. Provide a detailed review of Silver Spring ***.

d. Provide detailed review of Silver Spring’s ***

e. Assist PHI in identifying ***.

SSN Rev 4- 051611 Page 9 of 15 Silver Spring Confidential

3.1.1.5 Security Planning. Silver Spring will lead interactive sessions to: 

a. Provide an overview of security for the Silver Spring *** solution, and if applicable, review security impact of *** deployment.

b. Provide detailed sessions on ***.

c. Review PHI security policies (Attachment G) and confirm that Silver Spring complies with such policies, both from product and *** perspectives.

d. Determine ***, will connect with the PHI’s data center or corporate network, and appropriate firewall rules.

e. If available, provide PHI with security test results of all ***, including hardware and software.

3.1.1.6 Collaboration. Silver Spring and PHI will work together to perform each of the following tasks:

a. Adopt, or modify as agreed in writing, Silver Spring's standard change management process.

b. Adopt, or modify as agreed in writing, Silver Spring’s standard incident management process.

3.1.2 Design/Setup of *** connections

3.1.2.1 Joint Responsibilities. Silver Spring and PHI will work together to perform each of the following tasks:

a. Establish a primary ***.

b. Implement security aspects of the network configuration and setup as agreed upon Task 3.1.1.5.

3.1.2.2 Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

a. Fully configure the *** in conformance with PHI needs.

b. Provide required hardware and software at ***.

c. Perform end-to-end validation ***.

3.1.2.3 PHI Responsibilities. PHI will perform each of the following tasks:

a. Establish WAN connectivity between ***.

b. Provide input regarding the configuration ***.

c. Confirm that SSN has the ability to access and manage ***.

3.2 Application Training

3.2.1 Silver Spring Responsibilities. Silver Spring will provide training by web conferencing (e.g., WebEx) covering ***

Task 4 - Ongoing Maintenance and Management

Except where additional preconditions are noted below, Silver Spring will provide ongoing maintenance and management tasks if PHI has paid the monthly Fee for Communications SaaS Services for Task 4.3 below with respect to the *** described in this SOW.

4.1 For purposes of this ***, all references in the AMI SOW to the defined terms set forth below will have the alternative meanings set forth below in the context of services for ***. To the extent of a conflict between the terms in this Task 4 and the AMI SOW, the terms in this Task 4 will control:

Phrase in Exhibit L	Proper construction of Phrase in Context of Software Support for ***
“***” ***“***”	“***”
“NAN”	“***”
“Endpoint”	“*** Endpoint”
“*** SOW”	“*** SOW”
Major terms of Exhibit L are summarized in this Task 4.1.

4.2 Software Support. Detailed Software Support terms for customers receiving Communications SaaS or Managed Communications Services are found in Exhibit L to the Master Agreement. Major items are summarized in this Task 4.1. However, Task 4.2.1.1 restricts certain aspects of Software Support for certain device types.

4.2.1 Incident and Defect Management. If PHI has paid the monthly Fee for Communications SaaS, or is a Managed Communications Services customer who is current on Software support services fees relating to this SOW, Silver Spring’s PHI Support personnel will provide Tier 2 support, receiving and responding to reports of problems and service requests

SSN Rev 4- 051611 Page 10 of 15 Silver Spring Confidential

(“Incident Reports”) concerning ***, within the timeframes and in the manner specified in Exhibit L to the Master Agreement. If the root cause of a reported Incident is determined to be an Error, it will be investigated for resolution as set forth in Exhibit L to the Master Agreement. 

4.2.1.1 Exclusion from Priority 1 for certain device types. Notwithstanding the terms of Exhibit L to the Master Agreement, Priority 1 classification may not be applied to an incident affecting fewer than *** which perform monitoring functions, including but not limited to faulted circuit indicators, network protectors, and capacitor banks.

4.2.1.2 PHI Support as the Primary Contact. Unless otherwise agreed on a case by case basis, Silver Spring's customer support personnel will be PHI’s primary point of contact regarding all problems and service requests concerning Silver Spring products and services.

4.2.2 Updates. Upon general release, Silver Spring will provide Updates to PHI, in the manner provided for in the Master Agreement and AMI SOW. See Task 4.3.2.1 regarding installation of Updates.

4.3 ***and Management

4.3.1 Generally. Silver Spring will provide ***. Silver Spring will monitor *** from its network operations center (“Network Operations Center”). When an incident triggers an alert, Silver Spring will communicate with PHI as set forth in Exhibit L of the Master Agreement, track the incident, troubleshoot the problem, and escalate to Silver Spring subject matter experts or third party vendors as needed, pursuant to the incident management process established in Task 3.1.1.6.

4.3.1.1 Planned System Changes. For any planned change related to any aspect of the Back Office, Silver Spring will follow the mutually agreed change management process established in Task 3.1.1.6. Such change will be implemented during a Maintenance Window as described in Task 4.3.2, or as the Parties otherwise agree.

4.3.1.2 Urgent System Changes. Silver Spring will attempt to notify PHI by email and phone in advance of any emergency system change (“Urgent System Change”) related to any aspect of ***. However, Silver Spring will execute an Urgent System Change even if no representative of the PHI is reached or responds to such attempted notification before the Urgent System Change commences. In such case, Silver Spring will notify PHI by email and phone  ***.

4.3.2 Silver Spring Maintenance Windows. In accordance with change management procedures established in Task 3.1.1.6, Silver Spring will perform maintenance on *** during maintenance windows (“Maintenance Window”) during times agreed by the parties. Silver Spring must notify PHI of the change and PHI must approve all changes. ***.

4.3.2.1 ***. In accordance with the change management procedures established in Task 3.1.1.6, and provided that PHI has paid all applicable Fees, Silver Spring will install any Updates to *** as a planned System Change during maintenance window periods pursuant to Task 4.3.1.1. *** will not be available during the Update installation. Silver Spring must notify PHI of the change and PHI must approve all changes.

4.3.3 Front-haul Connectivity. Each Party shall pay its expenses associated with Internet connectivity at its location, and shall provide ongoing monitoring and management of the ***, pursuant to Task 3.1.2.1.a. PHI will use this ***. Any additional *** that PHI may require can be configured or installed and maintained at PHI's additional expense. PHI will monitor and maintain any ***, pursuant to Task 3.1.2.a.

4.4 Monitoring and Management of the ***

4.4.1 Silver Spring Responsibilities.

4.4.1.1 General.

a. Planned System Changes. For any planned System Change related to any aspect of monitoring and management of the *** described in this Task, Silver Spring will follow the mutually agreed change management process referenced in Task 3.1.1.6. Such change will be implemented during a Maintenance Window, or as the Parties otherwise agree.

b. Urgent System Changes. Silver Spring will attempt to notify PHI by email and phone in advance of any emergency system change (“Urgent System Change”) regarding the ***. However, Silver Spring will execute an Urgent System Change even if no representative of the PHI is reached or responds to such attempted notification before the Urgent System Change commences; in such case, Silver Spring will notify PHI by email and phone ***.

4.4.1.2 Remote vs. In-Field Actions by Silver Spring. Silver Spring will perform its administration, monitoring and investigations (as detailed in Tasks 4.4.1.3 - 4.4.1.7.) remotely, from its ***. At PHI’s request, Silver Spring resources can be made available onsite at PHI’s facilities or in the field as mutually scheduled for an additional fee; however, Silver Spring resources are available in-field ***, as described in Task 2.2.1.3.

4.4.1.3 *** Support. Regarding incidents involving *** that fail to initialize or that transition to an unreachable state within the Production environment of ***, Silver Spring will initiate investigation (remotely) of any issue that affects a *** provided

SSN Rev 4- 051611 Page 11 of 15 Silver Spring Confidential

that (a) ***, or (b) the issue is clearly caused by a systemic problem (architectural, engineering, software, product design, etc). In either case, Silver Spring will liaise with PHI, as necessary. 

4.4.1.4 ***. Silver Spring will provide management of ***, including configuration management as well as the gathering and analyzing of network statistics and trends. Silver Spring will monitor the availability and performance of such *** 24x7. When an incident (including but not limited to the unavailability of a *** or another connectivity problem) triggers an alert, Silver Spring will communicate with PHI as set forth in Exhibit L of the Master Agreement, track the incident, troubleshoot the problem, and escalate to Silver Spring subject matter experts or third party vendors as needed, pursuant to the Incident management process established in Task 3.1.1.6. As necessary, Silver Spring will escalate to PHI for further in-field investigation or to the ***, as permitted by the Letter of Agency submitted by PHI pursuant to Task 0.

4.4.1.5 ***. Silver Spring will monitor the *** from the *** to the *** 24x7, alert PHI promptly regarding any Incident affecting the ***, and follow up with the *** provider(s) as necessary regarding the resolution of such Incidents, as permitted by the Letter of Agency submitted by PHI pursuant to Task 0.

4.4.1.6 *** Circuit. Each Party shall pay its expenses associated with Internet connectivity at its location. PHI will maintain and pay for a *** from the ***. On a 24x7 basis, Silver Spring will monitor the availability of the *** from the ***, which is used to carry traffic between the *** and ***. Silver Spring will provide ongoing monitoring and management of the *** equipment, If PHI chooses to establish and employ a dedicated telecommunications circuit for *** in lieu of or in addition to ***, PHI will maintain that connection at PHI's expense and Silver Spring will monitor that connection.

4.4.1.7 ***. In accordance with the change management procedures established in Task 3.1.1.6, and provided that PHI has paid all applicable Fees, Silver Spring will install ***, as a planned system change pursuant to Task 4.4.1.1.a. Equipment receiving a *** will be unavailable during the final step of the ***. Silver Spring must notify PHI of the change and PHI must approve all changes.

4.4.2 PHI Responsibilities.

4.4.2.1 In-field Investigations. PHI will perform all in-field investigations of the***. Requests for in-field investigations by Silver Spring will be handled pursuant to Task 4.4.1.2.

4.4.2.2 ** Management. PHI will pay for the services of the *** and the ***. If reasonably requested by Silver Spring or as the Parties otherwise agree, PHI will work directly with the *** to investigate and resolve *** service incidents.

4.4.2.3 Equipment Replacement. After in-field investigation or upon Silver Spring's recommendation, PHI will promptly remove Equipment experiencing problems and promptly replace such Equipment using the inventory of spare Equipment Silver Spring recommends in the Equipment section of this SOW. PHI shall seek the replacement of all uninstalled Equipment using Silver Spring’s then-current ***. PHI is also responsible for configuration of replacement Equipment and any other Equipment configuration modifications required as a result of Equipment replacement.

4.5 Business *** Monitoring and Management

4.5.1 *** Targets. With respect to***, Silver Spring will be obligated to provide PHI *** that are equivalent to the *** set forth in the section entitled *** of Exhibit L to the Master Agreement (“***”). Subject to the procedures described in Tasks 4.5.2 and 4.5.3, and subject to the terms of the ***, Silver Spring will provide *** to PHI in accordance with the *** Section if Silver Spring fails to meet the *** specified. EXCEPT AS EXPRESSLY PROVIDED IN THIS SOW, *** SHALL BE PHI’S SOLE AND EXCLUSIVE REMEDY FOR SILVER SPRING’S FAILURE TO MEET ***. NOTHING HEREIN LIMITS PHI'S RIGHT TO EXERCISE AVAILABLE REMEDIES TO ENFORCE ITS RIGHTS UNDER THIS SECTION 4.5.1 OR TO SEEK ALTERNATIVE REMEDIES (INCLUDING EXERCISING ITS RIGHTS UNDER SECTION 20 OF THE MASTER AGREEMENT) IN THE EVENT THAT SILVER SPRING DOES NOT MAKE GOOD ON ITS OBLIGATION ***.

4.5.2 Reporting. Silver Spring will measure and report *** on a monthly basis, each calendar month.  That report will list performance against all *** in the prior month and an estimate of any ***. Following each such report, Silver Spring and PHI will discuss such performance and the extent to which the estimated *** either are appropriate or should be modified due to circumstances not captured by the reporting methodology. Upon agreement concerning ***, such ***.

4.5.3 Exclusions.

4.5.3.1 Maintenance Windows and System Changes. In addition to the Exclusions set forth in the last bullet of the *** during (i) any Maintenance Window that is used and is the source of the performance failure ***, (ii) an Urgent System Change that occurs at a time when *** is otherwise operational, or (iii) the installation of *** returns to normal operating ranges.

4.5.3.2 Inconclusive Analyses. Silver Spring will conduct root cause analyses of *** to the extent that such analyses can be conducted remotely and do not require a field visit. If the Parties agree that circumstances outside Silver Spring’s control caused the ***, PHI shall not be entitled to a ***.

SSN Rev 4- 051611 Page 12 of 15 Silver Spring Confidential

4.6 Other Tasks and Provisions regarding Ongoing Maintenance and Management 

4.6.1 Change in Service. Upon prior written notice to PHI, and provided that the basic functionality and quality of the services provided by Silver Spring under Task 4 will not diminish, Silver Spring has the right to change or modify the manner in which Silver Spring offers or delivers such services.

4.6.2 Maintaining Current Location Data. If the Parties agree that PHI is responsible for installation of ***, PHI shall maintain the most current location information for all such devices, including latitude, longitude, and the street address.

Attachments

A – Pricing

B – PHI Priority ***

C – ***

D – ***

E– ***

F – ***

G – PHI Security Requirements

H – Roles and Responsibilities Matrix (to be completed jointly by the Parties during the Project)

I – ***

J – Logical Network Design Description (to be completed by Silver Spring during the Project)

K – Acceptance Testing (to be completed jointly by the Parties during the Project)

L – Software Licensed by PHI

[End]

SSN Rev 4- 051611 Page 13 of 15 Silver Spring Confidential

Attachment A to *** SOW

Pricing

[See Attached.]

Statement of Work #***1 Pricing Page 1 of 5 SSN - PHI Confidential

SSN–PHI StatementofWork #*** *** PRICING

Pricing: ***

1. Professional Services

Professional Services
Item	Description		Catalog Number	Total ($USD)		Billing Schedule
***	•     *** •     *** •     ***		***	***		***
***	•     ***: •     *** •     *** •     *** •     ***		***	***		***
***	•     *** •    ***		***	***		***
	***			***
	***			***
	***			***
	***			***
	***			***
	***			***
	***			***
		***			***
		***			***
		***			***
		***			***
		***			***
		***			***

Statement of Work #***1 Pricing Page 2 of 5 SSN - PHI Confidential

Professional Services
Item	Description		Catalog Number		Total ($USD)		Billing Schedule
		***				***
		***				***
		***				***
		***				***
***		•     *** •     ***		***		***	***
***		•     *** •     *** •     *** •     *** •     ***		***		***	***

Statement of Work #***1 Pricing Page 3 of 5 SSN - PHI Confidential

	***		***
	***		***
	***		***
	***		***
	***		***	***
***	•     ***	***	***	***
***	•     *** •     ***	*** ***	***	***
***	•     ***	***	***	***
***	•     *** •     *** •     ***	***	***	***
***	•     *** •     *** •     ***	***	***	***

Statement of Work #***1 Pricing Page 4 of 5 SSN - PHI Confidential

	***		***	***
	***		***	***
	***		***	***
	***		***	***
***	•     *** •    ***	***	***	***
***	•    ***	***	***	***
***	•     ***	***	***	***
***	•     ***	***	***	***

***.

***.

***.

Statement of Work #***1 Pricing Page 5 of 5 SSN - PHI Confidential

2. Task 4.3 ***

Production Environment
***	***	***	***	Comments
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***

***.

***.

***.

Test Environment
***	***	Qty	Price/Unit($USD)	Comments
***	***	***	***	***

***.

***.

***.

Statement of Work #***1 Pricing Page 6 of 5 SSN - PHI Confidential

Attachment B to ***

***

[See Attached]

SSN Rev 4- 051611 Silver Spring Confidential

***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***

Attachment C to ***

***

[ See Attached.]

SSN Rev 4- 051611 Silver Spring Confidential

MD

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

DC

***

***

***

***

***

***

***

***

***

***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***

	Lat		Long
***
***	***		***
***	***		***
***
***	***		***
***	***		***
***	***		***
***	***		***
***
***	***		***
***	***		***
***	***		***
***	***	***	***

Attachment D to ***

***

[See Attached.]

SSN Rev 4- 051611 Silver Spring Confidential

Install Type	Substation	Feeder	Pole Number	Designation	Longitude	Latitude
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***

Install Type	Substation	Feeder	Pole Number	Designation	Longitude	Latitude
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***

Install Type	Substation	Feeder	Pole Number	Designation	Longitude	Latitude
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***

Install Type	Substation	Feeder	Pole Number	Designation	Longitude	Latitude
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***
***	***		***	***	***	***

Attachment G to ***

PHI Security Requirements

[See Attached.]

SSN Rev 4- 051611 Silver Spring Confidential

Attachment G

PHI Security and Interoperability Requirements

***

1

***

2

Pole No.	Latitude	Longitude	Controller	Existing Equipment	Tie Feeder (for Open Switches)	Recommended Action
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***		***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***

Substation	Feeder No.		Pole No.	Latitude		Longitude		Controller		Existing Equipment
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***

Latitude		Longitude		Pole No.		Controller		Recommended Action
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***	***

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***

Table 3

Capacitor Control and Switched Bank Installations

Atlantic City Electric Region

***

***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***

SC Oct 21 2008

***

***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***

SC Oct 21 2008

***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***

SC Oct 21 2008

***

***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***

SC Oct 21 2008

***

***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***

SC Oct 21 2008

***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***	***

***

SC Oct 21 2008

Table 1

ASR Field Device Installations

Atlantic City Electric Region

List of switching devices which need to be installed or upgraded in the ASR Scheme

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

SC Oct 21 2008

***

***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***

SC Oct 21 2008

***

***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***

SC Oct 21 2008

***

***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***		***	***	***
***	***	***	***	***		***	***	***

***

SC Oct 21 2008

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***
***	***	***	***	***	***	***

Table 1

ASR Field Device Installations

NCRO Electric Region

List of switching devices which need to be installed or upgraded in the ASR Implementation

***

***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***

***

***		***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

TABLE Vll

URD Fault Detector Installations

Pepco Maryland Jurisdiction

Final Issue

***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***

***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***
***	***	***	***	***	***	***	***	***

Attachment E to ***

***

(to be completed Jointly by the Parties during the Project)

SSN Rev 4- 051611 Silver Spring Confidential

Attachment F to ***

***

[See Attached.]

SSN Rev 4- 051611 Silver Spring Confidential

***

***

			***
***	***	***	***	***	***	***
***	***	***	***
***	***	***		***
***	***	***			***
***	***	***				***

***

***

			***
***	***	***	***	***	***	***
***	***	***	***
***	***	***		***
***	***	***			***
***	***	***				***

 ***

***

***

			***
***	***	***	***	***	***	***	***
***	***	***	***
***	***	***		***
***	***	***			***
***	***	***				***
***	***	***					***

***

			***
***	***	***	***	***		***		***		***
***	***	***	***
***	***	***		***
***	***	***			***
***	***	***					***
***	***	***							***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***
***	***	***	***	***

***		***	***	***	***
***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***

***

***

***

Attachment H to ***SOW

Roles and Responsibilities Matrix

(to be completed jointly by the Parties during the Project)

SSN Rev 4- 051611 Silver Spring Confidential

Attachment I to ***

***

[See Attached.]

SSN Rev 4- 051611 Silver Spring Confidential

Attachment J to ***SOW

Logical Network Design Description

(to be completed by Silver Spring during the Project)

SSN Rev 4- 051611 Silver Spring Confidential

Attachment K to ***SOW

Acceptance Testing

(to be completed jointly by the Parties during the Project)

SSN Rev 4- 051611 Silver Spring Confidential

Attachment L to ***

Software Licensed by PHI under ***

The following Products and operating environments are licensed to PHI under the terms of the Master Agreement.

Environments: For each operating environment, the Parties will check the cell in Table 1 below for a particular Product if Silver Spring is to install that Software module in the specified environment. Silver Spring will provide Communications SaaS as described in Task 4 of this SOW, for each environment for the term listed in Table 1.The term is further described in the next section of this Attachment.

Table 1: Basic Setup Information for Each *** Environment

			Env’t / Solution Services
	Software Product:	Availability requested by PHI	Term**
		(X wks after	(Y months after
Environments:	***	SOW S.D.*)	Availability begins)
***	***	***	***
***	***	***	***

  * SOW S.D. = SOW signature date, which is the SOW Effective Date. Numbers shown reflect the time Silver Spring requires to set up environments, since work will only start after this SOW’_S execution.

** Solution Services begins upon the availability of the environment, and at the end of the term noted, may be renewed or terminated (see next section for fuller description). For temporary environments, the term should be noted with an estimated term (e.g., “est. 12” for a one-year term).

Term of Solution Services (Communications SaaS)

When PHI confirms application reachability and access/authorization functionality for an environment listed in Table 1, that environment will be deemed available. Upon availability of such environment, Silver Spring will provide Communications SaaS for that environment for the term listed in Table 1.

For each environment, the date listed for availability in Table 1 is a target, and the Parties will work cooperatively to finalize the date with reasonable notice. Upon the expiration of the term, the Parties will renew or terminate the Solution Services supporting that environment pursuant to Sections 3.2 and 18 of the Master Agreement.

If PHI intends for an environment to be temporary, the termination date in Table 1 is noted as an estimate, and the Parties will work cooperatively to finalize the date reasonably in advance.

If hosting services are not renewed for any environment(s), Silver Spring reserves the right to reassign relevant Equipment and staffing.

Resolution & Response Time to all incidents are defined in Addendum 2 -- PHI Exhibit L FAT Hosting Agreement.

SSN Rev 4- 051611 Silver Spring Confidential

Addendum Number Seven to

PHI Service Company-Silver Spring Networks

Terms and Conditions for

Supply and Installation of Smart Grid System

This Addendum Number Seven (“Addendum”) to the PHI SERVICE COMPANY - SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM between PHI Service Company (“Owner”) and Silver Spring Networks, Inc. (“Supplier”) dated January 30, 2009 (the “Contract”) revises Exhibit B to the Contract.

Addendum Effective date: February 14, 2012

Except as otherwise defined, the capitalized terms herein shall have the same meaning as such terms in the Contract.

For ease in reference, except as specifically set out below, where a provision of the SOW has been modified, the original provision is identified below as “Original Section.” Except as specifically set out below, such provision is hereby deleted in its entirety and replaced by the provision identified as the “Revised Section.” Except as modified below, the terms and conditions of the SOW shall remain in full force and effect.

1.1.3. Product/Service Strategy   ***

(a) Section 1.1.3.3

Original Section 1.1.3.3. Provision of high-end commercial module by Q3 2009.

Revised Section 1.1.3.3. Provision of high-end commercial module by January, 2011 and specifically for a *** by end of Q2, 2012.

(b) Section 1.1.3.5

Original Section 1.1.3.5. Ability of ***.

Revised Section 1.1.3.5. *** by Q4 2012.

(c) Section 1.1.3.6.

Original Section 1.1.3.6. The AMI System supports the ability to detect a *** from a PHI owned device and communicate the changing of state with the next scheduled transmission.

Revised Section 1.1.3.6. The AMI System supports the ability to detect a *** device and communicate the changing of state with the next scheduled transmission. SSN will work with PHI to configure this ability with any future similar devices.

Addendum No. Seven PHI and SSN Confidential

Addendum Number Seven to

PHI Service Company-Silver Spring Networks

Terms and Conditions for

Supply and Installation of Smart Grid System

This Addendum Number Seven (“Addendum”) to the PHI SERVICE COMPANY - SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM between PHI Service Company (“Owner”) and Silver Spring Networks, Inc. (“Supplier”) dated January 30, 2009 (the “Contract”) revises Exhibit B to the Contract.

Addendum Effective date: February 14, 2012

Except as otherwise defined, the capitalized terms herein shall have the same meaning as such terms in the Contract.

For ease in reference, except as specifically set out below, where a provision of the SOW has been modified, the original provision is identified below as “Original Section.” Except as specifically set out below, such provision is hereby deleted in its entirety and replaced by the provision identified as the “Revised Section.” Except as modified below, the terms and conditions of the SOW shall remain in full force and effect.

1.1.3. Product/Service Strategy   ***

(a) Section 1.1.3.3

***

***

(b) Section 1.1.3.5

***

***

(c) Section 1.1.3.6.

***

***

2.10 Approach, Methodology, and Capacity to Deliver - ***

Section 2.10

Original Section 2.10. AMI System Deployment Period - Delaware. SSN will deploy a fully operational AMI solution in the Delmarva Power & Light (DPL) - Delaware. Deployment of approximately ***

Revised Section 2.10. AMI System Deployment Period – Delaware. SSN will deploy a fully operational AMI solution in the Delmarva Power & Light (DPL) - Delaware, which shall consist of the deployment of approximately ***.

3.1.11 AMI System Information Specifications - Power Outage Detection and Notification

(a) Section 3.1.11.5

Original Section 3.1.11.5. Outage Detection Mode. SSN will implement in the UIQ Outage Detection System module the capability to activate or deactivate automatic polling of endpoints for the purpose of determining the extent of an outage from ODS based upon the receipt of last gasp messages by the end of Q1 2010. This capability will be implemented in such a way that it can be enabled or disabled from automatic operation and it will be made available to PHI.

Revised Section 3.1.11.5. Outage Detection Mode. SSN will in the UIQ Outage Detection System module provide the ***.

(b) ***

3.2.1 AMI System Information Specifications ***

(a) Section 3.2.1.

Addendum No. Seven PHI and SSN Confidential

Original Section 3.2.1. Gas days are defined as 24-hour periods from 10 AM Eastern Prevailing Time of one day to 10 AM Eastern Prevailing Time of the subsequent day. All data requirements will deliver complete gas day data, *** and export the anchor register read along with the interval data to IEE.

Revised Section 3.2.1. Gas days are defined as 24-hour periods from 12:00 AM Eastern Prevailing Time of one day to 11:59:59 PM Eastern Prevailing Time of the subsequent day. All data requirements will deliver complete gas day data, *** and export the anchor register read along with the interval data to IEE.

3.2.4 AMI System Information Specifications *** Corrected Consumption

(a) Section 3.2.4.2.

Original Section 3.2.4.2. The SSN IMU is Interoperable with gas compensation devices that expose a Form A or Form C relay output or with devices that emit an electronic pulse.

Revised Section 3.2.4.1. The SSN IMU is interoperable with gas compensation devices that expose a Form A or Form C relay output or with devices that emit an electronic pulse. ***

(b) Section 3.2.4.3.

Original Section 3.2.4.3. The SSN IMU supports register reading ***.

Revised Section 3.2.4.3. The SSN IMU supports register reading.

3.2.5 AMI System Information Specifications   *** Uncorrected Consumption

(a) Section 3.2.5.2.

Original Section 3.2.5.2 The SSN IMU is interoperable with gas compensation devices that expose a Form A or Form C relay output or with devices that emit an electronic pulse.

Revised Section 3.2.5.2 The SSN IMU is interoperable with gas compensation devices that expose a Form A or Form C relay output or with devices that emit an electronic pulse ***.

(b) Section 3.2.5.3.

Original Section 3.2.5.3. The SSN IMU supports register reading ***.

Revised Section 3.2.5.3. The SSN IMU supports register reading.

3.2.6 AMI System Information Specifications   *** Gas Pressure

(a) Section 3.2.6.1.

Original Section 3.2.6.1. The system will provide the capabilities of monitoring and reporting meter Inlet-side gas static pressures by ***.

Revised Section 3.2.6.1. The system will provide the capabilities of monitoring and reporting *** by end of ***.

(b) Section 3.2.6.2.

Original Section 3.2.6.2. The system will provide the ability to detect, date and time stamp *** events ***.

Revised Section 3.2.6.2. The system will provide the ability to detect, date and time stamp*** events ***.  SSN will work with PHI to configure this ability with any future similar devices. Support for any other such devices requested by PHI will require additional development and test time.

(c) Section 3.2.6.3

Original Section 3.2.6.3. The system will support on event and daily the delivery of gas pressures and *** events.

Revised Section 3.2.6.3. The system will provide the capabilities of *** PHI to configure this ability with any future similar devices. Support for any other such devices requested by PHI will require additional development and test time.

(d) Section 3.2.6.4

Addendum No. Seven 4 of 14 PHI and SSN Confidential

Original Section 3.2.6.4. Configurability. The system will support remote configurability of event delivery frequency and of event threshold values. ***

Revised Section 3.2.6.4 Configurability. The system will support remote configurability of event delivery frequency ***.

3.2.7 AMI System Information Specifications   ***Revenue Integrity Monitoring

(a) Section 3.2.7.2

Original Section 3.2.7.2.***.

Revised Section 3.2.7.2.***.

(b) Section 3.2.7.4

Original Section 3.2.7.4. Battery Alarm. The Gas IMU detects imminent battery failure.  ***.

Revised Section 3.2.7.4. Battery Alarm. The Gas IMU will detect imminent battery ***.

(c) Section 3.2.7.5

Original Section 3.2.7.5 High/Low Flow Alarm. The Gas IMU detects remotely configurable high and low flow conditions and detects instrumentation alarms from gas correctors.  ***.

Revised Section 3.2.7.5 *** Alarm. The Gas IMU detects remotely configurable *** conditions and detects instrumentation alarms from gas correctors. ***.

(d) Section 3.2.7.7

Original Section 3.2.7.7 ***.

Revised Section 3.2.7.7 ***.

(e) Section 3.2.7.8

Original Section 3.2.7.8. Runaway or peak usage detection. The Gas IMU detects a Runaway or Peak Usage condition for individual meters. A runaway meter rate can be ***.

Revised Section 3.2.7.8. Runaway or peak usage detection. The Gas IMU detects a Runaway or Peak Usage condition for individual meters. A runaway meter rate can be configured ***.

(f) Section 3.2.7.9

Original Section 3.2.7.9. ***.

Revised Section 3.2.7.9. ***.

(g) Section 3.2.7.11

Original Section 3.2.7.11. Configurability. The system changes monitoring properties and event reporting thresholds by individual IMU, or batch of IMUs, remotely. ***.

Revised Section 3.2.7.11. Configurability. ***.

3.3 AMI System Information Specifications Home Area Network (HAN) and Demand Response

(a) Section 3.3.3.

Original Section 3.3.3. ***.

Revised Section 3.3.3. ***.

(b) Section 3.3.5

Original Section 3.3.5 SSN will work with partners to jointly deliver a solution for range extenders or repeaters and ***.

Revised Section 3.3.5. ***.

c) Section 3.3.7.

Addendum No. Seven 5 of 14 PHI and SSN Confidential

Original Section 3.3.7 Message success. The solution provides *** success rate for ZigBee Pro communications with a HAN and/or DR device compliant with ZigBee Pro Smart Energy Profile.

Revised Section 3.3.7 Message Success. *** of the messages will be successfully sent from ***.

d) Section 3.3.7.1.

Original Section 3.3.7.1 Messages sent from UIQ provide confirmation on message delivery and receipt by a HAN or DR device.

Revised Section 3.3.7.1 Messages sent from UIQ provide confirmation on message delivery and receipt by a HAN or DR device, ***>

e) Section 3.3.10.

Original Section 3.3.10. *** support firmware upgrades to HAN devices via the Firmware Upgrader within UtilityIQ. The system will support firmware upgrade of HAN devices conformant with the ZigBee Pro Smart Energy Profile standard for such ***.

Revised Section 3.3.10. *** support firmware upgrades to *** HAN devices ***.

***

3.4 AMI System Information Specifications. ***

Section 3.4.4

Original Section 3.4.4.2. The system is capable of providing pre-pay customers with notice of when pre-pay credit is expected to be exhausted.

Revised Section 3.4.4.2. ***

4.2.3 AMI System Specifications System Engineering Upgrade Capability

(a) Section 4.2.3.1

Original Section 4.2.3.1. All devices in the system, including but not limited to relays, access points and end-point devices such as NICs, Gas IMUs, and eBridges, are capable of remote and on-site software and firmware upgrades via UtilityIQ without service interruption. Capability for remote meter firmware upgrade will be made available *** support firmware upgrades to HAN devices via the Firmware Upgrader within UtilityIQ. ***.

Revised Section 4.2.3.1. All devices in the system, including but not limited to relays, access points and end-point devices such as NICs, Gas IMUs, and eBridges, are capable of remote and on-site software and firmware upgrades via UtilityIQ without service interruption. Capability for remote meter firmware upgrade will be made available ***. *** support firmware upgrades ***.

***.

(b) Section 4.2.3.1.1

***

4.2.4 AMI System Specifications   System Engineering Scalability

Section 4.2.4.1

Original Section 4.2.4.1. ***.

Revised Section 4.2.4.1. ***.

4.3 AMI System Specifications   System Management

(a) Section 4.3.2

Original 4.3.2. Tools. Relays, access points and end-point devices such as NICs, and eBridges, are configured and upgraded on-site via the Communications Analysis Test Tool application run on a laptop connected to the FSU (Field

Addendum No. Seven 6 of 14 PHI and SSN Confidential

Service Unit), Gas IMUs are configured using a handheld device or laptop which also uses the FSU. The electric meters selected by PHI are configured and upgraded on-site using the tools provided by the meter manufacturer, ***.

Revised 4.3.2. Tools. Relays, access points and end-point devices such as NICs, and eBridges, are configured and upgraded on-site via the Communications Analysis Test Tool application run on a laptop connected to the FSU (Field Service Unit). Gas IMUs are configured using a handheld device or laptop which also uses the FSU. The electric meters selected by PHI are configured and upgraded on-site using the tools provided by the meter manufacturer. ***.

(d) Section 4.3.3.5

Original Section 4.3.3.5 The system will report battery operation ***.

Revised Section 4.3.3.5 The system will, ***.

(e) Section 4.3.4.5.  ***.

4.5 AMI System Specifications   System and Data Security

(a) Section 4.5.7

Original Section 4.5.7. Intrusion Detection. ***.

Revised Section 4.5.7. Intrusion Detection.  ***.

(b) Section 4.5.9

Original Section 4.5.9 Virus Protection. ***.

Revised Section 4.5.9 ***.

5.10 AMI Network Communications Equipment Specifications   Time Synchronization

Section 5.10.2

Original Section 5.10.2. When time is synchronized at the NIC or Gas IMU, ***.

Revised Section 5.10.2. When time is synchronized at the NIC or Gas IMU, ***.

5.12 AMI Network Communications Equipment Specifications .Operations and Maintenance

Section 5.12.9

Original Section 5.12.9. A history log of all network device access ***.

Revised Section 5.12.9. ***.

6.2.4 End Point Specifications ***.

Section 6.2.4.2. The table in Section 6.2.4.2 is hereby replaced in its entirety with the following table:

MTR MANUFACTURER	METER DESCRIPTION	METER CAPACITY	RFP TOTAL	Revised TOTAL	SSN Availability
***	***	***	***	***	***
	***	***	***	***	***
	***	***	***	***	***

Addendum No. Seven 7 of 14 PHI and SSN Confidential

	***	***	***	***	***
***	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***
	***	***	***		***

Addendum No. Seven 8 of 14 PHI and SSN Confidential

	***	***	***		***
	***	***	***	***	***
	***	***	***	***	***
	***	***	***	***	***
	***	***	***	***	***
	***	***	***	***	***
	***		***	***	***
	***		***	***	***
	***		***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
		***	***

*** *** ***

CORRECTOR POPULATION
***
***	***	***
***	***	***	***
	***	***	***
	***	***	***
		***

Addendum No. Seven 9 of 14 PHI and SSN Confidential

6.2.5 End Point Specifications   Gas IMU_S   Battery 

(a) Section 6.2.5

Original Section 6.2.5 and 6.2.5.1. Battery. SSN’s Gas IMU is rated to operate for following expected number of years based on number of transmits and number of retries per day.

***	***	***
***	***	***
***	***	***
***	***	***

6.2.5.1 ***

Revised Section 6.2.5. and 6.2.5.1. Battery. SSN’s Gas IMU is rated to operate for following expected number of years based on number of transmits and number of retries per day.

***	***	***
***	***	***
***	***	***
***	***	***

6.2.5.1 ***

For the avoidance of any doubt, Section 6.2.5.2 shall remain “as is” after the revisions contemplated above.

6.2.6 End Point Specifications   Gas IMUs ***

(b) Section 6.2.6

Original Section 6.2.6. ***.

Revised Section 6.2.6. ***.

6.2.7 End Point Specifications   Gas IMUs   Diagnostics

(c) Section 6.2.7.1.

Original Section 6.2.7.1. ***.

Revised Section 6.2.7.1. ***.

7.1.3 Head–end System Specifications   Current/Future PHI IT Environment

Section 7.1.3.4.

Original Section 7.1.3.4. SSN will release and support by January 1, 2010 on UIQ ODS 4.1 or later version, the Multi Speak compliant ability to integrate with Oracle SPL’s AMI/AMR Interface software application that runs in conjunction with PHI’s Outage Management System - Oracle SPL Network Management System.

Revised Section 7.1.3.4. SSN will work with Oracle to enable UIQ to produce output of last gasp and device restoration data in a format compatible with the Oracle “Smart Grid Gateway”. This will be made available to PHI within six (6) months of the delivery of the Smart Grid Gateway by Oracle.

Addendum No. Seven 10 of 14 PHI and SSN Confidential

7.1.20 Head-end System Specifications   Multiple Jurisdictions 

Original Section 7.1.20. Multiple Jurisdictions. ***.

Revised Section 7.1.20. Multiple Jurisdictions. ***.

Addendum No. Seven 11 of 14 PHI and SSN Confidential

Effect of this Addendum. All provisions of the Contract, except as supplemented by this Addendum, shall remain in full force and effect and are reaffirmed. Other than as stated in this Addendum, this Addendum shall not operate as a waiver of any condition or obligation imposed on the Parties under the Contract. In the event of any conflict, inconsistency, or incongruity between any provision of this Addendum and any provision of the Contract, the provisions of this Addendum shall govern and control. Governing law, and venue for this Addendum shall be the governing law set forth in the Contract. This Addendum is not effective unless signed by both Parties and may be executed in two counterparts with the same effect as if both signing Parties had signed the same document. The counterparts shall be construed together and constitute the same instrument.

In Witness Whereof, the Parties have caused this Addendum to be executed by their duly authorized representatives as of the effective date set forth above.

	PHI SERVICE COMPANY		SILVER SPRING NETWORKS,INC.
By:	/s/ ***	By:	/s/ Don Reeves
Name:	***	Name:	Don Reeves
Title:	VP, Business Transformation	Title:	SVP, Smart Grid Services & Operations
Date:	4-2-12	Date:	3/29/12

Approved by Legal

/s/ ***

***

Addendum No. Seven 12 of 14 PHI and SSN Confidential

	ADDENDUM Number Eight to
	PHI SERVICE COMPANY – SILVER SPRING
	NETWORKS
	TERMS AND CONDITIONS FOR
	SUPPLY AND INSTALLATION OF
	SMART GRID SYSTEM

This Addendum Number Eight (“Addendum”) to the PHI SERVICE COMPANY – SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM between PHI Service Company (“Owner”) and Silver Spring Networks, Inc. (“Supplier”) dated January 30, 2009 (the “Contract”) addresses certain issues related to the *** to be deployed by Owner in the ***. Except as otherwise defined, the capitalized terms herein shall have the same meaning as such terms in the Contract.

Addendum Effective date: February 14, 2012

NOW, THEREFORE, in consideration of the promises and mutual covenants between the Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to the terms set forth in Exhibit 1 to this Addendum in connection with the deployment of ***.

Effect of this Addendum. All provisions of the Contract, except as supplemented by this Addendum, shall remain in full force and effect and are reaffirmed. Other than as stated in this Addendum, this Addendum shall not operate as a waiver of any condition or obligation imposed on the Parties under the Contract. In the event of any conflict, inconsistency, or incongruity between any provision of this Addendum and any provision of the Contract, the provisions of this Addendum shall govern and control. Governing law and venue for this Addendum shall be the governing law set forth in the Contract. This Addendum is not effective unless signed by both Parties and may be executed in two counterparts with the same effect as if both signing Parties had signed the same document. The counterparts shall be construed together and constitute the same instrument.

[ Remainder of Page Left Intentionally Blank ]

Addendum No. Eight 1 SSN and PHI Confidential

In Witness Whereof, the Parties have caused this Addendum to be executed by their duly authorized representatives as of the effective date set forth above.

PHI SERVICE COMPANY

By:	/s/ ***
Name:	***
Title:	VP, Business Transformation
Date	2/13/2012

SILVER SPRING NETWORKS, INC.

By:	/s/ Don Reeves
Name:	Don Reeves
Title:	SVP, Smart Grid Services Operation
Date	Feb,22,2012

Approved by Legal:

/s/ ***

***

Addendum No. Eight 2 SSN and PHI Confidential

Exhibit 1

***

In order to address certain adverse impacts experienced by Owner in connection with the deployment of *** prior to the Addendum Effective Date, and certain adverse impacts that Owner may experience in the deployment of *** the Addendum Effective Date, the Parties hereby agree as follows:

1. To offset any loss, expense or cost incurred by Owner prior to the Addendum Effective Date that was directly caused by a Supplier–caused delay in the deployment of *** pursuant to the SOW (including without limitation, any delay or related loss, expense or cost, resulting from a breach of a Gas *** warranty pursuant to Section 16 of the Contract), Supplier shall pay Owner *** as follows:

a. *** on or before February 22, 2012; and

b. *** on or before April 15, 2012.

Payment by Supplier to Owner of the amount specified above shall constitute Owner’s sole and exclusive remedy, and Supplier’s entire liability, for such loss, expense or cost described in this Section 1.

2. For the period commencing on the Addendum Effective Date and ending on December 31, 2012 (the “Deployment Period”), Supplier shall make available to Owner *** (“Initial Fund”) in accordance with Section 3 below. For the period commencing on January 1, 2013 and ending on June 30, 2013 (the “Post Deployment Period”), Supplier shall make available to Owner *** (the “Subsequent Fund” collectively with the Initial Fund, the “Total Fund”) in accordance with Section 3 below.

3. During the Deployment Period and Post Deployment Period, Owner may draw upon the Initial Fund or Subsequent Fund, respectively, *** pursuant to the SOW or (ii) a defective *** set forth in Section 16 of the Contract (“Delay or Defect”). In order to draw upon the Initial Fund during the Deployment Period or the Subsequent Fund during the Post Deployment Period, Owner must notify Supplier of the Delay or Defect in writing. For any defective *** that Supplier may be required to repair or replace, Owner must commence an *** in accordance with Section 16.4 of the Contract Upon verification by Supplier of the Delay or Defect Owner may invoice Supplier for the amount of the applicable loss, expense or cost related thereto. Upon Supplier’s request, Owner will make available to Supplier documentation to reasonably evidence the applicable lost, expense or cost. Supplier shall pay such invoice within *** of receipt, and such amount shall be deducted from the Initial Fund or Subsequent Fund, as applicable.

4. Upon expiry of the Deployment Period, if there is any remaining balance in the Initial Fund, Owner, in its reasonable discretion, may within *** of the expiry of the Deployment Period notify and invoice Supplier for the balance in accordance with Section 3 above, or (ii) notify Supplier that such balance is released from the obligations set forth in this document. If Owner fails to notify Supplier within the *** period of its request for the balance, the balance shall be deemed released to Supplier and from the obligations set forth in this document.

5. Upon expiry of the Post Deployment Period, in the event that a balance remains in the Subsequent Fund, Owner, in its reasonable discretion, may within *** of the expiry of the Post Deployment Period notify and invoice Supplier for the balance in accordance with Section 3 above, or (ii) notify Supplier that such balance is released from the obligations set forth in this document. If Owner fails to notify Supplier within the *** period of its request for the balance, the balance shall be deemed released to Supplier and from the obligations set forth in this document.

6. If Owner’s total loss, expenses or costs incurred as a result of Delays or Defects during the Deployment Period and Post Deployment Period exceeds the amount of the Total Fund, Supplier and Owner will use good faith efforts to agree to a reasonable resolution.

7. The Total Fund and Supplier’s commitment in item 6 above shall constitute Owner’s sole and exclusive remedy, and Supplier’s entire liability, for any loss, expense or cost incurred by Owner during the Deployment Period or Post Deployment Period for any Delay or Defect.

Addendum No. Eight 3 SSN and PHI Confidential

8. Notwithstanding any contrary term in the Contract (including Section 16.2 thereof), the *** for any *** deployed in the Delaware Segment prior to December 31, 2012 (including each *** deployed prior to the Addendum Effective Date) shall ***. 

9. Unless otherwise directed by *** in writing, all payments to be made by *** pursuant to this Exhibit 1 shall be wired to the following *** account:

Bank Name:	***
City/State:	***
ABA Number:	***
Name:	***
Account Number:	***
Ref Information:

Addendum No. Eight 4 SSN and PHI Confidential

	ADDENDUM Number Nine to
	PHI SERVICE COMPANY – SILVER SPRING
	NETWORKS
	TERMS AND CONDITIONS FOR
	SUPPLY AND INSTALLATION OF
	SMART GRID SYSTEM

This Addendum Number Nine (“Addendum”) to the PHI SERVICE COMPANY – SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM between PHI Service Company (“Owner”) and Silver Spring Networks, Inc. (“Supplier”) dated January 30, 2009 (the “Contract”). Unless otherwise specified herein, all capitalized terms shall have the meaning given in the Contract.

ADDENDUM EFFECTIVE DATE: DECEMBER 9^th 2011

NOW, THEREFORE, in consideration of the promises and covenants between the Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to :(i) Supplier will provide the COP product to Owner as described in the Statement of Work attached hereto and incorporated by reference as Attachment 1, and (ii) amend and restate Section 3.1 of Exhibit C, License Agreement to the Contract as follows:

1. 3.1 Subject to Owner’s compliance with the terms and conditions of this Agreement, Supplier grants to Owner, solely for Owner’s own internal business purposes, a non–exclusive, non–transferable license to (i) use the Software to manage or operate that number of Licensed Devices for which Owner has paid Fees for the Production environment, and (ii) use the Required Manuals in connection with its use of the Software. Owner may make a single copy of the Software exclusively for inactive back–up or archival purposes. Owner may make unlimited copies of the Software for testing and staging purposes provided the total aggregate number of Licensed Devices shall not exceed *** across all testing and staging environments. Owner may make a single copy of the Software for full scale testing purposes provided the number of Licensed Devices shall not exceed the number of Licensed Devices for which the Owner has paid Fees. Supplier shall not be required to provide any support or updates for purposes of the testing and staging environments (including the full scale testing environment). Owner may purchase maintenance and support for the Software used in the testing and staging environments pursuant to Exhibit E to the Contract according to the fees outlined in Exhibit K to the Contract. Owner may make copies of the Required Manuals reasonably needed for the purpose of exercising Owner’s rights under this Section 3.

Effect of this Addendum. All provisions of the Contract, except as supplemented by this Addendum, shall remain in full force and effect and are reaffirmed. Other than as stated in this Addendum, this Addendum shall not operate as a waiver of any condition or obligation imposed on the Parties under the Contract. In the event of any conflict, inconsistency, or incongruity between any provision of this Addendum and any provision of the Contract, the provisions of this Addendum shall govern and control. Governing law and venue for this Addendum shall be the governing law set forth in the Contract. This Addendum is not effective unless signed by both Parties and may be executed in two counterparts with the same effect as if both signing Parties had signed the same document. The counterparts shall be construed together and constitute the same instrument.

Addendum No. Nine 8 Dec 2011 1 PHI and SSN Confidential

InWitness Whereof, the Parties have caused this Addendum to be executed by their duly authorized representatives as of the effective date set forth above.

PHI SERVICE COMPANY

By:	/s/ ***
Name:	***
Title:	VP, Business Transformation
Date	12-9-11

SILVER SPRING NETWORKS, INC.

By:	/s/ Eric P Dresselhuys
Name:	Eric P Dresselhuys
Title:	EVP
Date	12-9-11

Approved by Legal:

/s/ ***

***

Addendum No. Nine 8 Dec 2011 2 SSN and PHI Confidential

Attachment 1

	SMART GRID PROJECT STATEMENT OF WORK
	Statement of Work – PHI *** ***

This Statement of Work (“SOW”) is entered into as of December 9, 2011 (“SOW Effective Date”) between Silver Spring Networks, Inc. (“Silver Spring” or “SSN”) and PHI Service Company (“PHI”) This SOW is subject to the terms of the “PHI Silver Spring Networks Terms and Conditions for Supply and Installation of Smart Grid System” agreement as amended, dated 1/30/2009 between Silver Spring and PHI (the “Master Agreement”). Capitalized terms used but not defined in this SOW have the meaning assigned them in the Master Agreement. In the event that there is a conflict or inconsistency between this SOW and the Master Agreement, the terms of the Master Agreement shall prevail, unless this SOW explicitly states that the particular term in this SOW applies notwithstanding the terms of the Master Agreement.

Definitions

*** means an enhanced security module in the *** suite of applications specifically designed to ***, such *** is properly authorized and *** from ***.

Hardware Security Module “HSM” means the hardware component *** reside on.

High Availability “HA” means *** that are setup in an automatic failover method. UIQ recognizes *** and automatically fails over *** if the *** unavailable.

***

Scope of Work

This SOW describes the deployment, testing, and ongoing operation of the *** modules for PHI. This SOW accounts for the addition of the *** modules for the following environments: *** will be located as indicated in Exhibit 2– “High Level Architecture” Roles and responsibilities of SSN and PHI in regards to the *** are defined in Exhibit 3 – “PHI / SSN *** SOW Roles and Responsibilities” Disaster recovery planning and implementation of a disaster recovery solution is beyond the scope of this SOW. The Parties agree to review Exhibit 3 – “PHI / SSN *** SOW Roles and Responsibilities” to this SOW annually and as required and to negotiate in good faith any changes as appropriate, including any related fees.

Services

Task 1 – Project Management

1.1. Project Management

1.1.1. Silver Spring Responsibilities –– Silver Spring will manage the project described in this SOW, including all corresponding Products and Services by its employees and its subcontractors. These Services will include the following activities:

a. Evaluation, planning, design, build–out, testing, deployment, training and support functions as defined by this SOW.

b. Ordering of all equipment as per the terms agreed to with PHI. ***, except where PHI determines that it is in their best interest to directly procure the equipment.

c. Coordinating all Silver Spring activities, including ordering, delivery, installation, deployment and testing of required hardware and software against Purchase Orders. Silver Spring will order *** on behalf of PHI.

d. Creating, tracking and updating Silver Spring’s project plan and delivery schedule.

e. Providing weekly status reports that identify project progress, issue’s and outstanding action items.

f. Attending weekly status meetings and other meetings as agreed to with PHI’s project team to coordinate project activities between Silver Spring and PHI.

g. Answering general questions from PHI.

1.1.2. PHI Responsibilities –– PHI will perform each of the following activities:

Addendum No. Nine 8 Dec 2011 3 SSN and PHI Confidential

a. Supply a Project Manager to coordinate all PHI activities related to the project. 

b. PHI’s Project Manager will work to create efficient paths of communication with Silver Spring, including prioritizing requests made to the Silver Spring team.

c. Assist with any physical, network, regulatory, and PHI resource requirements specific to the PHI’s datacenter and/or premises, as appropriate.

d. Assist with any areas where SSN needs input or clarifications specific to this SOW.

e. PHI to identify all requirements as the related to: vendor access to PHI data center, vendor security training, network design, system configuration, ***, anti–virus, appliance configuration and exception processes.

Task 2 – Field Deployment – There is no Field Deployment related to this project.

Task 3 –Application Deployment

3.1 Detailed Description of Tasks and Milestones

3.1.1. Plan / Design

a. Silver Spring will evaluate the defined PHI requirements to ensure the proposed solution will meet the defined requirements. Note: the preliminary high level architecture is provided in Exhibit 2.

b. PHI will formally accept the proposed solution prior to Silver Spring proceeding with the activities of paragraph 3.1.2 below.

c. Silver Spring will develop a project plan and review high level milestones with PHI for agreement.

d. Silver Spring will define project prerequisites and confirm delivery dates.

e. Silver Spring will schedule and lead a kick off meeting to review high level project plan and milestones with PHI.

f. PHI will formally accept the high level project plan, milestones and delivery dates.

g. Silver Spring and PHI will jointly review the existing network and server architectures after which Silver Spring will design the detailed architecture to integrate the Silver Spring & PHI network and server architectures for the overall solution.

h. Silver Spring will design PHI specific ***.

i. Silver Spring will design *** solutions specific to monitoring, logging, name resolution, time and other required services.

j. Silver Spring and PHI will jointly define location of all hardware and software installations.

k. PHI will formally accept the overall design architecture.

3.1.2.Build *** Environment

a. Silver Spring will install and configure UIQ *** into PHI’s ***, with the supporting infrastructure configured for high availability (“HA”).

b. Silver Spring will configure the production instance of *** to meet PHI’s requirements and continue to monitor and manage the solution on an ongoing basis.

c. PHI will conduct its structured testing of UIQ *** in the *** to validate that *** performs as designed.

d. PHI will conduct validation testing on the ***, after which PHI will formally accept the implementation of ***.

e. The Production *** will be available to and accessible by the *** of the time on an annualized basis. A determination of availability will be based on ***. Unless otherwise agreed to, scheduled downtime of the *** infrastructure will not be excluded from the calculation of this availability ***. The inability to utilize *** due to planned or unplanned UIQ outages will not count against the ***. This metric will be measured via the SSN ***. PHI will not be entitled to *** for failure to meet the foregoing target to the extent the measurement is affected by problems associated with the ***. PHI acknowledges that SSN has the right to restart and/or remediate the *** without first obtaining approval from PHI in order to attain this metric. Failover between the *** shall occur within ***.

PHI will be *** for Silver Spring’s failure to meet the foregoing target for ***, according to the following table:

***
(Production Environment Only)
Monthly Availability Performance	***
***	***
***	***
***	***
***	***

Addendum No. Nine 8 Dec 2011 4 SSN and PHI Confidential

***	***
***	***
***	***

3.1.3. Build *** Environment

a. Silver Spring will install and configure *** into PHI’s ***, with the supporting infrastructure configured for HA.

b. Silver Spring will configure the production instance of *** to meet PHI’s requirements and continue to monitor and manage the solution on an ongoing basis.

c. For testing purposes, the Production *** instance will be disabled so that the *** instance can connect to the *** instance. PHI will conduct validation testing on the ***, after which PHI will formally accept the implementation of the *** and ***.

3.1.4. Build *** Environment

a. Silver Spring will install ***.

b. Silver Spring will configure the *** meet PHI’s requirements and continue to monitor and manage the solution on an ongoing basis.

c. PHI will test the ***, after which PHI will formally accept the ***.

3.1.5 Schedule. The table below shows the major milestones for the PHI *** Project. An actual schedule will be created with PHI following execution of the SOW.

	***	***
***
Handover of the Staging *** Instances
Handover of the Development *** instance
Handover of the Production and *** Instances

4. Task 4– Training

Silver Spring will provide up to two (2) days of operational training for PHI personnel to detail the operation of the *** module, Hardware Security Modules (“HSM modules”) and associated smart card readers. This training will be conducted on site at a PHI facility at a date agreed to by the Parties.

5. Task 5 – Ongoing Maintenance and Management

5.1. Software Support. Detailed Software support terms are found in Addendum 2, Exhibit L to the Master Agreement.

5.1.1. Incident and Defect Management. Silver Spring’s Customer Support personnel will provide support, including receiving and responding to reports of problems and service requests (“Incident Reports”) concerning ***, within the timeframes and in the manner specified in Addendum 2, Exhibit L to the Master Agreement.

5.1.2. Updates. Upon general release of a ***, Silver Spring will provide it to PHI for review. SSN will be responsible for the installation and configuration of software updates. PHI will be responsible for verifying post software upgrade functionality as well as any testing of systems interfaces with ***.

5.1.3. Monitoring. SSN will be responsible for ongoing monitoring of the *** hardware modules. This will include the monitoring of the management interfaces on the device for health and performance information used in alert management. SSN will provide PHI with notice of Priority 1 (“P1”) issues pertaining to the *** as per the terms of Exhibit L to the Master Agreement *** as agreed to by PHI and SSN. Examples of a P1 issue are the failure of Automatic Failover to the standby HSM or PHI’s inability to access the ***. The established process for notification shall be used. PHI will be responsible for the ongoing monitoring of *** related to remote connections and disconnections as well as threshold monitoring or changes to administrative access.

5.2. Application ***.

5.2.1. Except as otherwise noted or provided in Exhibit 3 – “*** SOW Roles and Responsibilities” to this SOW, Silver Spring will provide the same application *** services regarding *** Silver Spring provides for other modules of UIQ per Exhibit L of the Master Agreement. SSN will work with PHI to set up the ***. After the initial setup PHI is responsible for updating ***.

Addendum No. Nine 8 Dec 2011 5 SSN and PHI Confidential

***	***	***	***	***	***	***
***		***		***	***	***
***		***		***	***	***
***		***		***	***	***
***		***		***	***	***
***		***		***	***	***
***		***		***	***	***
***		***		***	***	***

5.2.2. PHI will cooperate with reasonable requests that Silver Spring makes as part of Silver Spring’s efforts to respond to incidents.

6. Fees.

Silver Spring will provide the Software and perform the Services described in this SOW for the Fees identified in Exhibit 1– Pricing.

Addendum No. Nine 8 Dec 2011 6 SSN and PHI Confidential

	Statement of Work – PHI Critical Operations Protector
	Exhibit 1 Pricing

1. Equipment

Hardware
Skill Level	Catalog Number	Qty	Total (SUSD)		Total (SUSD)
***	***	***	***		***
***				***

***

***

***

***

***

2. Project Management & Deployment Services

Project Management & Deployment Services
Skill Level	Catalog Number	Total ($USD)	Billing Schedule
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***		***

***

***

***

Addendum No. Nine 8 Dec 2011 7 SSN and PHI Confidential

3. *** 

Production Environment
	Catalog Number	Qty	Price / Unit ($USD)	Total ($USD)	Billing Schedule
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***				***	***

***

***

***

***

***

***

Addendum No. Nine 8 Dec 2011 8 SSN and PHI Confidential

Disaster Recovery Environment
***		***	***	***	Total ($USD)	Billing Schedule
***	***		***	***	***	***
***		***	***	***	***	***
***					***

***

***

***

Development Environment
***	***	***	***	***	Billing Schedule
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***				***

***

***

***

***

***

Addendum No. Nine 8 Dec 2011 9 SSN and PHI Confidential

Staging Environment
Item	Catalog Number	Qty	Price / Unit ($USD)	Total ($USD)	Billing Schedule
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***				***

***

***

***

***

***

Addendum No. Nine 8 Dec 2011 10 SSN and PHI Confidential

	Statement of Work – PHI Critical Operations Protector
	Exhibit 2 High Level Architecture

***

Addendum No. Nine 8 Dec 2011 11 SSN and PHI Confidential

	Statement of Work – PHI Critical Operations Protector
	Exhibit 3 PHI / SSN *** SOW Roles and Responsibilities

***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***

Addendum No. Nine 8 Dec 2011 12 SSN and PHI Confidential

	ADDENDUM Number Ten to
	PHI SERVICE COMPANY – SILVER SPRING NETWORKS
	TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF
	SMART GRID SYSTEM EXHIBIT L – Hosting Agreement

This Addendum Number Ten (“Addendum”) to the PHI SERVICE COMPANY – SILVER SPRING NETWORKS TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM between PHI Service Company (“Owner”) and Silver Spring Networks, Inc. (“Supplier”) dated January 30, 2009 (the “Contract”) extends the term of Contract Exhibit L – *** as set forth below. Unless otherwise defined, the capitalized terms herein shall have the same meaning as such terms in the Contract.

Effective date of this addendum: April 1, 2012 (“EFFECTIVE DATE”)

NOW, THEREFORE, in consideration of the promises and mutual covenants between the Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to amend the Contract as follows:

1. Environments, Supplier will provide the Hosting Services for the environments described in the Statement of Work attached hereto and incorporated by reference as Attachment 1 (“SOW”).

2. Term. The term of Exhibit L –– Hosting Agreement is hereby extended ***.

3. Maintenance. Supplier will provide ongoing technical support in accordance with Contract Exhibit E – “Maintenance Agreement”.

4. Fees. The monthly fees for the Hosting Servicesfor the environments described in Attachment 1 are set forth in Attachment 2 and shall be invoiced monthly in advance. ***

5. Effect of this Addendum. All provisions of the Contract, except as supplemented by this Addendum, shall remain in full force and effect and are reaffirmed. Other than as stated in this Addendum, this Addendum shall not operate as a waiver of any condition or obligation imposed on the parties under the Contract. In the event of any conflict, inconsistency, or incongruity between any provision of this Addendum and any provision of the Contract, the provisions of this Addendum shall govern and control. Governing law and venue for this Addendum shall be the governing law set forth in the Contract. This Addendum is not effective unless signed by both Parties and may be executed in two counterparts with the same effect as if both signing Parties had signed the same document. The counterparts shall be construed together and constitute the same instrument.

In Witness Whereof, the Parties have caused this Addendum Number Ten to be executed by their duly authorized representatives as of the date(s) first forth above.

PHI SERVICE COMPANY

By:	/s/ ***
Name:	***
Title:	Executive Vice President

SILVER SPRING NETWORKS, INC.

By:	/s/ Don Reeves
Name:	Don Reeves
Title:	SVP

Approved by Legal:

/s/ ***

***

PH 1-SSN Addendum 10 to Master Contract 1 PHI and SSN Confidential

	ADDENDUM Number Ten to
	PHI SERVICE COMPANY – SILVER SPRING NETWORKS
	TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF
	SMART GRID SYSTEM EXHIBIT L – Hosting Agreement ATTACHMENT 1

Attachment 1–SOW

Project Name: ***

***

Project Summary: To design, implement, and operationalize *** for use by PHI.

VERSION	DATE	AUTHOR	REVISIONS
Ver. 1.0	***	H. Patrick	***
Ver. 1.0	***	H. Patrick	***

Environments

This section describes the Utility IQ environments as they will be modified under the terms of this Addendum to be hosted by SSN for use by PHI under this SOW:

***: This environment is used to support the production AMI deployment across the PHI service territory through ***. The environment will be sized to support up to, but no more than, *** electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted at the ***.

***: ***.The environment will be sized to support up to, but no more than, *** electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted at the ***.

***: ***. The environment will be sized to support no more than *** and associated network equipment (APs, Relays). The environment will be physically hosted at the ***

***: ***. The environment will be sized to support up to, but no more than, *** electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted at the ***

***: ***. The environment will be sized to support no more than *** and associated network equipment (APs, Relays). The environment will be physically hosted at the ***

***: ***. The environment will be sized to support up to, but no more than, *** electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted at the ***

***: ***. The environment will be sized to support no more than *** and associated network equipment (APs, Relays). The environment will be physically hosted at the***. ***

***: ***. The environment will be sized to support up to, but no more than, *** electric and gas meters and associated network equipment (APs, Relays). The environment will be physically hosted at the ***

(i) Project Assumptions

• All environments will be managed according to the services listed in Exhibit L (Hosting Agreement) of the Master Contract.

PH 1-SSN Addendum 10 to Master Contract 2 PHI and SSN Confidential

• Current versions of UtilityIQ^® and UtilOS^® will be installed and subsequent product revisions will be provided upon availability. 

• SSN will adhere to mutually agreed upon change management process in performing any changes to all environments

• Project milestones and acceptance criteria will be established to monitor and track project progress as existing environments are upgraded to the status described in the Environments section above.

• SSN will provide regular status updates reporting against the jointly defined project metrics and success criteria. Two dedicated leased line circuits between PHI and SSN, as described below, will continue to be maintained by SSN.

a. ***

b. ***

c. ***

d. ***

e. ***

f. ***

g. Term: 12 months

• ***,

• SSN will provide ongoing technical support in accordance with the Exhibit E to the Contract “Maintenance Agreement”.

(b) Scope Statement

(i)In Scope

• Ongoing support in accordance with Exhibit ***

(ii)Out of Scope

• The defined SOW islimited to the environments listed herein. Any new environments will need to be separately defined for further planning.

PH 1-SSN Addendum 10 to Master Contract 3 PHI and SSN Confidential

	ADDENDUM Number Ten to
	PHI SERVICE COMPANY– SILVER SPRING NETWORKS
	TERMS AND CONDITIONS FOR SUPPLY AND INSTALLATION OF SMART GRID SYSTEM EXHIBIT L – ***
	ATTACHMENT Z

Attachment 2–Pricing

1. ***

Production Environment
Item	Catalog Number	Qty	Price/Unit ($USD)	Total ($USD)
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
Total				***

***

***

***

***

	Disaster Recovery / Full Scale Test Environment
Item		Catalog Number	Qty	Price / Unit ($USD)	Total ($USD)
***	***	***	***	***	***
***	***	***	***	***	***
Total			i		***

***

***

***

***

PH 1-SSN Addendum 10 to Master Contract 4 PHI and SSN Confidential

***
Item	Catalog Number	Qty	Price / Unit ($USD)	TOTAL ($USD)
***	***	***	***	***
Total				***

***
Item	Catalog Number	Qty	Price/Unit ($USD)	Total $USD)
***	***	***	***	***
Total				***

***
***	***	***	***	***
***	***	***	***	***
Total				***

***

***

***

***

***nvironment
Item	Catalog Number	Qty	Price / Unit ($USD)	Total ($USD)
***	***	***	***	***
Total ‘				***

*** Environment
Item	Catalog Number	Qty	Price / Unit ($USD	Total ($USD)
***	***	***	***	***
Total				***

***

***

***

***

PH 1-SSN Addendum 10 to Master Contract 5 PHI and SSN Confidential

2. *** 

***==Software Licenses
Item	Catalog Number	Qty	Price / Unit	Total ($USD)
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***
***	***	***	***
***	***	***	***
***	***	***	***
Total Annual Maintenance			***

***

***

***

***

PH 1-SSN Addendum 10 to Master Contract 6 PHI and SSN Confidential

ADDENDUM NUMBER 11

Standard Terms and Conditions for Supply and Installation of Smart Grid System

This Addendum Number 11 (“Addendum No. 11”), effective as of September 25, 2014 (“Addendum No. 11 Effective Date”), amends the PHI Service Company Standard Terms and Conditions for Supply and Installation of Smart Grid System between Silver Spring Networks, Inc. (“Silver Spring”) and PHI Services Company (“PHI”) dated January 30, 2009 (“Agreement”). Unless otherwise amended herein, the terms of the Agreement shall remain effective. Unless otherwise defined herein, the capitalized terms will have the same meaning as in the Agreement.

The Parties agree to amend the Agreement as follows:

1. Delete the table entitled “AMI System Requirements” set forth in Section 8.12.1 of Exhibit B – Statement of Work to the Agreement, and replace in its entirety with the following:

Test #	AMI System Requirements
1	***
2	***
3	***
4	***
5	***
6	***
7	***

2. Delete the table entitled “Definition of Test (What is Measured?)” set forth in Section 8.12.1 of Exhibit B – Statement of Work to the Agreement, and replace in its entirety with the following:

Test#	Definition of Test (What is measured?)
1	***
2	***
3	***
4	***

PHI-SSN Addendum No. 11 (20140925) Page 1 of 4 PH I and Silver Spring Confidential

5	***
6	***
7	***

3. (i) Delete the fourth paragraph (starting with ***) within Table 8 entitled

*** set forth in Exhibit K - Pricing and Payment Schedule to the Agreement. For clarity, such deletion shall include the bulleted language immediately following the fourth paragraph.

(ii) As of the Addendum No. 11 Effective Date, the Parties acknowledge that all *** subject to Table 8 have been ***.

4. Upon completion of optimization and system acceptance, Silver Spring will deliver a *** of at least *** scheduled to be read within two days from the billing read day. *** following completion of optimization and system acceptance, Silver Spring will deliver a *** of at least *** scheduled to be read within two days from the billing read day. If Silver Spring fails to deliver in accordance with the *** set forth in the immediate foregoing sentence, Silver Spring shall provide PHI with *** to achieve such *** at ***.

5. Delete Section 20.1 of the Agreement, and replace in its entirety with the following:

20.1 Term. This Contract shall commence upon the Effective Date and shall remain in effect until the Final Completion Date or otherwise terminated pursuant to the terms hereunder; provided, however, that unless this Contract is terminated prior to its expiration as provided below: (a) any in- process SOWs and any pending Purchase Orders as of the expiration date shall be completed by the Parties, and the term of this Contract will be extended for that purpose until completion; and (b) Owner may continue to renew applicable Managed Services, and the term of this Contract will be extended solely for such purposes.

6. The Parties agree to the following release terms:

6.1 Limited Release of the Claims. Subject to the terms and conditions of this Addendum No. 11 and Silver Spring’s continued obligations under the Agreement ***, on behalf of itself and its predecessors, successors, assigns, subsidiaries, affiliates, shareholders, directors, officers, partners, employees, agents, and any other person claiming by, through, or under any of the foregoing, ***, and each of its past and present directors, officers, employees, agents, predecessors, successors, assigns, shareholders, partners, subsidiaries and affiliates, ***, with the exception ***. For the avoidance of doubt, nothing herein shall preclude PHI from making any claim arising out of or related to the Agreement arising on or *** (“Future Claims”). With respect to any Future Claims, the Parties hereby agree that the following shall govern in lieu of Section 36.2 of the Agreement:

Dollar Limit on Future Claims.EXCEPT FOR A BREACH OF SECTIONS 6 (PRICES AND PAYMENT) OR 27 (TREATMENT OF CONFIDENTIAL INFORMATION), AND EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 24 (INDEMNIFICATION) AND 25 (PATENT INFRINGEMENT AND OTHER INDEMNIFICATION), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY’S LIABILITY TO THE OTHER OR TO ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS CONTRACT, THE PRODUCTS OR SERVICES, EXCEED THE LESSER OF EITHER (i) ***, OR (ii) *** TIMES THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THIS CONTRACT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE APPLICABLE FUTURE CLAIM, REGARDLESS OF WHETHER ANY ACTION OR FUTURE CLAIM IS BASED ON SUCH CONTRACT, WARRANTY, ***.

6.2 ***. *** foregoing release, ***, which shall constitute a net settlement of all Claims:

(a) Payment in the amount of *** in accordance with Addendum 8 to the Agreement. The Parties acknowledge that as of the Addendum No. 11 Effective Date, *** an amount equal to ***. *** shall pay the remaining amount of *** days of the Addendum No. 11 Effective Date.

(b) Payment in the amount of *** days of the Addendum No. 11 Effective Date.

PHI-SSN Addendum No. 11 (20140925) Page 2 of 4 PH I and Silver Spring Confidential

6.3No Admission. This Addendum No. 11 effects the settlement of Claims that are contested and nothing herein shall be construed as evidence of the validity of any Claims by either Party against the other or an admission by any Party of any fault or breach, any such fault or breach being expressly denied.

6.4 Additional Claims. *** may hereafter discover Claims or facts in addition to or different from those which it now knows or believes to be true with respect to the Claims released herein, but that it is *** to fully, finally, and forever settle and release all such Claims relative thereto that do exist, may exist or heretofore have existed. In furtherance of such intention, the releases given herein shall be and remain in effect as full and complete releases of any such additional or different Claims or facts relative thereto.

6.5 Confidentiality. Except as may be necessary in response to a court order or request from a government agency or regulatory authority, and even in such circumstance only after giving the other Party notice and the opportunity to seek a protective order or confidential treatment, neither Party will publicize or disclose the terms and conditions, or ***, of this Addendum No. 11 except with the prior written consent of the other Party. Notwithstanding the foregoing, the Parties may disclose the terms of this Addendum No. 11 to their respective attorneys, benchmarking consultants, accountants, auditors and insurers provided that each Party causes such attorneys, benchmarking consultants, accountants, auditors and insurers to comply with the foregoing confidentiality requirements. Neither Party will publicly criticize or disparage the other Party in connection with the Claim.

6.6 Representation. ***, except as expressly provided in this Addendum No. 11, it has not relied on any inducement, promise, or representation ***, and there are no liens, or claims of lien, or assignments in law or equity or otherwise of or against any of the Claims released herein and

7. Miscellaneous.

7.1 Entire Agreement and Control. This Addendum No. 11 constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior and contemporaneous agreements, representations and understandings with respect to such matters, whether written or oral. This Addendum No. 11 may not be modified, altered or changed except upon express written consent of both Parties. If there is a conflict between the terms of this Addendum No. 11 and the Agreement, this Addendum No. 11 controls.

7.2 Severability. If any provision of this Addendum No. 11 is deemed to be invalid or unenforceable for any reason, the remainder of this Addendum No. 11 will not be affected. In addition, in lieu of such invalid or unenforceable provision, there will be added automatically as a part of this Addendum No. 11, a valid and enforceable provision as similar in terms to such invalid or unenforceable provisions as is permitted by applicable law.

7.3 Counterparts. This Addendum No. 11 may be executed in counterpart originals with each counterpart to be treated the same as a single original.

7.4 Construction. The Parties are represented by counsel. The Parties understand and agree that this Addendum No. 11 has been jointly drafted and will be construed without regard to any presumption or other rule requiring construction against the Party causing this document to be drafted.

7.5 Authorization. Each individual executing this Addendum No. 11 on behalf of Silver Spring and PHI represents and warrants that he or she is duly authorized to execute and deliver this Addendum No. 11 on behalf of such Party, and that this Addendum No. 11 is binding upon said Party in accordance with its terms and conditions.

7.6 Assignment. This Addendum No. 11 shall bind and inure to the benefit of the Parties’ and their respective heirs, personal representatives, successors and assigns, shareholders, directors, officers, partners, employees, agents, subsidiaries and affiliates.

Executed by the authorized representative of each Party hereto as of the Addendum No. 11 Effective Date:

Silver Spring Networks, Inc.		PHI Service Company
By:	Steve Ingram	By:	/s/ ***
Name:	/s/ Steve Ingram	Name:	***
Title:	V.P. Global Delivery	Title:	VP Business Transformation

Approved by Legal:

PHI-SSN Addendum No. 11 (20140925) Page 3 of 4 PH I and Silver Spring Confidential

/s/ ***

***

PHI-SSN Addendum No. 11 (20140925) Page 4 of 4 PH I and Silver Spring Confidential

EX-10.6

Exhibit 10.6

***Confidential Treatment Requested

EXECUTION VERSION

AMENDED AND RESTATED SERVICES AND

MATERIALS AGREEMENT

Between

Commonwealth Edison Company

and

Silver Spring Networks, Inc.

Dated as of January 25, 2012

***Certain omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934.

EXECUTION VERSION

TABLE OF CONTENTS

			Page
ARTICLE 1 DEFINITIONS			1
ARTICLE 2 SCOPE OF AGREEMENT AND ORDERS			7
	2.1	Work	7
	2.2	Applicability of this Agreement to Purchase Orders	7
	2.3	Statements of Work	7
	2.4	Terms and Conditions of this Agreement and of Purchase Orders	8
	2.5	Primacy of Documents	8
	2.6	Emergency Work	9
	2.7	Schedules and Coordination	9
ARTICLE 3 STANDARDS FOR PERFORMANCE			9
	3.1	Standards	9
	3.2	Schedule of Performance	9
	3.3	Final Completion	9
	3.4	Site Investigations	9
	3.5	Permits, Fees and Notices	9
	3.6	Compliance with Laws and ComEd Policies and Procedures	10
	3.7	Compliance with Code of Business Conduct	10
	3.8	Disaster Recovery and Business Continuity	10
	3.9	Subcontractor Compliance	10
	3.10	Software Support Services for Software Licensed for a Perpetual Term	10
ARTICLE 4 WARRANTIES			11
	4.1	Equipment Purchased from Contractor	11
	4.2	Project Services	11
	4.3	Software	11
	4.4	Harmful Code	11
	4.5	Compliance	11
	4.6	NIST Standards	11
	4.7	System Warranty	11
	4.8	*** with Third Party Meters	11
	4.9	Future ***	11
	4.10	Open Source	12
	4.11	Financial Status	12
	4.12	Equipment Sufficiency	12
	4.13	Litigation and Infringement	12
	4.14	Disclaimer of Implied Warranties	12
	4.15	Third Party Materials	12
	4.16	Integrated Meters	12
	4.17	Inspection	12
	4.18	Assignment of Warranties	12
ARTICLE 5 PAYMENT			12
	5.1	Pricing for Material and Services	12
	5.2	Taxes	12
	5.3	Submission of Invoices	13
	5.4	Invoice Format and Copies	13
	5.5	Reports	13
	5.6	Change Orders ***	13
	5.7	Grounds for Not Paying Invoices	13
	5.8	Final Payment	14
	5.9	Payment Not Waiver of Contractor’s Breach	14
	5.10	***	14
ARTICLE 6 TERM			14
	6.1	Initial Term; Renewal	14
	6.2	Non-Renewable Items	14
	6.3	Effect of Expiration or Termination	14
	6.4	Transition Services	14

i

			Page
ARTICLE 7 CONTRACTOR’S DRAWINGS; SAMPLES			14
	7.1	Drawings	14
	7.2	Samples	15
ARTICLE 8 COMED’S PROPERTY AND INFORMATION			15
ARTICLE 9 MATERIAL PROVISIONS			15
	9.1	Advance Manufacture or Procurement	15
	9.2	Spare Parts	15
	9.3	Cessation of Production	15
	9.4	Notifications of Defects ***	15
ARTICLE 10 INSPECTION AND TESTING			15
	10.1	Equipment	15
	10.2	System Deliverables	16
	10.3	Cure	16
	10.4	Final Acceptance	16
	10.5	No Waiver of Warranty	16
ARTICLE 11 PROJECT MANAGEMENT			16
	11.1	Designated Representatives	16
	11.2	Meetings	16
	11.3	Project Issues and Disputes	16
ARTICLE 12 CHANGES IN THE WORK AND MATERIALS			16
	12.1	Changes	16
	12.2	Claims	17
	12.3	Payment for Changes	17
	12.4	Equipment Changes	17
	12.5	Software and Documentation Changes	17
	12.6	***	17
	12.7	User Group	17
ARTICLE 13 PROJECT MANAGEMENT, DELAY AND ACCELERATION			17
	13.1	No Extension of Final Completion Date	17
	13.2	Compensable Delay Claim	17
	13.3	Compensable Delay	18
	13.4	***	18
ARTICLE 14 LOSS OR DAMAGE; TITLE			18
	14.1	Delivery Terms	18
	14.2	Risk of Loss	18
	14.3	Routing of Shipments; Shipping	18
	14.4	Warranty of Title	19
ARTICLE 15 INSURANCE			19
	15.1	Required Coverages	19
	15.2	Additional Coverages	19
	15.3	Additional Insured Endorsement.	19
	15.4	Evidence of Insurance	20
	15.5	Waiver of Subrogation	20
	15.6	Ratings	20
	15.7	Breach of Agreement.	20
	15.8	Non-Waiver.	20
	15.9	ComEd’s Right to Purchase	20
	15.10	Contractor’s Commencement of Work Without Insurance	20
	15.11	Contractor Obligations Not Limited	20

ii

			Page
ARTICLE 16 INDEMNIFICATION AND LIMITATION OF LIABILITY			20
	16.1	Infringement Indemnification	20
	16.2	Remedies	21
	16.3	Exclusive Remedy	21
	16.4	Personal Injury and Property Damage	21
	16.5	Indemnification against Breach, Negligence or Misconduct; Claims by Subcontractors	21
	16.6	Procedures for Indemnification under this Agreement	21
	16.7	Disclaimer of Certain Damages	21
	16.8	Dollar Limit on Most Liabilities	22
	16.9	Contractor Liability	22
	16.10	***	22
ARTICLE 17 TERMINATION AND SUSPENSION			22
	17.1	Termination With Cause	22
	17.2	Termination Without Cause	22
	17.3	Suspension for Force Majeure	22
	17.4	Termination for Failure to ***.	22
	17.5	Termination Charges	22
	17.6	Disputed Termination	23
	17.7	Contractor’s Duties Upon Termination	23
	17.8	Completion of Fabrication	23
	17.9	Resumption of Work	23
	17.10	Temporary Deferment of Services	24
	17.11	Subcontractors	24
ARTICLE 18 WAIVER OF LIEN			24
ARTICLE 19 LABOR RELATIONS			24
	19.1	Notice of Potential Labor Disruption	24
	19.2	Jurisdictional Disputes	24
	19.3	Indemnification	24
	19.4	Contractor’s Rights	24
ARTICLE 20 CONTRACTOR’S PERSONNEL			25
	20.1	Competent Workers	25
	20.2	Qualification	25
	20.3	Use of Contractor Personnel.	25
	20.4	Background Examinations	26
	20.5	Hosted Personnel.	26
	20.6	*** Commitment, Reporting and Penalties	27
ARTICLE 21 SUBCONTRACTUAL RELATIONS			27
	21.1	Subcontractual Relations	27
	21.2	Subcontracts	27
	21.3	Contractor’s Payments to Subcontractors	27
	21.4	Disputes with Subcontractors	27
	21.5	Compliance with Laws	27
ARTICLE 22 SAFETY, SECURITY AND ENVIRONMENTAL REQUIREMENTS; COMPLIANCE WITH LAWS			27
	22.1	Safety,	27
	22.2	Security and Environmental Compliance	28
	22.3	Reports of Accidents	28
ARTICLE 23 WASTE MATERIALS ASSOCIATED WITH WORK			28
	23.1	Disposal	28
	23.2	Recycling Material	28
ARTICLE 24 DOCUMENTATION, PROPRIETARY INFORMATION AND WORK PRODUCT			28
	24.1	ComEd Intellectual Property Rights	28
	24.2	Ownership	29
	24.3	Derivative Works	29
	24.4	Proprietary Markings	29
	24.5	ComEd’s Use of Contractor Information	29
	24.6	Contractor Use of ComEd Information	29
	24.7	Software License	29

iii

			Page
ARTICLE 25 CONFIDENTIAL INFORMATION			30
	25.1	Definition	30
	25.2	Exclusions	30
	25.3	Receiving Party’s Obligations	30
	25.4	Disclosure Pursuant to Court Order	30
	25.5	Irreparable Harm	30
	25.6	Data Privacy	31
	25.7	Safeguarding Personal Identifying Information	31
	25.8	Security of Data	31
	25.9	Remote Access	32
	25.10	No Commingled Data	32
ARTICLE 26 DISPUTE RESOLUTION			32
	26.1	Step Negotiations	32
	26.2	Work to Continue	32
ARTICLE 27 MISCELLANEOUS			32
	27.1	Terms and Conditions	32
	27.2	Complete Agreement	32
	27.3	Notices	33
	27.4	Captions	33
	27.5	Binding Effect; Execution; Counterparts	33
	27.6	Survivability	33
	27.7	No Third-Party Beneficiaries	33
	27.8	Publicity	33
	27.9	Assignment	33
	27.10	Choice of Law; Venue; Interpretation; Severability	33
	27.11	Amendments	34
	27.12	Bankruptcy or Insolvency	34
	27.13	Audit	34
	27.14	Non-Waiver	34
	27.15	Cumulative Remedies	35
	27.16	Nondiscrimination and Affirmative Action	35
	27.17	Diversity Supplier Spend	35
	27.18	Compliance with Law; Contractor Compliance Requirements	35
	27.19	Due Authorization	36
ARTICLE 28 ESCROW			36
	28.1	Escrow Deposit	36
	28.2	Release Conditions	36
	28.3	Treatment of Source Code upon Release from Escrow	36
ARTICLE 29 COMED OPERATIONAL RESPONSIBILITIES			37
	29.1	Operational Responsibilities	37
	29.2	Effect of Failure to Perform	37
	29.3	Out of Scope Items	37

EXHIBIT A COMED AFFILIATES	A-1
EXHIBIT B SMART ENERGY NETWORK SYSTEM	B-1
EXHIBIT C CERTIFICATE OF FINAL COMPLETION OR ACCEPTANCE	C-1
EXHIBIT D [Reserved]	D-1
EXHIBIT E THIRD PARTY PERSONNEL ACKNOWLEDGEMENT	E-1
EXHIBIT F MATERIAL CLAIMS	F-1
EXHIBIT G [Reserved]	G-1
EXHIBIT H TRANSITION SERVICES	H-1
EXHIBIT I CONTRACTOR POLICY ON BACKGROUND CHECKS	I-1
EXHIBIT J ESCROW AGREEMENT	J-1
EXHIBIT K COMED CORPORATION CODE OF BUSINESS CONDUCT	K-1
EXHIBIT L ***	L-1
EXHIBIT M RELIABILITY STANDARDS	M-1
EXHIBIT N STATEMENTS OF WORK	N-1

iv

AMENDED AND RESTATED SERVICES AND MATERIALS AGREEMENT

This Amended and Restated Services and Materials Agreement (this “Agreement”)is effective as of the date provided on the cover and is made between Commonwealth Edison Company (“ComEd”), and the contractor entity (“Contractor”or “SSN”)as defined below and identified on the signature page hereof.

This Agreement establishes the terms and conditions on which ComEd may, from time to time, purchase Material and Services (as defined below) from Contractor, which purchases shall be evidenced by the delivery by ComEd to Contractor from time to time of Purchase Orders or similar writings, or by electronic data interchange. The purchase of the Material and Services by ComEd from Contractor is expressly governed by the terms and conditions contained or referred to herein. This Agreement amends, restates and replaces in its entirety (but does not constitute a novation of) the existing Services and Materials Agreement between Exelon Business Services Company, LLC and Contractor dated as of August 13, 2009, as amended prior to the Effective Date (the “EBC Agreement”).

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to ComEd, those entities identified in Exhibit A as amended from time to time by ComEd, and also includes those entities that now or hereafter own, are owned by or under common control with ComEd.

“Agreement” means this Services and Materials Agreement between Contractor and ComEd together with all appendices, exhibits, schedules, and attachments hereto, and all Purchase Orders and Change Orders, all as such may be amended, restated, or supplemented from time to time as stated herein.

“Business Day(s)” means any calendar day which is not a Saturday, Sunday or legal holiday in the state where the Specific Project is located.

“Certification of Final Completion” has the meaning set forth in Section 3.3.

“Change” means an addition to, deletion from, or adjustment or revision to a Purchase Order, Scope of Work or Specifications.

“Change Order” means a written order issued by a Party that permits and directs an addition to, deletion from, or adjustment or revision to a Purchase Order or Scope of Work or Specifications.

“ComEd Data” means any information provided by ComEd as so designated, including without limitation, any data regarding ComEd’s customers that is either: (i) furnished, disclosed or otherwise made available to Contractor, directly or indirectly, by or on behalf of ComEd pursuant to the Agreement or otherwise; or (ii) collected, modified or created by Contractor in the course of performing the Services, including without limitation all data received, processed or generated by the Materials or Services or other interfaced software (including without limitation meter readings, billing information and all other customer data and statistical analysis).

“ComEd’s Designated Representative” means ComEd’s duly authorized representative who will provide the general administration of this Agreement for Specific Projects on behalf of ComEd and shall be ComEd’s field representative in all matters related to this Agreement. ComEd may, in its sole discretion, change its representative at any time or from time to time, and shall promptly notify Contractor, in writing, of any such change.

“ComEd Entities” has the meaning set forth in Section 20.3.3.

“ComEd Intellectual Property” has the meaning set forth in Section 24.1.

“ComEd Parties” has the meaning set forth in Section 16.1.

“ComEd Responsibilities” means the responsibilities of ComEd, ComEd’s third party subcontractors and consultants retained by ComEd, expressly designated as ComEd Responsibilities in Section 29.l(a) through (h) of this Agreement or expressly designated as ComEd Responsibilities in a Statement of Work or Project Plan.

“ComEd-Specific Works” has the meaning set forth in Section 24.3.1.

“CommonControl” (includingthe terms “controlledby” and “under commoncontrol with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Commercially Reasonable Terms” means both financial and commercial terms that are consistent with concepts of good faith and fair dealing and are no less favorable to ComEd than those contained in this Agreement, if any, or to the extent no such terms exist under this Agreement, reasonably consistent with the principles contained within this Agreement.

“Compensable Delay” has the meaning set forth in Section 13.3.

“Confidential Information” has the meaning set forth in Section 25.1.

“Contract Documents” means documents for a Specific Project, mutually agreed to by the Parties and signed by their authorized representatives.

“Contractor” means the party identified in the Agreement which is to deliver the Material and perform the Services pursuant to Purchase Orders for Specific Projects and includes (unless the context of this Agreement clearly requires otherwise) Subcontractors and their respective employees and agents.

“Contractor Affiliate” means any entity that now or hereafter owned by or under Common Control with Contractor.

“Contractor’s Designated Representative” means Contractor’s representative, or his duly authorized representative, who will provide the general administration of this Agreement for Specific Projects on behalf of Contractor and shall be Contractor’s field representative in all matters relating to this Agreement. Contractor’s Designated Representative shall be in attendance at the Site during the performance of the Work.

“Contractor’s Representative” has the meaning set forth in Section 25.7(b).

“Contractor Entities” has the meaning set forth in Section 20.5.

“Contractor Personnel” means any and all individuals, including partners, employees, officers, agents and other persons assigned by, through or on behalf of Contractor or its Subcontractors to perform the Work. Also referred to in ComEd’s Use of Contractor Policy as a “Third Party Contractor.”

“Contractor’s Safety Program” has the meaning set forth in Section 22.1.1.

“DOE” has the meaning set forth in Section 3.6.3.

“Delivery Date” means (i) for Equipment, the date on which such Equipment is ***; (ii) for Software operated on servers at ComEd’s facility, the date on which *** (which will be no later than *** calendar days *** and (iii) for Software that Contractor operates on servers at Contractor’s facilities, the date on which ***.

“Derivative Work” means a work based on a Contractor Product, or Service or Contractor Intellectual Property Rights (collectively, “Prior Work”), including: (1) for material subject to copyright protection, any work which is based upon one or more Prior Works, such as a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form in which such pre-existing works may be recast, transformed or adapted; (2) for patentable or patented inventions, any adaptation, subset, addition, improvement or combination of any Contractor Prior Work; and (3) for material subject to trade secret protection, any new material, information or data relating to and derived from the pre-existing Contractor Confidential Information.

“Disclosing Party” has the meaning set forth in Section 25.1.

“Disputed Charge” has the meaning set forth in Section 5.7.

“Disputes” has the meaning set forth in Section 26.1.

“Dollars” and “$” mean United States Dollars.

2

“Documentation”means an electronicversionof the then-currentinstallationinstructions and user manuals customarilyprovided by Contractorto Contractors products to theextentthatthe content thereof doesnot conflict with the terms ofthisAgreement oranyStatement of Work.

“Drawings” means the final drawings for the Specific Project to be provided by Contractor, all in accordance with the mutually agreed upon and signed Scope of Work referenced in the Purchase Order for a Specific Project.

“Effective Date” means, notwithstanding anything herein to the contrary, the date set forth on the cover page hereto.

“Emergency Work” has the meaning set forth in Section 2.6.

“Environmental Laws” means any federal, state, or local law, regulation, ordinance, standard, guidance, or order pertaining to the protection of the environment, including the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq. (“CERCLA”); the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq. (“RCRA”); the Toxic Substances Control Act, 15 U.S.C. 2601, et seq. (“TSCA”); the Clean Air Act, 42 U.S.C. 7401, et seq. (“CAA”); the Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq. (“FWPCA”); and the Occupational Safety and Health Act, 29 U.S.C. 651 et seq. (“OSHA”) and any other law that governs: (a) the existence, removal, or remediation of Hazardous Substances on real property; (b) the emission, discharge, release, or control of Hazardous Substances into or in the environment; or (c) the use, generation, handling, transport, treatment, storage, disposal, or recovery of Hazardous Substances.

“Equipment” means all Contractor hardware and related accessories provided by Contractor to ComEd under this Agreement pursuant to Purchase Orders. Equipment is described in Exhibit B.

“Error” means a material failure of the Software to perform in accordance with the user Documentation for the Software. Errors do not include, and Contractor will have no responsibility for, any failure of the Software to the extent caused by any of the following: (a) modifications not made or approved by Contractor or by third parties authorized by Contractor; (b) the Software has not been operated in accordance with Contractor’s installation and operating instructions, including without limitation on computing devices or with computer operating systems and/or third party software other than those recommended by Contractor or reasonably intended for use with the Software; (c) the Software has been damaged in any manner due to the fault or negligence of any person or entity other than Contractor or its subcontractors; (d) any material failure of the computer operating systems, hardware environment, and/or third party software utilized by ComEd in connection with the Software other than to the extent caused by Contractor or the Software.

“Escrow Agent” has the meaning set forth in Section 28.1.

“Excusable Delay” means any period of delay or nonperformance by Contractor caused by (a) a cause beyond the reasonable control of a Party defined as Force Majeure in Section 17.3 below where such Party has otherwise complied with its obligations pursuant to Section 17.3; or (b) ComEd’s failure to perform a ComEd Responsibility, subject to and where Contractor has otherwise complied with its obligations pursuant to Section 29.2.

“Final Acceptance” has the meaning set forth in Section 10.4.

“Final Completion” means the date for completion of the Specific Project listed in the Work Documents or Project Schedule for such Specific Project. In the event of a conflict between the date of Final Completion listed in the Purchase Order and the Project Schedule for a Specific Project, the date listed in the Project Schedule shall govern.

“Final Payment” has the meaning set forth in Section 5.8.

“Firmware” means the object code version of Contractor proprietary software that is embedded in the Equipment.

“Force Majeure” has the meaning set forth in Section 17.3.

“Governmental Authorities” means any and all federal, state, county, municipal, local, foreign or other government, or any agency or subdivision of any or all of the foregoing, or any quasi-governmental agency, self-regulating organization, board, bureau, commission, department, instrumentality, or public body, or any court, administrative agency, arbitrator, mediator, regulator, or other tribunal or adjudicative authority.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

3

“Hazardous Substances” means and includes flammable substances, explosives, radioactive materials, asbestos, hazardous wastes or substances, crude oil or any fraction thereof, refined or partially refined petroleum products or any other wastes, materials, or pollutants included in the definition of “hazardous substance,”“toxic substance,”“hazardous material,”“hazardous waste,”“extremely hazardous waste,”“restricted hazardous waste,”“pollutant,”“special waste,” or words of similar import under any Environmental Law.

“Health and Safety Laws” means any federal, state, or local law, regulation, ordinance, standard, guidance, or order pertaining to safety and health in the workplace, including the Occupational Safety and Health Act, 29 U.S.C. 651 et seq. (“OSHA”), and the Toxic Substances Control Act, 15 U.S.C. 2601, et seq. (“TSCA”).

“Hosted Personnel” has the meaning set forth in Section 20.5.

“Indemnitee” has the meaning set forth in Section 16.6.1.

“Indemnitor” has the meaning set forth in Section 16.6.1.

“Initial Term” has the meaning set forth in Section 6.1.

“Inspection Period” has the meaning set forth in Section 10.1.

“Intellectual Property Rights” means all common law or statutory (a) United States patents, patent applications, and patent rights; (b) any worldwide rights associated with original works, authorship, moral rights, copyrights and all its exclusive rights; (c) worldwide rights relating to the protection of trade secrets and confidential information, (d) rights associated with algorithms, designs, industrial designs, and semiconductor design in the United States; (e) worldwide rights related to the possession, use or exploitation of signs, trademarks, service marks, trade names, trade dress and related goodwill; (e) rights analogous to those set forth above and any and all other industrial or intellectual property rights; and (f) registrations, divisionals, continuations, continuations-in-part, renewals, reissues, reexaminations, and extensions of the foregoing (as applicable) now existing or hereafter filed, issued or acquired.

“Illinois Public Utilities Act” means 220 Illinois Compiled Statues 5, as amended.

“IP Claims” has the meaning set forth in Section 16.1.

“Job Commitment” has the meaning set forth in Section 20.6.1.

“Key Personnel” has the meaning set forth in Section 20.3.1.

“Launch” means with respect to each Optimization Area the date such Optimization Area has achieved Final Acceptance.

“Law” or “Laws” means all laws, statutes, codes, ordinances, rules, regulations, lawful orders, applicable guidance documents from regulatory agencies, judicial decrees and interpretations, standards, permits and licenses, including Environmental Laws, health, safety, building, and employment laws, as amended from time to time, of all Governmental Authorities that are applicable to the Work and any of Contractor’s obligations under the Contract Documents.

“Licensed Devices” means the aggregate number of end-point utility metering devices and information and control network devices that may be managed by the Software as specified in Purchase Orders.

“Major Release” means a Software release that changes the digit number of the release (e.g., 1.5 to 2.0) then being supported by Contractor.

“Material” means all Product to be furnished by Contractor and necessary to complete the Work.

“Milestone Dates” means the date of Substantial Completion, the date of Final Completion, and any other dates stated in the Purchase Order or Project Schedule for a Specific Project for Contractor’s completion of specific components of the Work.

“Minor Release” means a Software release that changes the tenths decimal number of the release (e.g., 1.5 to 1.6) then being supported by Contractor.

“NIC” has the meaning set forth in Section 4.16.

4

“NIST” has the meaning set forth in Section 4.6.

“Notices of Election” has the meaning set forth in Section 16.6.2.

“Notices of Former Employees/Retirees” has the meaning set forth in Section 20.3.6.

“Patch” or “Patch Release” means a Software release that provides fixes to Errors, indicated by a change to the hundredths decimal number of the release (e.g., 1.5.2 to 1.5.3).

“Party” means ComEd or Contractor, as the case may be, and “Parties” means ComEd and Contractor collectively.

“Person” means any natural person, partnership (limited, general, or other), joint venture (limited or otherwise), company (limited liability or otherwise), corporation, association, Governmental Authority, or any other legal entity of whatever kind or nature, together with any combination of one or more of the foregoing.

“Policies and Procedures” has the meaning set forth in Section 3.6.1.

“Pre-existing ComEd Intellectual Property Rights” has the meaning set forth in Section 24.1.

“Prior Work” has the meaning set forth in the definition for Derivative Work.

“Products” means Equipment and Software.

“Project Schedule” means the Parties’ mutually agreed upon schedule describing their responsibilities, milestones, tasks, deliverables and testing for the performance of the Work identified in the Purchase Order for each Specific Project. The Project Schedule for each Specific Project shall be one of the Contract Documents and shall be attached as an Exhibit to the Purchase Order for the Specific Project.

“Purchase Order” means a document issued by ComEd to Contractor incorporating by reference the Agreement, and which defines, among other things, the scope, price, and duration of the Work and references the Contract Documents for the Specific Project. As used herein, Purchase Order includes documents that may be variously referred to as “contracts,” “Statements of Work”, “releases” or “purchase order releases” by Affiliates in their Contract Documents.

“Receiving Party” has the meaning set forth in Section 25.1.

“Release” means any version of Software, including Patches, Major Releases and Minor Releases.

“Reliability Standards” has the meaning set forth in Section 4.6.

“Renewal Term” has the meaning set forth in Section 6.1.

“Requesting Party” has the meaning set forth in Section 12.1.

“Responding Party” has the meaning set forth in Section 12.1.

“Retiree” means a former ComEd or Affiliate employee whose employment was not governed by a collective bargaining agreement with IBEW Union Local 15 at the time of such person’s termination of employment and who previously received, is eligible to receive or is currently receiving benefit payments under a ComEd tax-qualified retirement plan, including the ComEd Corporation Retirement Program (Service Annuity Plan of ComEd Energy Company or Commonwealth Edison Company Service Annuity System), the ComEd Cash Balance Pension Plan and/or the AmerGen Employee Pension Plan.

“RMA” has the meaning set forth in Section 4.1.1.

“SaaS Services” means the Services where Contractor operates Software on ComEd’s behalf at Contractor’s data center.

“Scope of Work” or “Statement of Work” or “SOW” means the written description of Work mutually agreed upon and signed by authorized representatives of the Parties for the Specific Project. Current Scope of Works are attached hereto as Exhibit N.

5

“Services”meansallofthelabor,supervision,administrationandotherservices identified in the Scope of Work or required to complete the Work set forth in the Contract Documents, including engineering, design, project management, implementation, integration, training,hostingormaintenanceandsupportservices,testing,andtechnicalassistancethat Contractor will provide.

“Site” means ComEd’s site or such other premises (including premises owned or controlled by a third-party) for which the Work is intended or where the Services will be performed.

“Software” means all Contractor utility network management software and software tools licensed as a stand-alone product (e.g., UtilityIQ® AMM and NEM) provided by Contractor to ComEd (or managed for ComEd) under this Agreement. Software is described in Exhibit B.

“Software Support Services” means the Software maintenance and support services described in this Agreement and the applicable Statement of Work.

“Source Code” has the meaning set forth in Section 28.1.

“Special Terms and Conditions” means terms and conditions not contained in any general terms and conditions, but which is made part of this Agreement or the Purchase Order by reference and which is signed by authorized representatives of the Parties.

“Specifications” means the final specifications for the Specific Project, including specifications for the Equipment, Software and System, as developed and approved all in accordance with the mutually agreed upon Scope of Work set forth in the Purchase Order for a Specific Project and which are signed by authorized representatives of the Parties. The term “Specifications” includes the System Specifications.

“Specific Project” means the Work defined in the Purchase Order to be performed by Contractor at the Site.

“Staff Augmentation” means any and all Work provided hereunder that are either: (1) designated by ComEd as “Staff Augmentation”, (2) not designated by ComEd as “Project”, “Outsourced” or “Outage” work, or (3) are supervised or managed in the day-to-day performance by ComEd.

“Subcontract” has the meaning set forth in Section 21.2.

“Subcontractor” means any Person contracting directly with Contractor to furnish any part of the Work, or a Person contracting with a Subcontractor of Contractor (regardless of tier) to furnish any part of the Work. The term “Subcontractors” shall not include Contractor’s manufacturing subcontractors.

“Submittals” means all drawings, sketches, shop drawings, diagrams, illustrations, schedules, Contractor drawings, and other data or information, which are prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work.

“Substantial Completion” means the point in time at which the entire or designated portion of the Specific Project is sufficiently complete such that ComEd can utilize the Specific Project for commissioning, start-up, and completion of performance, and reliability testing as required under the Project Schedule, as reasonably determined by Contractor and reasonably approved by ComEd.

“System” means a system of which Contractor provides all components and that provides the smart grid functionality set forth in the Statement of Work, consisting of a head-end application and related hardware and software infrastructure; a backhaul communication network (referred as the Head-end or UIQ System); a wireless mesh network (referred to as a NAN) employing wireless Access Points and Relays; Integrated Meters (if purchased from Contractor); and other hardware and firmware included within such meters and modules purchased from Contractor that enable, among other things, a home area network; and other hardware, software or miscellaneous items that comprise, add to, enhance or enable any of the foregoing system elements.

“System Specifications” means the functionality of the System described in Exhibit B hereto, together with those set forth in the Statement of Work and in any subsequent specification document(s) created and to which the Parties have agreed in writing pursuant to this Agreement or any Statement of Work.

“Technically Feasible” means capable of accomplishment using commercially reasonable efforts within the two way metering, software, smart grid or energy, systems development, migration or integration industries.

6

“Termination for Convenience” has the meaning set forth in Section 17.2.

“Third Party Personnel Acknowledgement” or “TPPA” has the meaning set forth in Section 20.3.5.

“UCITA” has the meaning set forth in Section 27.10.

“UIQ System” means Contractor’s back office system, including without limitation, servers housing the Software, Software and the following network and application components: (routers terminating IPSEC/RFC2893 tunnels; (b) VPN tunnel (or other circuit) connecting ComEd to a UIQ environment; and (c) a data center infrastructure (including network, power and facilities).

“Upgrades” mean Major Releases, Minor Releases and Patches. Upgrades do not include newly-released stand-alone, plug-in or add-on software products or modules sold or licensed separately that contain new features and functionality and for which Contractor charges a separate license and maintenance services fee.

“Work” means all Material and Services required to be provided by Contractor under the Contract Documents for the Specific Project. All obligations of Contractor shall be performed as specified in the applicable Contract Documents for the Specific Project, including engineering, design, fabrication, construction, installation, demolition, testing, technical assistance, delivery of material and documentation.

All other capitalized terms used herein as defined terms shall have the meanings ascribed to them in this Agreement.

ARTICLE 2

SCOPE OF AGREEMENT AND ORDERS

2.1 Work.

This Agreement is not a requirements contract. ComEd reserves the right to use its own resources and to employ other contractors to perform the same or similar Work at any or all of its facilities, or at facilities of third-parties. During the term of this Agreement, following the issuance of an appropriate Purchase Order, Contractor will furnish the Work identified in the Scope of Work attached to the Purchase Order and substantially in the form of Exhibit N attached hereto. ComEd may, from time to time, delegate the exercise of its rights (including the issuance of Purchase Orders) and the receipt of benefits under this Agreement to its Affiliates, provided that, subject to the provisions of Section 27.9, all ComEd duties and obligations under this Agreement shall remain the obligation of ComEd, not its Affiliates. Contractor agrees that Exelon Business Services Company, LLC may act as ComEd’s agent with regard to this Agreement. The issuance of a Purchase Order referencing this Agreement to Contractor by an Affiliate means that the Affiliate has agreed that all of the terms and conditions set forth in this Agreement apply to the Purchase Order, unless specifically modified in writing by authorized representatives of the Parties. Subject to the provisions of Section 27.9, no Affiliate will have any right, interest, obligation, or liability under Purchase Orders issued by any other Affiliate and may not transfer any Work to another Affiliate without Contractor’s prior written consent. ComEd may send a Purchase Order by means of a variety of electronic commerce and electronic business process alternatives as mutually agreed by the Parties.

2.2 Applicability of this Agreement to Purchase Orders.

Unless specifically modified, the terms and conditions set forth in this Agreement apply to each Purchase Order, unless the Parties otherwise agree in writing. Subject to Section 2.6, Contractor shall not commence Work without receipt of a Purchase Order from ComEd. The Purchase Order shall specify, at a minimum, the time for performance, Scope of Work, the Contract Documents, and Contractor’s price for the Work. ComEd shall submit Purchase Orders at least*** weeks prior to the scheduled shipment date of Equipment ordered therein or as the Parties otherwise agree in writing. During the term of this Agreement, ComEd may request Contractor to perform Work by issuing a Purchase Order, signed by ComEd’s Designated Representative or other authorized representative of ComEd, to Contractor. Contractor shall accept or reject each Purchase Order in writing within *** Business Days after receipt by Contractor; provided, however, that (subject to Section 2.6), Contractor’s commencement of performance of the Work shall be deemed an effective mode of acceptance of ComEd’s offer or counteroffer, as the case may be, and the terms and conditions contained in this Agreement. Contractor shall not reject any Purchase Order unless such Purchase Order attempts to vary any terms of this Agreement or specifies a quantity of Equipment in excess of *** of the quantity of Equipment specified in the most recent forecast delivered to Contractor. Upon the request of ComEd, Contractor shall sign and return the Purchase Order to ComEd’s Designated Representative.

2.3 Statements of Work.

2.3.1 Generally. Each Statement of Work entered into by the Parties shall: (i) be consecutively numbered; (ii) incorporate by reference the terms of this Agreement, subject to any changes upon which the Parties may mutually agree; (iii) designate the date as of which the provisions of the Statement of Work will be effective and, if applicable, the term

7

or period of time during which Contractor shall perform the applicable Contractor Services; (iv) describe the Services to be performed, staffing, locations where the Services areto be performed, and any other obligations to be discharged by Contractorpursuant to the Statement of Work; (v) set forthany applicable specifications,task lists,milestone events, deliverable lists, and acceptance criteria; (vi)specify the payments to be paid undertheStatementofWork,ifany;(vii)expresslystateanyadditional Contractor obligations or ComEdResponsibilities and (vii) be executed by the duly authorized representatives of the Parties. 

2.3.2 Preparation.

(a) As directed by ComEd, ComEd or Contractor will prepare an initial draft of any new Statement of Work. As soon as reasonably practicable from receipt of a request for a Statement Work or a draft Statement of Work in the event that ComEd prepares the initial draft, Contractor shall respond to ComEd either with a draft Statement of Work, or in the event that ComEd has provided an initial draft, with a responsive draft accepting or modifying the Statement of Work by ComEd. In each case, Contractor’s response shall be reasonably detailed, shall include all material terms that would reasonably be required to provide the requested Services and may include any alternative solutions which Contractor reasonably believes would reduce costs, accelerate the schedule or otherwise be favorable to fit ComEd’s intended purpose for the proposed Contractor Service. In the event that Contractor modifies any Statement of Work, it shall provide a detailed explanation for such modification together with proposed changes that would make the modified Statement of Work acceptable to Contractor. In the event that the modified Statement of Work as revised by Contractor is not acceptable to ComEd, then as soon as reasonably practicable following a written request by ComEd, the Parties shall meet to negotiate in good faith, using all Commercially Reasonable efforts, with respect to the modified elements of the draft Statement of Work.

(b) All negotiations shall take place telephonically or, in the event that either Party determines that in-person negotiations are necessary, at ComEd’s facilities. The Parties shall use commercially reasonable efforts to come to agreement on each Statement of Work. All Statements of Work created under this Section will be on terms and conditions mutually agreed upon; provided, however, that Contractor shall not withhold its approval for a Statement of Work if: (i) it contains Commercially Reasonable Terms; (ii) it is Technically Feasible; (iii) it involves the development of additional features, functionality or Products that are direct derivations or extensions of Products existing as of the effective date of the Statement of Work; and (iv) ComEd agrees to allow Contractor to make such additional features, functionality or Products requested under such Statement of Work generally available to Contractor’s other customers, at Contractor’s sole cost and expense.

2.4 Terms and Conditions of this Agreement and of Purchase Orders.

The terms and conditions of this Agreement supersede any preprinted terms or conditions on any preprinted purchase order or any printed or typed conditions forming a part of Contractor’s proposal. Any non-preprinted terms and conditions contained within a Purchase Order issued by ComEd that incorporates by reference this Agreement shall supersede the affected terms and conditions of this Agreement, provided that Contractor has approved such differing terms as documented in a written modification of the Agreement or Contract Documents signed by an authorized representative of Contractor. Neither Contractor’s commencement of performance of Services or delivery of any Materials will be construed as acceptance of ComEd’s other or additional terms and conditions. ComEd may cancel or modify any Purchase Order within *** calendar days after Contractor’s written acknowledgement of the Purchase Order. Any additional or different terms and conditions set forth in Contractor’s proposal or preprinted purchase orders, Contractor’s Purchase Order acknowledgments, or similar writings, or in Contractor’s invoices or electronic data interchange acknowledgments, are objected to by ComEd and will not be binding upon ComEd unless specifically assented to in writing by an authorized representative of ComEd.

2.5 Primacy of Documents.

In the event of any conflict or inconsistency between the documents comprising the Contract Documents for a Specific Project, the authority of the individual documents for each respective Specific Project, relative to the other document, is, in descending order of authority: this Agreement, the Statement of Work, the Purchase Order for a Specific Project (provided such Purchase Order references a written agreement for the Specific Project signed by authorized representatives of the Parties); Special Terms and Conditions; Drawings; Specifications; and any other documents identified in the Purchase Order for a Specific Project as comprising the Contract Documents for a Specific Project. Notwithstanding the foregoing, (a) the several documents forming the Contract Documents for a Specific Project shall be taken as mutually explanatory of one another; however, in case of ambiguities, discrepancies, or inconsistencies, the primacy of documents shall govern and (b) to the extent a Statement of Work expressly provides that one or more terms or conditions therein shall control over one or more terms or conditions of the Agreement expressly referenced in such Statement of Work, then such terms or conditions in the Statement of Work shall control.

8

2.6Emergency Work.

2.6.1 In the event of an emergency, ComEd may orally request that Contractor perform Work prior to execution of a Purchase Order (“Emergency Work”). In such event, Contractor immediately shall commence the performance of Emergency Work, which shall be mutually agreed upon in writing by authorized representatives of the Parties within a reasonable time after Contractor commences such work.

2.6.2 In any emergency affecting the safety of persons or property on a Specific Project, Contractor shall act, at its reasonable discretion, to prevent threatened damage, injury, or loss. Any extension to the affected Milestone Dates in the Project Schedule or request for an adjustment of Contractor’s price claimed by Contractor on account of Emergency Work shall be documented in a request for an appropriate Change Order submitted by Contractor to ComEd as provided herein.

2.6.3 All Emergency Work shall be performed in accordance with the terms and conditions of this Agreement.

2.6.4 Emergency Work shall not exceed a total cost of *** during any *** period ***.

2.7 Schedules and Coordination. Contractor shall coordinate its activities and deliverables under this Agreement (including, but not limited to, all Work) with all services and all items provided by ComEd and each of ComEd’s third party providers of services. Contractor shall cooperate with each of ComEd’s other third party providers of services and shall make commercially reasonable efforts to assure that none of the Contractor Services or other items provided to ComEd by Contractor shall adversely affect ComEd’s operations or the services or other items provided by any other of ComEd’s third party providers, whether as to functionality, security, speed, service levels, interconnectivity and interoperability, reliability, availability, performance, response times, or otherwise.

ARTICLE 3

STANDARDS FOR PERFORMANCE

3.1 Standards.

Contractor shall comply with all standards for the Work that are set forth in the Contract Documents.

3.2 Schedule of Performance.

Contractor shall complete all Work on or prior to the Milestone Dates for such completion set forth in the Contract Documents or the Project Schedule for a Specific Project. *** Delays or possible delays in performance of the Work or in the completion of Milestone Dates shall be reported within five (5) calendar days after Contractor’s discovery thereof to ComEd. Contractor shall take all necessary steps, at no additional cost to ComEd, to recover delays in the Project Schedule, unless such delays are caused by Excusable Delays.

3.3 Final Completion.

Subject to the terms of Section 10 (Inspection and Testing) and if required by the Contract Documents, no Specific Project shall be deemed complete until after *** has executed a certificate of Final Completion or Acceptance (“Certificate of Final Completion”) substantially in the form of Exhibit C. *** may not unreasonably withhold, delay or condition its execution of a Certificate of Final Completion. Without limitation of Contractor’s rights under Sections 13.2 and 13.3, if *** withholds its execution of a Certificate of Final Completion due to incomplete Work, *** shall, ***, complete such incomplete Work (including all corrections or replacements) and test, inspect, re-test, or re­inspect, as appropriate, any portions of the Work so completed or corrected. Such tests, inspections, re-tests, and re-inspections shall be subject to verification by ***.

3.4 Site Investigations.

If applicable to the Work, Contractor will inspect the Site where the Work is to be performed. If it performs such inspection, it will (a) not rely on any investigations performed by or information provided by ComEd relating to the conditions at the Site without ComEd’s prior written agreement, (b) use its own judgment to assess the conditions to be found at the Site, including all physical characteristics that could in any way affect the Work or Contractor’s price, and (c) satisfy itself as to the conditions under which it will be obligated to operate.

3.5 Permits, Fees and Notices.

3.5.1 Contractor agrees to obtain and pay for all permits and approvals necessary or appropriate to perform the Work in compliance with applicable Laws, except for those permits ComEd is specifically required to obtain by virtue of the terms of this Agreement or by applicable Laws.

3.5.2 Contractor shall timely tender to ComEd copies of all governmental notices received.

9

3.6Compliance with Laws and ComEd Policies and Procedures.

3.6.1 Contractor warrants that all Work performed hereunder and all Work and Work Product (as hereinafter defined) generated in connection therewith shall *** with all applicable Laws. Contractor shall make *** relating to commencement and progress of the Work as required by applicable Laws. Additionally, where not in conflict with any other provision of this Section 3.6, Contractor will comply with all ***, which shall be provided to Contractor or posted on a secure website as designated by ComEd. ComEd shall provide Contractor with *** of any material changes to Policies and Procedures. ComEd reserves the right to revise or update its Policies and Procedures from time to time. At least on an annual *** Contractor shall *** which rules, policies, Site requirements, and procedures of ComEd it has reviewed, provided that ComEd has *** Contractor *** of any material changes ComEd has made to such rules, policies Site requirements and procedures.

3.6.2 Policies and Procedures of Affiliates can each be found on their secure website. Contractor shall be given a password to access the website. ComEd or the applicable Affiliate shall provide Contractor with reasonable prior written notification of any material changes to such Policies and Procedures.

3.6.3 Contractor warrants that it shall fully comply with those applicable rules promulgated by the *** concerning *** set forth at ***, as amended from time to time, included among which are rules regulating the granting of access to and use of *** controlled information provided by ComEd or a U.S. person under the *** rules. Consistent therewith, *** controlled information assistance is within the scope of ***’s general authorization set forth at *** or if the transfer of such information is authorized by a special authorization issued by *** pursuant to***.

3.7 Compliance with Code of Business Conduct.

In the performance of any activities related to the Work, Contractor, Subcontractors, and their respective agents and employees involved in the Work, shall adhere at all times to the applicable provisions contained in ComEd’s Code of Business Conduct approved by ComEd board of Directors 06-27-06, which is attached hereto as Exhibit K. In conjunction therewith, Contractor, Subcontractors and their respective agents and employees, upon request by ComEd, shall complete a Certification of Compliance in a form provided by ComEd.

3.8 Disaster Recovery and Business Continuity.

Contractor shall provide back-up, disaster recovery and storage capabilities as set forth in the applicable Scopes of Work.

3.9 Subcontractor Compliance.

Contractor shall require that all its Subcontractors comply with all requirements of this Article 3.

3.10 Software Support Services for Software Licensed for a Perpetual Term. Upon payment of applicable fees, ComEd shall be entitled to receive Software Support Services as described in the applicable Statement of Work or Software Support Services terms (“Support Agreement”), which will include at a minimum, the following terms.

3.10.1 Error Reporting and Classification. Contractor will promptly notify ComEd of Errors in the Software or related Documentation of which Contractor becomes aware, to the extent that such Errors would affect ComEd’s implementation or operation of the Software. If ComEd discovers an Error in the Software, ComEd shall submit to Contractor a report describing such Error, in accordance with Contractor’s reasonable requirements in the Support Agreement. Upon receipt of a conforming Error Report, Contractor will, in consultation with ComEd, classify the reported Error in accordance with the Priority Levels defined in the Support Agreement. Contract or will initiate verification and resolution of any reported Error in accordance with the response times set forth in the Support Escalation Matrix of the Statement of Work.

3.10.2 On-Site Support. Upon the request of ComEd, Contractor shall provide on-site support at Contractor’s then-current standard consulting rates, ***.

3.10.3 Remote Support. Contractor shall provide on-going remote support to ComEd and shall provide ComEd access, ***, to subject matter experts to assist ComEd with ongoing technology issues. Contractor shall be provided remote access to ComEd’s UIQ system via secure VPN connection to facilitate Contractor’s ability to troubleshoot and support ComEd.

3.10.4 Maintenance. Contractor shall provide information to ComEd relating to Upgrades during any term for which ComEd has purchased Software Support Services. During such term, ComEd will be *** to and *** such Upgrades. Except for Software provided on a SaaS Services basis or where Contractor has agreed to install the Software under a Statement of Work, releases and documentation will be provided to ComEd on a compact disc (CD) or electronically for installation and implementation by ComEd.

10

In the event of a conflict between this Section 3.10 and the Statements of Work effective as of the Effective Date and attached to this Agreement as Exhibits N, the provisions of Exhibit N shall govern.

ARTICLE 4

WARRANTIES

4.1 Equipment Purchased from Contractor.

4.1.1 Contractor warrants to ComEd that for a period *** from the *** the Equipment will (i) *** and (ii) be ***. This warranty only covers problems *** during the *** or during the *** following the expiration of the ***. Each item of Equipment is manufactured from ***. In some cases, the Equipment may have been ***. Regardless of the Equipment’s production status ***. Where a type of service involves the exchange of Equipment or part, the replacement may not be new, but will be *** meet the ***, and be subject to the ***. If *** of Equipment does not meet the *** provided herein during the ***, Contractor will *** and as its ***. Prior to *** a unit of Equipment *** ComEd shall obtain from Contractor ***. Contractor may require that the Equipment be ***. Once Contractor confirms the *** and determines that it *** then Contractor shall ***. Equipment not in *** to the extent caused by one or more of the following causes is *** and will *** only upon the *** (a) an *** not made or approved by *** or *** (b) ComEd’s or any third party’s *** (c) any use, handling or installation by *** not in accordance with this Agreement or Documentation; ***. Nothing herein shall *** if Contractor’s failure to meet its warranty obligations hereunder constitutes a *** including ***.

4.1.2 *** In addition to*** if more than *** of the installed population of NICs has *** during any rolling *** month period during the applicable *** and Contractor was *** Contractor will either (i) *** and *** or (ii) *** for its *** in connection with the *** up to *** provided that beginning on the *** of the *** and *** thereafter, such *** amount shall be *** by the *** in the *** from the preceding calendar year for *** month period

4.1.3 *** In addition *** if during the applicable *** Contractor is unable to *** such Equipment remotely, for *** Contractor will either (i) remove such Equipment and re-install replacement Equipment *** or (ii) reimburse ComEd for its *** in connection with the removal and re-installation costs of replacement Equipment supplied by Contractor (provided that such removal and re-installation is done at the same time), up to *** provided that beginning on the *** thereafter, such *** amount shall be increased by the percentage rate of increase in the Consumers Price Index (all items) for Urban Wage Earners and Clerical Workers from the preceding calendar year for *** period. Notwithstanding the foregoing, where only the battery must be replaced, the removal and reinstallation costs per unit shall not ***.

4.2 Project Services.

Contractor warrants that Services for a Specific Project will be provided in accordance with the requirements set forth in the applicable Statement of Work and the Project Schedule. Contractor also warrants that the Services for a Specific Project will be performed in a *** in accordance with *** or *** selected by *** having the *** and ***. This warranty will be in effect for a period beginning on *** and continuing until *** following completion of the applicable Services. ComEd’s *** remedy for breach of the warranty in this Section 4.2, and Contractor’s *** for breach of the foregoing warranty will be for Contractor to correct or re-perform any nonconforming Services, *** provided, however, that the foregoing shall not limit *** if Contractor’s failure to meet its warranty obligations hereunder constitutes a *** including ***.

4.3 Software.

Contractor warrants that the Software licensed by Contractor will perform in conformance with the Specifications for a period of *** from the ***. This warranty *** during this warranty period and during *** calendar days following expiration of the warranty period. In the event of a breach of the foregoing warranty, ComEd’s *** is that Contractor will, *** repair or replace the Software to make the Software conform to the foregoing warranty, as repair or replacements is elected by Contractor; provided, however, that the foregoing shall not limit *** if Contractor’s failure to meet its warranty obligations constitutes a ***, including ***. Following the warranty period, Errors in the Software will be addressed under the applicable Statement of Work, as applicable.

4.4 Harmful Code.

Contractor will use *** and *** to scan the Software for and to remove any *** and agrees to *** ComEd of any *** subsequently discovered in the Software. The Software will not contain any *** or *** i.e., *** that would give Contractor the ability intentionally to *** the Software.

11

4.5Compliance.

Contractor has conducted and continues to conduct its business in accordance with all Laws and Governmental Orders applicable to Contractor or any of its properties or assets, and Contractor is not in violation of any such Law or Governmental Order, except for such failure to comply or violations that would not reasonably be expected to have an adverse effect on the System or Contractor’s ability to provide the Services pursuant to the terms hereof.

4.6 NIST Standards.

Contractor will comply with and perform its responsibilities under this Agreement pertaining to the reliability standards and sub-requirements and related rules of procedures, orders, or directives published by the National Institute of Standards and Technology (“NIST”) and the other standards specified in Exhibit M hereto (“Reliability Standards”). Contractor will use reasonable efforts to comply with any similar standards, sub-requirements and related rules of procedures, orders or directives which are in the future promulgated, revised, or interpreted by NIST or similar regulatory bodies in a time period mutually acceptable to the Parties and upon such agreement, the Parties will update Exhibit M through the agreed-upon change process], provided that if Contractor makes the Products conform to any such future standards, sub-requirements and related rules of procedures, orders or directives for any other ***, Contractor shall ***. Contractor will not be obligated to comply with such future standards *** (i.e., Contractor will not be obligated to ***, except through *** or through *** governing the terms and any additional pricing. Contractor may *** with such *** if it reasonably determines that complying would be impracticable). ***, Contractor will *** with the Reliability Standards in a format and manner *** to respond to a request by NERC or FERC to certify, demonstrate or otherwise provide evidence of compliance with the Reliability Standards.

4.7 System Warranty.

In addition to any other warranty contained in this Agreement, for as long as ComEd is under Software Support Services ***, Contractor warrants that the System will continue to operate in accordance with the System Specifications for the period beginning on the *** and ending on the *** anniversary of the ***; provided that Contractor shall not be responsible for any *** resulting from *** that does not comply with the Documentation, and prior to the *** of the first *** any failure to operate in accordance with the Specifications or deviation therefrom resulting from the ***, where but for such incomplete installation, the System failure or deviation would not have occurred. If (a) Contractor *** during a period of *** during any *** period *** in a *** period and for which in each of such *** Contractor is obligated to pay the *** for such service level pursuant to a Statement of Work, or (b) a *** (as defined in the applicable Statement of Work) continues for *** calendar days, such failure or incident will constitute a *** under this Section 4.7 and for which in addition to any other remedies available at law or in equity, ComEd may ***, pursuant to Section 18.1 of this Agreement. No information, while transferred through or stored on the System, will *** or *** greater than the deviation published in the System Specification, or if none is published, such deviation shall be ***. All calculations performed by the System components will be ***. Contractor will *** to verify compliance with this warranty and will *** after becoming aware of any errors or omissions concerning the System, and correct any errors or omissions ***. The above warranty does not cover Equipment in poor operating condition due to one or more of the following causes: (a) an *** not made or approved by ***; (b) ***; (c) any use, handling or installation by *** not in accordance with this Agreement; (d) ***; (e) any failure of the *** or *** (e.g., ***) utilized by *** in connection with the System other than as expressly authorized or reasonably intended for use with the System ***; or (f) *** provided *** or *** within the term of ***. To the extent the System is damaged by any of causes set forth in clauses (a) through (e) of the foregoing sentence, it will be repaired or replaced only upon *** of ***.

4.8 *** with Third Party Meters. Contractor represents, warrants and covenants that the Materials are, and shall ***.

4.9 Future *** For as long as ComEd is under Software Support Services (and subject to ComEd’s rights and obligations to install Upgrades), Contractor warrants that the Products, *** that are intended or required to interact with or otherwise work together as part of the System will be *** with the components of the System. This warranty does not apply to any incompatibility caused by: (i) any modifications made by *** without ***; (ii) the *** or the *** not operating in accordance with their respective Specifications (provided, however, that this exclusion shall not apply to the extent of incompatibility between the *** and such ** at ***); or (iii) *** to use *** provided by *** within the timeframe specified in the applicable Statement of Work.

4.10 Open Source. Contractor will identify ***, if any *** incorporated into the Work, and will *** into the System *** with *** that would *** from using the System, if used in accordance with its intended purpose as set forth in this Agreement. *** performed under this Agreement will result in *** that could be *** under any ***, or in *** or *** under this Agreement, or *** on *** with regard to other ***. *** shall cause *** to be *** in the *** or otherwise not subject to ***.

4.11 Financial Status. Contractor represents and warrants to ComEd that it is able to *** as they become due and has the *** to perform its obligations under this Agreement. Except for periods during which *** is *** in accordance with securities laws, ***, Contractor will provide ComEd with ***, ***, any filings made with any *** or *** over ComEd and any other *** requested by ***

12

in its *** to assess *** and its ability to *** its *** to under this Agreement. Except for periods during which *** is *** in accordance with securities laws, Contractor will *** provide to ComEd, ***, information regarding any *** in ***.

4.12 Equipment Sufficiency. Contractor represents and warrants to ComEd that the amount of Relays required by the Final Field Network Design for the *** will not *** stated in the applicable Statements of Work. *** Access Points and Relays required by such Final Field Network Designs *** will be provided by Contractor to ComEd ***, including *** in accordance with the applicable Statement of Work.

4.13 Litigation and Infringement. Contractor represents and warrants to ComEd that, except as set forth on ***, there are no ***, ***, ***, ***, ***, or to the best of its knowledge, ***, against Contractor, any Contractor Affiliate or any customer of Contractor, that the Materials and Services, including the use thereof and whether alone or in combination with any third party materials, *** of any ***, or which could be reasonably expected to have a *** on the System, ComEd’s ability to deploy or use the System or any Software or Equipment, or Contractor’s ability to provide the Services pursuant to the terms hereof. Contractor does not know of any basis for any such *** described in this Section.

4.14 Disclaimer of Implied Warranties.

EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE OR IN A STATEMENT OF WORK, CONTRACTOR MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE RELATING TO THE PRODUCTS OR SERVICES. EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, CONTRACTOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, CONTRACTOR AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR REPRESENT THAT THE SOFTWARE WILL BE FREE FROM BUGS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PRODUCTS. EXCEPT FOR THE WARRANTY OF NON-INFRINGEMENT CONTAINED IN SECTION 4.5, THESE DISCLAIMERS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

4.15 Third Party Materials.

Any third-party products sold or licensed to ComEd by Contractor under this Agreement will be sold pursuant to the terms and conditions contained in any separate end-user license agreements or purchase agreements provided by such third parties. Contractor shall have *** ComEd shall be *** Contractor acknowledges and agrees that ComEd may ***.

4.16 Integrated Meters. If ComEd purchases AMI-enabled meters from Contractor, then the meter, including the integrated Contractor Network Interface Card (“NIC”), will constitute Equipment under this Agreement, except where expressly noted otherwise. If ComEd purchases AMI-enabled meters from one or more meter manufacturers (which must be reasonably approved by Contractor), Contractor will sell its NICs to those third parties, for integration into their meters. In that event, the meter manufacturer(s), and not Contractor, will provide all warranties, liabilities and other terms of sale for the integrated meters, including the NIC; provided, however, Contractor will *** to such *** that are *** to allow such manufacturers to *** in all respects to its Documentation and freedom from *** for the period set forth in ***. If ComEd purchases *** from Contractor for integration into meters that ComEd purchases separately from one or more meter manufacturers, then the *** will constitute Equipment under this Agreement, but ComEd will *** with regard to the meters.

4.17 Inspection.

ComEd’s inspection, testing, acceptance, payment, or use of any Material or Services shall not affect the warranties and obligations of Contractor under this Agreement or the Contract Documents, and such warranties and obligations shall survive any such inspection, testing, acceptance, payment, or use.

4.18 Assignment of Warranties.

Contractor agrees that it will obtain and shall assign to ComEd the benefits of any warranties provided by Subcontractors of the Services, and material or equipment incorporated into the Material, and will *** Such assignment shall not ***.

ARTICLE 5

PAYMENT

5.1 Pricing for Material and Services.

In consideration for the delivery of acceptable Material and the performance of acceptable Services, unless otherwise stated in the Purchase Order, ComEd will pay to Contractor the prices provided in the applicable Statement of Work, which prices shall remain

13

fixed for the term of the Specific Project described therein.Pricing for other Specific Projects shall be specified in relevant Contract Documents.

5.2 Taxes.

Except for applicable state and local sales or use taxes, Contractor’s *** taxes, fees, excises, and charges which are now or hereafter imposed by Governmental Authority with respect to the prices set forth in the Pricing Schedule and/or any Purchase Order, and *** for any taxes or similar expenses which may arise or be incurred in connection with delivery of the Material or performance of the Services. The invoice shall separately list taxable and nontaxable charges where applicable. Unless ComEd provides Contractor an exemption certificate or notifies Contractor that ComEd is registered to pay such taxes directly to the applicable Department of Revenue, then (i) state and local sales and use tax, where applicable, shall be *** or (ii) if subsection (i) is not applicable, *** prior to Final Completion and shall ***. To the extent Contractor fails to *** pursuant to this Section 5.2, then Contractor shall be *** for the period in which *** and that are associated with *** and the payment of such tax if Section 5.2 is applicable. Contractor shall ***. ComEd shall ***. ComEd shall *** for any interest, penalties, or expenses *** as a result of any contest initiated or any direction given *** with respect to the payment of such taxes. Contractor will ***. At the request of ComEd, Contractor shall prepare, execute, and deliver to ComEd a Federal Form W-9 or the equivalent thereof. Contractor shall comply with the reporting requirements of state and federal taxing authorities, as applicable, and, upon the request of ComEd, will provide proof that Contractor has complied with such reporting requirements.

5.3 Submission of Invoices.

Contractor shall submit invoices to ComEd, at the location designated by ComEd on the Purchase Order, as follows: for Equipment and for Software, upon the Delivery Date; for Maintenance and Support Services, annually in advance; for implementation Services, monthly as rendered (except for network design and system implementation, which shall be invoiced in accordance with the applicable Statement of Work). Unless otherwise specified in the Purchase Order, the invoice shall be submitted via Email to “AP‑Invoices@exeloncorp.com”. Subject to Section 5.7, ComEd shall pay all undisputed invoices within *** calendar days after ***, provided that ComEd shall pay all undisputed invoices for customized or specially designed Materials (which Materials will be designated as customized in the Scope of Work) within *** calendar days of ***. If ComEd does not pay an invoice when due, Contractor may charge a late payment fee on the unpaid amounts equal to the lesser of: ***, ***.

5.4 Invoice Format and Copies.

Contractor shall submit one original invoice to ComEd’s Accounts Payable and, upon the request of ComEd’s Designated Representative, one duplicate of each invoice shall be sent to ComEd’s Designated Representative. Each invoice shall include Contractor’s name, address, Purchase Order number, release number (if applicable), Contractor catalogue identification number and corresponding unit price, date, and total amount due for the time period covered by the invoice. Contractor invoices will reflect any item reference number used in the Purchase Order. If the *** is being *** pursuant to a ***, each invoice shall also include a *** of the costs of Work covered by the invoice identifying the *** of each class of ***, number of ***, number of ***, ***, a copy of all ***, separately itemized charges for ***, ***, and for all *** and ***, ***, with all applicable *** and ***. No overtime hours shall be ***. Overtime hours shall be billed as ***. Each invoice shall also identify all *** during the time period, and shall be accompanied by ***. Invoices that ComEd deems ***, ***, may *** returned to Contractor for correction and re-submittal.

5.5 Reports.

5.5.1 If required by ComEd, and as agreed by the Parties and set forth in the Contract Documents, Contractor shall submit to ComEd reports dated up to the Business Day before submission thereof, in such form as shall be reasonably specified by ComEd, showing the progress made by Contractor toward the completion of the Work to the date of each report. If applicable, each report shall include an updated Project Schedule, a list of Contractor’s and its Subcontractors’ employees performing Work at the Site, and a discussion of Contractor’s planned activities for the next month. Contractor shall continuously monitor, report, forecast, and control the progress of the Work in accordance with the Project Schedule. Contractor shall provide increasing scheduling detail as the Work progresses. Contractor’s reporting shall be sufficiently detailed to present to ComEd an accurate status of the Work’s Project Schedule, variances from the Project Schedule and reasons therefor, and corrective action planned.

5.5.2 Any required reports and substantiation for Work performed pursuant to a cost­plus or time-and-material (or any variation thereof) Purchase Order, will be described in the Contract Documents.

5.6 Change Orders ***.

*** Change Order that has the effect of *** shall be binding upon *** unless ***.

14

5.7 Grounds for Not Paying Invoices.

ComEd may decline to pay an invoice, in whole or in part, if it disputes, in good faith, the amount set forth in the invoice provided that ComEd shall notify Contractor within *** Business Days of receipt of an invoice if it disputes such invoice. If ComEd disputes, ***, any fees or charges claimed by Contractor (the “Disputed Charge”), ComEd may withhold payment for the Disputed Charge, upon written notice to Contractor describing in reasonable detail the basis for such Disputed Charge provided that such notice is given on or before the date on which the invoice is otherwise payable. The Parties shall work together *** to resolve any such Disputed Charge. If the Parties mutually determine ComEd owes any Disputed Charge, ComEd shall pay such amount to Contractor within *** (***) Business Days of such determination. If the Parties are unable to resolve the Disputed Charge within *** (***) Business Days of ComEd’s notice of the same, the Parties shall be entitled to pursue remedies available hereunder. Contractor may not delay delivery of Software or withhold provision of any Services pending resolution of such dispute.

5.8 Final Payment.

Subject to the fulfillment of Contractor’s obligations under the Contract Documents, final payment of all moneys due but not previously paid to Contractor hereunder shall be made within thirty (30) calendar days after receipt by ComEd of Contractor’s final invoice (“Final Payment”), subject, however, to the condition precedent that Final Payment shall not be due until ComEd accepts the Work, or, if required by the Contract Documents, ComEd and Contractor execute a Certificate of Final Completion.

5.9 Payment Not Waiver of Contractor’s Breach.

No partial payment or Final Payment made by ComEd or the execution of a Certificate of Final Completion shall be construed as a waiver of any breach hereof by Contractor or as an acceptance of defective portions of the Work or of any of the Work which does not materially comply with all requirements of the Contract Documents.

5.10 ***.

ComEd may *** under this Agreement or a Purchase Order any and all present and future indebtedness of Contractor to ComEd arising from this Agreement or a Purchase Order, upon ***, which shall ***.

ARTICLE 6

TERM

6.1 Initial Term; Renewal.

The initial term of this Agreement shall be ten (10) years from the Effective Date (the “Initial Term”), unless otherwise terminated in accordance with this Agreement. Upon expiration of the Initial Term, ComEd shall have the option to renew this Agreement for successive periods of twelve (12) months each (each, a “Renewal Term”), up to a maximum of five (5) Renewal Terms, upon written notice to Contractor at least one hundred eighty (180) calendar days’ prior to the expiration of the Initial Term or any Renewal Term, as applicable. Contractor shall give ComEd written notice at least sixty (60) calendar days prior to the expiration of the Initial Term or any Renewal Term, as applicable, of any increases in fees payable hereunder, provided that any increase in fees for any Material or Services shall not exceed, on an annual basis, the lesser of (i) three percent (3%) or (ii) the percentage rate of increase in the Consumers Price Index (all items) for Urban Wage Earners and Clerical Workers from the preceding calendar year for each twelve (12) month period.

6.2 Non-Renewable Items.

Notwithstanding any renewal of this Agreement pursuant to Section 6.1, Contractor’s following obligations shall cease upon expiration of the Initial Term: (a) *** under Section ***; (b) providing the *** and *** under *** Statement of Work attached hereto as ***; and (c) providing *** under the AMI Full Deployment Statement of Work attached hereto as ***.

6.3 Effect of Expiration or Termination

The terms of this Agreement will survive expiration or termination of this Agreement until a Certificate of Final Completion or Final Payment is issued for all Purchase Orders issued pursuant to this Agreement. Even following issuance of a Certificate of Final Completion or Final Payment, certain terms of this Agreement shall survive in accordance with Section 27.6 Notwithstanding anything herein to the contrary, the expiration or termination of this Agreement shall not affect or excuse the performance of either Party pursuant to any then effective Purchase Order(s), except as otherwise provided in ARTICLE 17.

6.4 Transition Services

Upon receipt of notice of termination or expiration without renewal of this Agreement or a Purchase Order, and upon request by ComEd, Contractor shall provide services to transition the operation and maintenance of the System performed by Contractor to

15

ComEd or a third party and the services reasonably requested by ComEd to orderly transition ComEd off of the System (the “Transition Services”), including the services described in Exhibit H.ComEd will pay Contractor the then-applicable rates for such Transition Services; provided, however, that if ComEd terminates this Agreement or such Purchase Order for cause, Contractor will provide such Transition Services at no cost to ComEd for no more than *** (***) calendar days.

ARTICLE 7

CONTRACTOR’S DRAWINGS; SAMPLES

7.1 Drawings.

Any drawings or Submittals required by this Agreement to be submitted to ComEd for review shall be submitted by Contractor without unreasonable delay, and any Work affected thereby started prior to written acceptance by ComEd shall be at Contractor’s risk. All drawings or Submittals provided by Contractor may be used by ComEd in connection with the installation, startup, maintenance, operation, and repair of the Work and may be transferred to any transferee of the Work. Review by ComEd shall not relieve Contractor from fulfilling all of Contractor’s obligations under this Agreement or the Contract Documents, including obligations relating to design and detailing. If applicable and as far as practicable, each drawing or Submittal shall bear a cross-reference note referring to the sheet number or numbers of ComEd’s drawings showing the same Work.

7.2 Samples.

If ComEd has requested a sample or mock up of all or any portion of the Work, Contractor shall not commence the associated Work until ComEd has received such samples, or reviewed such mock up, and acknowledged in writing its acceptance of such samples or mock up. All Work is required to conform to such samples or mock up, and no change in the Work or its method of production shall be made without the written consent of ComEd.

ARTICLE 8

COMED’S PROPERTY AND INFORMATION

ComEd shall provide Contractor with all available ComEd information, as required, for the completion of the Project, which Contractor may rely upon in designing the ComEd’s network. ComEd will use reasonable efforts to minimize errors in information provided to Contractor. All tools, tooling, designs, patterns, dies, molds, drawings, and other materials supplied by ComEd or paid for by ComEd and identified in a Contract Document remain ComEd’s property, and Contractor agrees to maintain a log upon receipt of such ComEd­furnished property which will be used for final disposal or return of such property based on instructions furnished by ComEd. Contractor shall at its expense maintain all such property in its possession in good condition and repair and indemnify ComEd for all damage or loss to such property (other than ordinary wear and tear). Contractor agrees that use of any such ComEd property will not affect the warranties set forth in the Agreement or the Contract Documents. If the Services will be performed at a Site, ComEd shall allow Contractor and its Subcontractors to make reasonable use of ComEd’s facilities, at no cost to Contractor, including use of ComEd’s work space, telephone equipment, office services, computer equipment and the like if necessary for Contractor personnel to perform the Services.

ARTICLE 9

MATERIAL PROVISIONS

9.1 Advance Manufacture or Procurement.

In the event of termination of this Agreement or change in the Work, no claim will be allowed for manufacture or procurement in advance of the Project Schedule, except as was reasonably necessary to meet deliveries required by the Project Schedule.

9.2 Spare Parts.

Contractor shall furnish to ComEd *** (***) calendar days prior to the delivery of the first Material supplied under the Agreement or a Purchase Order a recommended list of spare parts for the Material and, upon the request of ComEd, shall update such list during the term of this Agreement. The list shall contain a detailed identification of each part by part number and the manufacturer or supplier of the part if not manufactured by Contractor. The list shall also contain an identification of alternative spare parts, which may be used for the Material in lieu of those manufactured or provided by Contractor. The use by ComEd of spare parts identified in Contractor’s list shall not void any warranties or guarantees provided that such use is in accordance with Contractor’s written specifications therefor.

16

9.3 Cessation of Production.

If production, manufacturing or availability of Material is to be permanently discontinued at any time within (one) 1 year after final delivery of the Material, Contractor shall give ComEd *** calendar days prior written notice of such discontinuance.

9.4 Notifications of Defects ***.

Contractor shall *** about any material Product defects *** (including Software Errors or security defects) or recalls of Products *** if such defects would reasonably be expected to adversely affect ComEd’s business.

ARTICLE 10

INSPECTION AND TESTING

10.1 Equipment.  

ComEd shall inspect the Equipment *** Business Days following receipt (“Inspection Period”)to ascertain correct quantities and identify visible damage or deviation from the Purchase Order or the Documentation or Specifications for such Equipment. Upon notice to Contractor within the Inspection Period, Contractor will replace all damaged or incorrect Equipment and deliver, at Contractor’s expense, replacement Equipment in order to meet the correct quantities. Such replacement deliveries will be completed within a reasonable time from the receipt by Contractor of ComEd’s notice. Failure by ComEd to provide such notice to Contractor within the Inspection Period shall constitute acceptance of the Equipment in the applicable shipment; provided that such acceptance shall not prejudice ComEd’s warranty rights under this Agreement.

10.2 System Deliverables.

Upon Contractor’s notification to ComEd that Contractor has completed delivery of deliverables identified in a Statement of Work, ComEd shall review or test such deliverables to determine whether such component or deliverable performs in accordance with the Specifications and to ComEd’s satisfaction, and meets the acceptance criteria set forth in the applicable Statement of Work, if any. ComEd will use commercially reasonable efforts to complete such review or testing within a reasonable period after delivery of deliverables from Contractor. Deliverables will be deemed accepted upon ComEd’s written acceptance thereof.

10.3 Cure. If either Party discovers that a component or deliverable does not perform according to the Specifications and this Agreement, it shall notify the other Party and provide a report describing the reasons such component or deliverable has been deemed unacceptable. Within *** calendar days of receipt of notice of non-acceptance from ComEd, Contractor shall ***, ***, ***, or shall *** such errors or defects *** amount of time that is consistent with the then applicable project timeline. Upon Contractor’s *** that Contractor has ***, ComEd shall re-test the System and Equipment for an additional test period of up to *** (***) days, at the end of which the process described in subsection above shall be repeated. In the event that the System or Equipment *** within *** days from the initiation of testing per the applicable Statement of Work, it shall be deemed a ***.

10.4 Final Acceptance.  If the components and deliverables perform in accordance with the Specifications and are free of failures and material security weaknesses discovered through penetration testing, ComEd shall *** of its *** of all components and deliverables provided to ComEd pursuant to such Statement of Work. Neither acceptance or any testing of a component or deliverable by ComEd shall constitute a waiver by ComEd of any right to assert claims based upon defects subsequently discovered in such component or deliverable.

10.5 No Waiver of Warranty. Acceptance by ComEd of any Work shall be without prejudice to ComEd’s warranty rights under this Agreement.

ARTICLE 11

PROJECT MANAGEMENT

11.1 Designated Representatives.

Each Party shall appoint a Designated Representative, who will represent it in the administration of this Agreement and any Scope of Work. ComEd shall have the right to change its Designated Representative in its sole discretion. If either Party needs to change its Designated Representative, that Party must notify the other, and give the name of the replacement. Each Party’s Designated Representative will have the power to bind the Party to written change requests.

17

11.2Meetings.

Contractor shall schedule and conduct meetings with ComEd at a mutually agreed location and/or via conference calls, for the purpose of reviewing the progress of the Work and adherence to the Project Schedule. The frequency of such meetings will be established by mutual agreement of ComEd and Contractor; provided, however, if ComEd reasonably believes that the Project Schedule is in jeopardy, then ComEd shall be entitled to require that meetings occur as frequently as weekly.

11.3 Project Issues and Disputes.

Any issues or disputes that arise during the course of the Project will be resolved following the process established in Article 26.

ARTICLE 12

CHANGES IN THE WORK AND MATERIALS

12.1 Changes.

Either Party (the “Requesting Party”) may propose a Change by submitting to the other Party (the “Responding Party”) a written request describing the proposed change to the Project, including changes in the Specifications, drawings, designs, and time and place of delivery. The change request will describe the proposed change and the reasons for the change in reasonable detail. The Responding Party will reasonably and in good faith consider and discuss the proposed change, and will reply within twenty (20) Business Days. The Requesting Party will respond *** by accepting or rejecting the Responding Party’s response or proposal; provided, however, Contractor shall accept Changes proposed by ComEd in accordance with Section 2.3.2. If these changes affect Contractor’s costs, performance schedules, warranties, and other provisions of this Agreement and/or the Purchase Order, the prices and other affected provisions shall be equitably adjusted by written agreement between Contractor and ComEd. Any adjustments shall be preceded by Contractor’s detailed proposal therefor.  ***. If the Parties are unable to agree to the proposed changes, then the Parties will continue to perform their obligations under the existing Project documents. To be effective a change to the Project must be documented in a Change Order form executed by Contractor’s Designated Representative and ComEd’s Designated Representative.

12.2 Claims.

If Contractor has any claim against ComEd, such as for extra work, changes, or delays, notice of each such claim shall be submitted in writing to ComEd. Any claim by Contractor shall be deemed waived unless made in writing *** after the occurrence of the event which precipitated the claim. Notwithstanding anything to the contrary, no claim shall be allowed if asserted *** after Final Payment pursuant to the Purchase Order.

12.3 Payment for Changes.

All requests for payments made pursuant to a Change Order shall be shown separately on Contractor’s invoices, and shall not be included with amounts applicable to the prices as originally specified in the Agreement or a Purchase Order. All invoices covering additions to or credits due under this Agreement or a Purchase Order shall refer to the specific Change Order issued by ComEd with respect to the addition or credit, and will not be honored unless this reference is included.

12.4 Equipment Changes.

Contractor may at any time add, replace, or change Equipment in its product line and may at any time change its specifications for any Equipment upon *** written notice to ComEd. Without limiting the foregoing, Contractor may implement engineering changes required to satisfy governmental standards, protect Equipment or system integrity, or for environmental, health or safety reasons.

12.5 Software and Documentation Changes.

Contractor may from time to time develop changes to the Software and/or the Documentation in the form of Releases. If Contractor is providing SaaS Services to ComEd, then such Releases will be installed in ComEd’s environment at no additional charge to ComEd. If Contractor is not providing SaaS Services to ComEd, then such Releases will be provided to ComEd in accordance with the then-current terms of Software Support Services purchased by ComEd.

12.6 ***.

ComEd shall be obligated to accept such changed versions of the Equipment and Software only if (i) they continue to meet the applicable Specifications and are *** with *** Equipment and Software, (ii) operate with such *** Equipment or Software as components of the System, without any *** in the *** of the Equipment or Software or the System, and (iii) pass *** in accordance with ***.

18

12.7 User Group.

Contractor will include ComEd in ***. On a quarterly basis, ComEd may meet with Contractor to discuss proposed plans for Product development and replacement. Contractor shall consider ComEd’s comments, but such discussions are for informational purposes only, may not be incorporated into any contract, and do not constitute a commitment, promise, or legal obligation to deliver any future functionality. The development, release, and timing of any features, functionality, enhancements, or other technology discussed remains at the sole discretion of Contractor.

ARTICLE 13

PROJECT MANAGEMENT, DELAY AND ACCELERATION

13.1 No Extension of Final Completion Date.

If Contractor is delayed *** during the execution and completion of any portion of the Work, then Contractor shall *** as are necessary to *** of the *** to meet the *** identified in the Purchase Order or Project Schedule. Subject to the provisions of ***, ComEd will *** and Contractor shall *** related to Contractor’s ***. Subject to the terms of the Contract Documents, Contractor acknowledges and agrees that no extension to the date of Final Completion identified in the Purchase Order or Project Schedule shall be granted unless agreed to in writing by ComEd and Contractor.

13.2 Compensable Delay Claim.

Except as otherwise provided in this Agreement, if Contractor’s need to accelerate its Work is caused by a Compensable Delay (as defined in Section 13.3), then Contractor shall *** resulting from the Compensable Delay as Contractor’s sole remedy for such a Compensable Delay. Contractor shall be entitled ***, and shall use reasonable efforts to mitigate the cost to ComEd of any such Compensable Delay.

13.3 Compensable Delay.

For purposes of this Agreement, and unless the Parties otherwise agree in writing, compensable delays (“Compensable Delay”) shall include only the following events to the extent that they impact the critical path of the Specific Project: (a) failure of ComEd or ComEd’s employees, consultants or others contracting with ComEd (other than Contractor’s subcontractors or suppliers) to perform a ComEd Responsibility, solely to the extent such failure represents an Excusable Delay; (b) ComEd’s suspension without cause; or (c) a material delay caused by the removal of Contractor personal or subcontractors at the direction of ComEd, other than for good cause; provided however, that in the event of (b) or (c) Contractors shall deliver any claims required pursuant to 13.2 together with an estimate of the costs to ComEd resulting therefrom, prior to the event giving rise to the Compensable Delay, and in no event later than *** Business Days following the beginning of the Compensable Delay.

13.4 ***.

If Contractor does not perform the Work in accordance with the Project Schedule for reasons or causes attributable to *** and not otherwise excused under this Agreement, then *** may, in its ***, direct *** to *** the Work by *** or providing *** to *** as is necessary to complete the Work by the Milestone Dates. The costs associated with the *** shall be at *** to the extent they are attributable to ***, except to the extent *** for a modification to *** pursuant to ***.

ARTICLE 14

LOSS OR DAMAGE; TITLE

14.1 Delivery Terms.

14.1.1 Contractor shall deliver the Software and Documentation specified in the applicable Purchase Order, either physically or by electronic delivery. ComEd, at its own expense, will be responsible for installing the Software, including any Releases thereof, unless Contractor has agreed to perform the installation under a Contract Document.

14.1.2 The sale of Equipment will include a non-exclusive, perpetual, royalty-free, license to use the Firmware in the Equipment. The delivery terms for Equipment arriving from international locations shall be “***,” unless otherwise specified in the Purchase Order. The delivery terms for Equipment originating domestically shall be “***”, unless otherwise specified in the Purchase Order. ***. ComEd will be designated as the beneficiary. If requested, Contractor will cooperate to allow ComEd to directly arrange shipment of products from Contractor facilities. The Equipment will be packaged and labeled in a manner appropriate for the shipment method, unless special packaging and/or labeling requirements are specified in the Contract Documents, in which case any additional costs attributable to such special packaging and labeling will be at ComEd’s cost and expense. Title to and risk of loss of the Equipment will pass to ComEd upon delivery to ComEd’s facility.

19

14.1.3 Unless ComEd assumes operational responsibility for the Software, Contractor will host and operate the Software in accordance with the applicable Statement of Work for the term and fees set forth in the Contract Documents. 

14.1.4 Contractor will provide Software Support Services for the fees set forth in the applicable Statement of Work. Upon expiration of this Agreement, Contractor shall not increase fees for its SaaS Services on an annual basis by more than the lesser of ***. If ComEd elects not to purchase support and maintenance for successive years, ComEd may re-enroll only upon payment of the annual maintenance fee for the coming year and for all maintenance fees that would have been paid had ComEd not discontinued Software Support Services, in lieu of any additional fees for Materials and Services in connection with any necessary updates or upgrades to bring ComEd current.

14.2 Risk of Loss.

Risk of loss or damage to Software shall remain with Contractor until delivered to ComEd. Risk of loss or damage to Equipment will remain with Contractor until delivered to ComEd. Risk of loss or damage to any property of ComEd in the custody of Contractor shall remain with Contractor until ComEd accepts the Work, or, if required by the Contract Documents, Contractor and ComEd execute a Certificate of Final Completion. If any loss of or damage to the Work occurs prior to the date of acceptance or, where required, the date Contractor and ComEd execute a Certificate of Final Completion, Contractor shall at its sole expense promptly repair or replace the portion of the Work affected. Contractor shall be entitled to receive from ComEd the compensation received by ComEd or the proceeds of any applicable insurance policy covering the loss or damage. Subject to this provision and unless otherwise provided in this Agreement, ComEd’s insurance policies will not ***.

14.3 Routing of Shipments; Shipping.

14.3.1 ComEd may route all shipments of Material or any components or part thereof. If freight is included in the price of the Material and ComEd’s routing increases Contractor’s transportation costs, Contractor shall immediately notify ComEd. If ComEd still specifies the more expensive route, ComEd shall reimburse Contractor for the amount of the difference between the less expensive and more expensive transportation costs.

14.3.2 Contractor shall wrap, pack, crate, load, enclose, and brace the Material on the carrier in a good, workmanlike manner and in accordance with applicable standard trade practice.

14.3.3 Contractor will provide technical and administrative personnel, if required by ComEd, to meet with ComEd’s personnel no later than ten (10) Business Days prior to initial shipment of Material. This meeting shall determine itemization of Material, shipping papers, bills of lading, and all procedures required to provide a “Master Listing” of all shipped Material.

14.3.4 Contractor shall not make or effect delivery of any of the Material in advance of the dates specified in the Purchase Order or Project Schedule without the prior written consent of ComEd.

14.4 Warranty of Title.

Title to any Equipment furnished by Contractor under this Agreement shall pass to ComEd upon delivery to ComEd. When title to the Equipment passes to ComEd in accordance with the Agreement or the Contract Documents, Contractor warrants that the Material will be free and clear of all security interests, liens and encumbrances, or claims of any person.

ARTICLE 15

INSURANCE

15.1 Required Coverages.

Contractor shall provide and maintain, and use reasonable efforts to require each Subcontractor (regardless of tier) to provide and maintain, in effect during the performance of any Work under the Agreement minimum insurance coverage with carriers satisfactory to ComEd including:

15.1.1 Workers Compensation insurance with statutory limits, as required by the state in which the Work is to be performed, and employer’s liability insurance with limits of *** ($***) per occurrence.

15.1.2 *** (with coverage consistent with ***) with a limit of not less than *** per occurrence and per project or per location aggregate, covering liability for *** and ***, arising from ***, ***, ***, ***, ***, and *** for not less than *** from the date ComEd and Contractor execute a ***, if applicable, or the date ***. CGL insurance includes coverage for *** for injuries to ***, unless caused by ***.

15.1.3 Automobile liability insurance coverage (including coverage for claims against ComEd for injuries to employees of Contractor or any Subcontractors, unless caused by ComEd or its employees, agents or contractors) for owned, non-owned, and hired autos with a limit of not less than *** ($***) ***.

20

15.1.4 Excessor Umbrella liabilityinsurancecoverage(includingcoverage for claims againstComEd for injuriesto employeesof Contractoror any Subcontractors) with a limit of not less than ***($***)***.These limits apply in *** of each of the ***, but shall not apply to claims arising from the *** or its ***. 

15.1.5 The liability limits under Sections 15.1.1, 15.1.2, 15.1.3 and 15.1.4 may be met with any combination of primary and Excess or Umbrella Insurance policy limits totaling $*** ($***).

15.1.6 If this Agreement involves or includes Contractor providing or performing design, engineering, consulting, or any professional service, professional liability insurance with a combined single limit of *** ($***) ***.

15.1.7 Insurance coverage provided by Contractor under this Article 15 shall not include any of the following: any *** or *** greater than *** unless approved in writing by ***; any *** available to *** which is otherwise required by this Article 15; and any *** that (a) *** or the *** of its ***, ***, (b) limits the duty to *** under the policy, (c) provides coverage to *** only if ***, (d) permits the recovery of *** from any ***, or (c) limits the ***. If any policy is written on a ***, the retroactive date may not be *** the date of this Agreement and coverage shall be maintained in full force and effect for *** after termination of this Agreement, which coverage my be in the form of ***.

15.1.8 To the extent permitted by applicable Laws, all above-mentioned insurance policies shall provide the following:

15.1.9 Be primary and non-contributory to any other insurance carried by ComEd;

15.1.10 Contain cross-liability coverage as provided under standard ISO Forms’ separation of insureds clause; and

15.1.11 Provide for a waiver of all rights of subrogation which Contractor’s insurance carrier might exercise against ComEd; and

15.1.12 Any Excess or Umbrella liability coverage will not require contribution before it will apply.

15.2 Additional Coverages.

ComEd reserves the right to require Contractor (at ComEd’s expense) to provide and maintain additional coverage in the event that the particular Work involves unusual risks.

15.3 Additional Insured Endorsement.

All liability insurance policies shall name ComEd, its officers, directors, employees, agents, representatives, Affiliates, subsidiaries, successors, and assigns, as additional insureds, shall be primary to any other insurance carried by ComEd, and shall provide coverage consistent with ***, and shall maintain the required coverages ***, naming ComEd as an additional insured, for a period of not less than *** from the date ComEd and Contractor execute a Certificate of Final Completion, if applicable, or the date ComEd accepts the Work, whichever occurs first.

15.4 Evidence of Insurance.

Contractor shall provide evidence of the required insurance coverage and file with ComEd a Certificate of Insurance acceptable to ComEd prior to commencement of the Work. The Insurance and the insurance policies required by this Article 15 shall contain a provision that coverages afforded under the policies will not be canceled or be allowed to expire or the limits in any manner reduced without *** the case of nonpayment of premium) to ComEd. ComEd may inspect any or all policies of insurance at any time.

15.5 Waiver of Subrogation.

Contractor shall waive all rights of subrogation against ComEd under those policies procured in accordance with this Agreement (except with respect to policies for professional liability).

15.6 Ratings.

All insurance coverage shall be provided by insurance companies *** and having ratings of A-/VII or better in the Best’s Key Rating Insurance Guide (latest edition in effect at the latest date stated in the Certificate of Insurance referred to in Section 15.4).

15.7 Breach of Agreement.

Failure to obtain and maintain the required insurance shall constitute a breach of this Agreement and Contractor will be liable for any and all costs, liabilities, damages, and penalties (including attorneys’ fees, court, and settlement expenses) resulting to ComEd from such breach, unless a written waiver of the specific insurance requirement is provided to Contractor by ComEd.

21

15.8 Non-Waiver.

Failure of Contractor to provide insurance as herein required or failure of ComEd to require evidence of insurance or to notify Contractor of any breach by Contractor of the requirements of this Article 15 shall not be deemed to be a waiver by ComEd of any of the terms and conditions of this Agreement, nor shall they be deemed to be a waiver of the obligation of Contractor to defend, indemnify, and hold harmless ComEd Parties as required herein. The obligation to procure and maintain any insurance required is a separate responsibility of Contractor and independent of the duty to furnish a copy or certificate of such insurance policies.

15.9 ComEd’s Right to Purchase.

In the event of any failure by Contractor to comply with the insurance requirements of this Agreement, ComEd may, without in any way compromising or waiving any right or remedy at law or in equity, upon five (5) Business Days written notice to Contractor, purchase such insurance, at Contractor’s expense, provided that ComEd shall have no obligation to do so and if ComEd shall do so, Contractor shall not be relieved of or excused from the obligation to obtain and maintain such insurance amounts and coverages. ***.

15.10 Contractor’s Commencement of Work Without Insurance.

Commencement of Work without the required Certificates of Insurance, or without compliance with any other provision of this Agreement, shall not constitute a waiver by ComEd of any rights under this Agreement.

15.11 Contractor Obligations Not Limited.

None of the requirements contained herein as to types, limits, or ComEd’s approval of insurance coverage to be maintained by Contractor are intended to and shall not in any manner limit, qualify, or quantify the liabilities and obligations assumed by Contractor under this Agreement, any other agreement with ComEd, or otherwise provided by law.

ARTICLE 16

INDEMNIFICATION AND LIMITATION OF LIABILITY

16.1 Infringement Indemnification.

Contractor shall, at its own expense, indemnify, defend and hold harmless ComEd, its Affiliates, and each of their respective agents, employees, officers, directors, subcontractors, and their successors and assigns (“ComEd Parties”) against all claims, demands, suits, actions, proceedings, investigations, damages, settlements, costs and expenses (including all reasonable costs or expenses of all proceedings, and including attorneys’, experts’ and witness fees), as they are incurred, arising from or relating to the actual or alleged infringement, misappropriation, claim of unfair competition or violation of any third party right, including without limitation Intellectual Property Rights (an “IP Claim”) asserted against the ComEd Parties related to the System, Software, Equipment or Material, their delivery to or use by ComEd, or any of the Services hereunder, whether such infringement is based upon the Services, System, Software, Equipment or Material alone, or incorporated as a component of a third party product, including meters. This indemnification covers without limitation any claims arising or relating to the matters listed on Exhibit F or any matters that should have been listed but for Contractor’s breach of Section 4.13. The indemnification obligations contained in this Article shall survive the expiration or termination of this Agreement.

16.2 Remedies.

If Contractor receives notice of an alleged infringement by the Materials or Services, or if Contractor reasonably believes that such a claim is likely, Contractor shall promptly notify ComEd in writing and may stop delivery of all such Materials or Services without liability for failure to deliver under this Agreement for up to *** calendar days, while the Parties analyze the potential infringement and discuss whether delivery should resume. In such case or if any part of the *** to constitute *** and its use is enjoined, Contractor shall, ***, Contractor shall ***, *** either (1) secure for ComEd the right *** to continue the use of such part of the *** or such other permission as will enable Contractor to ***, or (2) replace at Contractor’s *** such part of the *** with an adequate *** or *** it so that it becomes ***, but only if the *** does not adversely affect the *** of the ***. If neither of the foregoing options is available to Contractor on ***, then Contractor may *** use of the affected ***, in which case Contractor will *** for the *** so affected; provided, however that *** use of the System, in whole or in part, without the affected *** is materially impaired or limited, ComEd shall have the right to *** this Agreement and receive an *** of the *** for such whole or partially impaired or limited *** and those other *** that are dependent on such ***. Contractor shall have *** to ComEd pursuant to this Article 16 for *** to the extent that such ***, ***, except as set forth in Section 16.1, (b) modifications to the Material or Services *** in connection with the use of the Material or Services in accordance with the terms hereof ***.

16.3 Exclusive Remedy.

THE RIGHTS AND REMEDIES SET FORTH IN SECTIONS 16.1 AND 16.2 CONSTITUTE THE PARTIES’ ENTIRE OBLIGATIONS TO ONE ANOTHER FOR IP CLAIMS AND THEIR EXCLUSIVE REMEDIES FOR THIRD PARTY CLAIMS

22

THAT THE MATERIALS AND SERVICES, AS APPLICABLE, INFRINGE OR MISAPPROPRIATE A THIRD PARTY’S INTELLECTUALPROPERTY RIGHTS.

16.4 Personal Injury and Property Damage.

Each Party shall indemnify, defend, and hold harmless the other Party from and against any claim, demand, suit, action or proceeding that is asserted against the other Party by a third party as a result of ***, to the extent that such *** is caused by the *** of the indemnifying Party.

16.5 Indemnification against Breach, Negligence or Misconduct; Claims by Subcontractors.

Contractor shall indemnify, defend and hold harmless ComEd from and against any claim, demand, suit, action or proceeding that is asserted against ComEd by a third party as a result of (i) ***. ComEd shall indemnify, defend and hold harmless Contractor from and against any claim, demand, suit, action or proceeding that is asserted against Contractor by a third party as a result of ComEd’s ***.

16.6 Procedures for Indemnification under this Agreement.

16.6.1 *** after a Party with a right to indemnity hereunder (the “Indemnitee”) receives notice of any claim for which it will seek indemnification pursuant to this Agreement, the Indemnitee will ***. No failure to so *** the Indemnitor will abrogate or diminish the Indemnitor’s obligations if the Indemnitor has or receives knowledge of the claim by other means or if the failure *** does not materially prejudice its ability to defend the claim.

16.6.2 Within *** (***) Business Days after receiving an Indemnitee’s ***, and if possible no later than *** (***) Business Days before the date on which any formal response to the claim is due, the Indemnitor will *** as to whether the Indemnitor acknowledges its indemnification obligation and elects to assume control of the defense of the claim (a “***”). If the Indemnitor timely ***, the Indemnitor will be entitled to have sole control over the defense of the claim. Nothing in this Section will preclude the Indemnitee from participating in its defense and retaining its own counsel at its own expense.

16.6.3 If the Indemnitor does not deliver a timely *** for a claim, the Indemnitee may defend the claim in such manner as it may deem appropriate, at ***.

16.6.4 The Indemnitee will provide reasonable assistance to the Indemnitor, at the Indemnitor’s cost and expense, including reasonable assistance from the Indemnitee’s employees, agents, and Affiliates, as applicable.

16.6.5 The Indemnitor may not consent to the entry of any judgment or enter into any settlement without the prior written consent of the Indemnitee unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person, (ii) there is no adverse effect on any other claim that may be made against the Indemnitee, (iii) there is no injunctive or other non-monetary relief against the Indemnitee; and, (iv) the compromise or settlement includes the claimant’s or the plaintiff’s release of the Indemnitee, in form and substance reasonably satisfactory to the Indemnitee, from all liability in respect of the third party claim.

16.7 Disclaimer of Certain Damages.

Except for a Party’s ***, a Party’s breach of *** (***), and *** obligations, neither Party will be *** for any ***, ***, ***, *** arising out of this Agreement, whether *** (including, but not limited to, *** data, goodwill, profits, investments, use of money or use of facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets) even if such Party has been advised of the possibility of such ***.

16.8 Dollar Limit on Most Liabilities.

Except for a Party’s ***, ***, a Party’s breaches of ***, a Party’s obligations of *** and *** or *** applicable thereto, under no circumstances shall either Party’s liability to the other Party or to any third party arising out of or related to this Agreement, the products or services, exceed the greater of *** under this Agreement, regardless of whether any *** is based on such contract, warranty, negligence, strict liability or other tort or otherwise.

16.9 Contractor Liability.

Should Contractor Personnel sue ComEd for any injury allegedly received while performing Work under this Agreement and/or any Purchase Order, Contractor agrees to *** filed by *** any limitation or cap imposed by ***, *** on the *** that ComEd can *** against *** in a *** by ComEd against ***.

23

16.10***.***.

ARTICLE 17

TERMINATION AND SUSPENSION

17.1 Termination With Cause.

If either Party breaches any material provision of this Agreement or a Purchase Order (including the failure by Contractor to adhere to the performance standards set forth in this Agreement or the Purchase Order), the other Party may give notice of such breach to the defaulting Party in writing. If the breach is not cured within *** of receipt of such notice by the defaulting Party, the defaulting Party shall be in default hereunder and the non-defaulting Party may elect to terminate the Agreement or the Purchase Order by written notice to the defaulting Party, or to continue the Agreement or the Purchase Order subject to receiving adequate assurances of performance from the defaulting Party; provided that in the event of a default for failure to pay monies due such termination right shall expire *** after payment of the amounts giving rise to the default. In the event that ComEd terminates the Agreement, all outstanding Purchase Orders shall also terminate unless expressly excepted from termination in the notice of termination. In the event either Party terminates this Agreement or a Purchase Order pursuant to this Section 17.1, ComEd shall not be required to make any payments to Contractor with respect to Material that has not been delivered or Services that have not been performed as of the date of termination.

17.2 Termination Without Cause.

ComEd may at any time on *** calendar days’ notice to Contractor terminate this Agreement or may terminate a Purchase Order within *** calendar days after Contractor’s written Purchase Order Acknowledgement for ComEd’s convenience (“Termination for Convenience”).

17.3 Suspension for Force Majeure.

Neither Party will be considered in default in the performance of its obligations under this Agreement if prevented or delayed from such performance by any cause which is beyond the reasonable control and without the fault or negligence of that Party, including, but not limited to, insurrections, riots, wars and warlike operations, explosions, governmental or military acts, epidemics, strikes, fires, floods, earthquakes, severe weather, import quotas, accidents, tampering, act of any public enemy, embargoes, blockades, or inability to obtain required materials, qualified labor, or transportation (“Force Majeure”). Any Party temporarily excused from its performance under this Agreement by any such circumstances shall resume performance when such event of Force Majeure is avoided, removed, or cured. Any Party claiming an event of Force Majeure as an excuse for delay in performance shall give prompt notice in writing thereof to the other Party and shall make commercially reasonable efforts to overcome the effect of the circumstance as quickly as possible.

17.4 Termination for Failure to ***.

ComEd has the right to terminate this Agreement upon written notice to Contractor if it fails to *** by required units of ***, including approval of the *** of a *** that expressly incorporates use of Silver Spring products and services on the terms stated in this Agreement.

17.5 Termination Charges.

17.5.1 If ComEd terminates this Agreement or Purchase Order for cause pursuant to Section 17.1, Contractor shall not be entitled to receive any further payments under this Agreement or a Purchase Order until all Work contemplated by this Agreement or Purchase Order, as applicable, has been fully performed as follows by ComEd or by some other person on behalf of ComEd. ComEd shall have the right to prosecute the physical completion of the Work by means other than the use of Contractor, and in doing so ComEd shall have the right to exercise its reasonable discretion as to the manner, method, and reasonableness of the costs of completing the Work. Contractor shall pay ComEd only those amounts mutually agreed in writing, with such agreement not to be unreasonably withheld, conditioned or delayed prior to commencement of such Work by third party contractors, and such payment shall discharge Contractor of any further liability therefrom.

17.5.2 If ComEd terminates the performance of the Work or this Agreement in accordance with Section 17.2 or Section 17.4, or if Contractor terminates the performance of the Work or this Agreement pursuant to Section 17.1, ComEd will promptly pay Contractor in full for all Materials and Services delivered and accepted prior to the date of termination, all reasonable and unavoidable disbursements and expenses that Contractor has incurred or become obligated for prior to the date of termination for Materials and Services (including a payment on a percentage-of-completion basis for Services not accepted as of the date of termination), all Equipment specified in Purchase Orders dated less than *** calendar days prior to the date of notice of termination, reimbursement to Contractor of the total non-cancelable and non-recoverable costs incurred by Contractor up to the effective date of termination,

24

plus a *** mark-up on such costs (unless such termination is under Section 17.4).Upon such payment, ComEd shall be entitled to all Material specially accumulated for the Work terminated, shipped at its expense to a place designated by ComEd.In no event shall the aggregate termination charges plus payment forthe Work exceed the price of the Work set forth in this Agreement or the relevant Purchase Order.Payments by ComEd hereunder will be credited against prior amounts deposited or paid by ComEd under this Agreement or the Purchase Order.If the sum of all previous deposits and payments under this Agreement with respect to the Workterminated exceeds all amounts owedto Contractor hereunder,the excess shall be immediately refunded to ComEd.Contractor agrees to take reasonable steps to minimize termination expenses. 

17.6 Disputed Termination.

If ComEd terminates this Agreement or a Purchase Order pursuant to this Article 17, and Contractor disputes ComEd’s right or grounds for such termination, the issue shall be resolved in accordance with the Dispute Resolution Procedure in Article 26. If it is ultimately found, or agreed to by the Parties, that ComEd had no right or grounds for such termination, then the termination by ComEd shall be conclusively presumed in law to have been a Termination for Convenience, and the damages for which ComEd may be liable shall be no more than those specified in Section 17.4.2.

17.7 Contractor’s Duties Upon Termination.

If ComEd terminates this Agreement or a Purchase Order, as provided in this Article 17, Contractor shall immediately discontinue the Work, and ComEd shall be entitled to take possession of all or any part of the Material not owned by Contractor or delivered to ComEd; provided, that ComEd shall only be entitled to take possession of the Material then owned by Contractor upon full payment therefor and any other amounts owed under Section 17.4.2 if ComEd terminated for convenience. If requested by ComEd, Contractor shall make every reasonable effort to cancel any existing orders, Subcontracts and contracts specified by ComEd upon commercially reasonable terms satisfactory to ComEd. Contractor, upon request, shall also deliver and assign to ComEd where reasonably possible, and ComEd may at its discretion assume, any and all contracts, Subcontracts, purchase orders, and options made by Contractor in performance of the Work. Contractor shall deliver to ComEd true and correct originals thereof and all copies of the Contract Documents in Contractor’s possession except that Contractor may retain copies of all relevant documents for its own files, and all other materials relating to governmental permits, orders placed, bills, invoices, lien waivers, and financial management under this Agreement. Notwithstanding any termination, Contractor shall take such steps as are reasonably necessary to preserve and protect Work completed and in progress and to protect Material wherever it may be. No action taken by ComEd after termination shall prejudice any other rights or remedies of the Parties provided by law, by the Contract Documents, or otherwise upon such termination. Should ComEd’s termination of Contractor be partial, Contractor shall proceed to complete the portions of the Work, including Work pursuant to other Purchase Orders not terminated.

17.8 Completion of Fabrication.

If ComEd delays or suspends Contractor’s performance under Sections 17.3 or 17.10 and Contractor determines that any of the Work is in such state of manufacture or fabrication that interruption of that Work would result in substantially increased manufacturing costs, Contractor may, at ComEd’s cost, complete, ship and submit invoices to ComEd for that portion of the Work after notice to ComEd, unless ComEd directs Contractor to interrupt its Work.

17.9 Resumption of Work.

If ComEd extends, delays, or suspends Contractor’s performance under Sections 17.3 or 17.10, Contractor shall thereafter resume any Work extended, suspended, or delayed as soon as is practicable when directed to do so by ComEd. Any dates for performance by Contractor which are affected by an extension, delay, or suspension of ComEd shall be extended for a period not to exceed the time lost by reason of the extension, suspension, or delay, and any additional period of time necessary to reengage such suspended, extended or delayed Work. The payment schedules contained in this Agreement or Purchase Order shall be adjusted to reflect the effect of the extension, suspension, or delay on Contractor’s rate of expenditures for performance hereunder, and performance schedules for ComEd’s other obligations under this Agreement which are affected shall be extended for a period not to exceed the time lost by reason of the extension, suspension, or delay. Contractor shall also be entitled to an increase in the price for the Work affected by an extension, delay, or suspension directed by ComEd to cover Contractor’s incremental direct costs by reason of the extension, suspension, or delay and for which Contractor is not compensated by any price adjustment provisions under this Agreement. Contractor shall take all reasonable steps to minimize these costs.

17.10 Temporary Deferment of Services.

Contractor shall (at a cost, if any, to be mutually agreed upon by the Parties in writing), temporarily defer the execution of any portion of the Work when such action may be necessary in the opinion of ComEd for the proper advancement of the work of other contractors or for the installation of machinery, equipment, or other work by ComEd, when the deferment may be accomplished

25

without unreasonable interference with Contractor’s schedule or arrangements, or when the Work interferes or threatens to interfere with the operation of ComEd’s facilities.

17.11 Subcontractors.

Contractor agrees to bind every Subcontractor to whom it subcontracts any of the Work by the provisions of this Article 17 as far as applicable to the Work of the Subcontractor.

ARTICLE 18

WAIVER OF LIEN

In all jurisdictions, Contractor agrees to keep ComEd’s property free and clear of, and shall promptly release or cause the release of, all liens, lien claims, recorded notices, claims for nonpayment, or lis pendens filed of record by any Subcontractor. Contractor agrees to indemnify and hold ComEd Parties harmless from all liens and lien claims made, recorded, asserted, or filed on the Work or on any property on which it is being performed, on account of any labor performed or Material furnished by Contractor, Subcontractors (regardless of tier) and other person s in connection with the Work. Contractor’s obligation hereunder includes paying for any attorneys’ fees, court, and other costs incurred by ComEd in connection with any such lien claims and liens.

ARTICLE 19

LABOR RELATIONS

19.1 Notice of Potential Labor Disruption.

Contractor shall immediately notify ComEd, in wntmg, of any labor dispute or anticipated labor dispute involving Contractor’s employees or subcontractors that may reasonably be expected to affect or delay the performance of the Work. Written notice shall include, at a minimum, identification of the organizations involved in the dispute together with any relevant information regarding the dispute and its background.

19.2 Jurisdictional Disputes.

If any union jurisdictional disputes arise involving Work performed by Contractor’s employees or subcontractors, Contractor shall be held solely responsible for pursuing all available remedies under applicable state and federal law, or under any existing labor agreements, to remedy the dispute and to ensure limited disruption in the performance of the Work or the work being performed by other ComEd contractors.

19.3 Indemnification.

Contractor shall indemnify, hold harmless and, at the ComEd Parties’ request, defend ComEd Parties from all claims, liability, damages, and expenses (including reasonable attorneys’ fees) arising out of (a) a labor dispute, or (b) claims under a collective bargaining agreement or project labor agreement for Work performed by Contractor’s employees or subcontractors.

19.4 Contractor’s Rights.

Subject to ComEd’s right to approve Subcontractors, nothing in this Agreement shall limit Contractor’s right to negotiate or execute labor agreements on terms and conditions within Contractor’s sole discretion consistent with Contractor’s responsibilities and obligations under this Agreement or any Purchase Orders.

ARTICLE 20

CONTRACTOR’S PERSONNEL

20.1 Competent Workers.

Contractor shall employ and cause each Subcontractor to employ competent, appropriately trained, and experienced employees for the Services to be performed. Contractor shall have full responsibility for the conduct of all employees employed on or in connection with the Services (including employees of any Subcontractor) and will ensure that there is adequate, daily supervision of all Services. Contractor shall be familiar with and observe established and accepted labor practices, procedures, and project agreements.

26

20.2 Qualification.

Contractor Personnel shall maintain all professional qualifications, licenses, permits, certifications and skills and appropriately complete all training required by applicable Laws or advisable to petforrn the Services.

20.3 Use of Contractor Personnel.

20.3.1 Contractor retains its rights to (a) hire, discharge, promote, and transfer employees, (b) determine the number and category of employees necessary to perform a task, job, or project, and (c) establish, maintain, and enforce rules and regulations conducive to efficient and productive operations. All personnel assigned by Contractor to the Project are subject to removal at ***. Contractor will have up to *** calendar days to replace the removed individual. ***. Contractor shall appoint key personnel for performance of critical tasks (“Key Personnel”).  Contractor’s Key Personnel shall be reasonably acceptable to ComEd and identified in the project plan for each Specific Project. Notwithstanding the foregoing provisions of this Section 20.3.1, Contractor shall not remove or reassign any Key Personnel without ComEd’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned.

20.3.2 Contractor shall comply with ComEd’s Use of Contractor Policy, HR AC 70, as it may be amended upon written notice from time to time. A current copy of such policy is attached hereto as Exhibit L.

20.3.3 Contractor, in furnishing the Work, is acting as an independent contractor, and Contractor has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all Work to be provided by Contractor under this Agreement. All Contractor Personnel who perform any portion of the Work hereunder for Contractor shall be, and remain, employees of Contractor, and Contractor will be solely responsible for payment of compensation to such persons as well as all applicable federal, state and local income and employment tax withholding and reporting for all such Contractor Personnel. Neither ComEd, nor its Affiliates and successors (the “ComEd Entities”) are, or shall be construed to be, an employer (common law or otherwise), co-employer or joint employer of any Contractor Personnel. Neither Contractor (or its Subcontractors) or any Contractor Personnel is an agent of the ComEd Entities, and no such party or person has any authority to represent the ComEd Entities as to any matters, except as expressly authorized in this Agreement. Contractor will assume full responsibility for payment of all federal, state, provincial and local taxes, withholding or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to all Contractor Personnel. Should any of ComEd Entities be required to pay any amount to a governmental agency for failure by Contractor (or its Subcontractors) to withhold any amount as may be required by Law, Contractor shall indemnify each of the ComEd Entities for any amount so paid, including interest, penalties and fines.

20.3.4 Neither Contractor nor its Subcontractors will: (1) assign either (a) any Contractor Personnel to perform Staff Augmentation Work for the ComEd Entities, or (b) any ComEd Retiree to perform any Work for the ComEd Entities, for a total period of time (including time under this Agreement or any other agreement or through Contractor, its Subcontractors or any other third party employer and without regard to hours worked), in excess of 1 year, unless ComEd grants a written exception for such Contractor Personnel to the time limit; or (2) report income for any of its Contractor Personnel performing Staff Augmentation work to the ComEd Entities, to the IRS on Form 1099; or (3) allow any Contractor Personnel to commence Work for the ComEd Entities until an executed Third Party Personnel Acknowledgement (as defined below) has been received by Contractor.

20.3.5 Prior to commencement of Work by any Contractor Personnel, Contractor (or its Subcontractor), shall obtain from such Contractor Personnel, either directly or through its Subcontractors, a written acknowledgement from all proposed such Contractor Personnel, or its Subcontractor, substantially in the form of Exhibit E attached hereto (the “Third Party Personnel Acknowledgement” or “TPPA”). Contractor shall maintain the original of each TPPA for Contractor Personnel for a period of *** years following the termination of Contractor Personnel.

20.3.6 Based upon such executed Third Party Personnel Acknowledgements and prior to commencement of any Work by any such proposed new Contractor Personnel, Contractor shall provide to ComEd’s Designated Representative a written notice that identifies the names (and if possible the former ComEd Employee identification number) of Contractor Personnel assigned to provide Work to ComEd who identify themselves as a former employee of one of the ComEd Entities or a Retiree of one of the ComEd Entities (a “Notice of Former Employees/Retirees”). Notwithstanding any other provision of this Agreement, ComEd reserves the right, to request additional information about any Contractor Personnel, to reject any proposed Contractor Personnel, and to request the removal (with or without replacement) of any or all Contractor Personnel from performing for ComEd hereunder at any time at its reasonable discretion and solely in compliance with ali applicable laws. ComEd shall provide written justification for any such removal or rejection. In the event ComEd rejects any proposed Contractor Personnel or requests the removal of any Contractor Personnel, Contractor shall promptly remove such Contractor Personnel from providing Work to ComEd and provide a suitable replacement that meets all requirements of the Contract Documents. In the

27

event ComEd requires the removal of any Contractor Personnel, Contractor shall also ensure a prompt and smooth transition of all knowledge, information and data from such Contractor Personnel to his or her replacement. 

20.3.7 In addition to any other audit rights under the Agreement, and only in compliance with all applicable privacy, confidentiality and employment Laws and applicable policies, Contractor agrees that ComEd, or any of its authorized representatives acting on ComEd’s behalf, may upon reasonable request, and at a location mutually acceptable to the Parties, review Contractor’s files and records regarding the utilization of Contractor Personnel hereunder, including all TPPAs. This section shall survive termination of this Agreement, and any Purchase Order issued for a specific project hereunder, for a period of *** after completion of the Project.

20.4 Background Examinations.

20.4.1 Provided that proper consents have been provided by the individuals subject to the investigation, Contractor will conduct background investigations in accordance with Contractor’s Policy on Background Checks, attached hereto as Exhibit I and applicable Laws for all of its personnel who will (a) have periodic or extended access to any ComEd or its affiliates’ assets, including buildings, properties and/or ComEd Data, and/or (b) have contact with any ComEd or its affiliates’ customers. Such investigations must be completed prior to the first day upon which Contractor and its personnel are to provide the Services. The purpose of the background investigation is to ensure application of an appropriate level of security to Contractor Personnel who may affect the reliability, safety and integrity of ComEd’s business and assets. At a minimum, the background investigation must include the following: names, dates of birth, home address, felony criminal history check for the prior seven years, social security number verification or, if the subject is a foreign citizen, verification of an authorized work permit, and driver’s license check (only required if a driver’s license is needed in order to perform the Services).

20.4.2 Contractor will be responsible for conducting the background investigation under Section 20.4.1 at its own expense and shall not be entitled to recover costs thereof unless both Parties agree, in writing, in advance of the background investigation.

20.4.3 Upon ComEd’s written request, Contractor will submit a background investigation certification, which consists of the certification form or a written certification (letter or affidavit) as required by applicable Law, to the ComEd Designated Representative.

20.4.4 In addition to the foregoing, if Contractor becomes aware that any individual performing Services hereunder is ***, Contractor shall remove such individual from performing Services hereunder unless and until ***.

20.5 Hosted Personnel.

During the course of this Agreement, Contractor may allow employees or contractors of ComEd to participate in activities at Contractor’s facilities (“Hosted Personnel”). All Hosted Personnel will retain their status as an employee or contractor of ComEd while assigned to work at such premises. Hosted Personnel will observe the working hours, rules and regulations of the hosting Party. ComEd will be solely responsible for payment of compensation to such persons as well as all applicable federal, state and local income and employment tax withholding and reporting for all such Contractor Personnel. Neither Contractor, nor Contractor Affiliates and successors (the “Contractor Entities”) are, or shall be construed to be, an employer (common law or otherwise), co-employer or joint employer of any Hosted Personnel. Neither ComEd nor any Hosted Personnel is an agent of the Contractor, and no such party or person has any authority to represent the Contractor Entities as to any matters, except as expressly authorized in this Agreement. ComEd will assume full responsibility for payment of all federal, state, provincial and local taxes, withholding or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to all Hosted Personnel. Should any of the Contractor Entities be required to pay any amount to a governmental agency for failure by ComEd to withhold any amount as may be required by Law, ComEd shall indemnify each of the ComEd Entities for any amount so paid, including interest, penalties and fines. ComEd shall run background checks on all Hosted Personnel at least as thorough as the background checks it requires of Contractor for Contractor Personnel.

20.6 *** Commitment, Reporting and Penalties.

20.6.1 Contractor shall create at least *** in Illinois during the peak program year, which is defined as the *** with the highest number of *** (as defined in Section *** of the ***) that occurs between *** and ***. Given that it cannot be known in advance which such consecutive 12-month period will have the highest number of ***, Contractor shall create at least *** in Illinois throughout this period ***.

20.6.2 No later than *** following the last calendar day of each calendar quarter of each year during the period between ***, Contractor shall submit to ComEd a *** for the prior quarter that includes (i) the total number of *** during the prior quarter, (ii) the total number of *** as of the last calendar day of the prior quarter, (iii) the total number of *** in each *** classification or *** title, (iv) the total number of incremental *** and *** in support of the

28

investments undertaken pursuant to this Agreement for the prior quarter, and (v) any other information that ComEd is required by rule to submit to the ***. 

20.6.3 If Contractor fails to meet its *** and ComEd is ordered by the *** to pay penalties for such failure, Contractor shall pay ComEd *** multiplied by the number of *** by which it failed to meet its *** to ComEd in immediately available funds within *** of written notice from ComEd. Contractor’s one-time payment of *** for each *** under this provision during the period described above shall be *** for Contractor’s failure to meet the ***. Notwithstanding the foregoing, Contractor shall not be obligated to *** under this Section 20.6.3 in the event ***.

ARTICLE 21

SUBCONTRACTUAL RELATIONS

21.1 Subcontractual Relations.

Subject to the terms of this Agreement, Contractor may utilize Subcontractors to perform portions of the Work.

21.2 Subcontracts.

Any portion of the Work to be performed for Contractor by a Subcontractor shall be performed pursuant to an appropriate written subcontract between Contractor and the Subcontractor (“Subcontract”). Contractor may employ Subcontractors in connection with Services performed at a ComEd Site only upon prior written approval by ComEd, which shall not be unreasonably withheld, conditioned or delayed. Such Subcontractors shall be bound by obligations of confidentiality at least as restrictive as those set forth herein and Contractor shall be solely responsible for the conduct or misconduct of such Subcontractors as if they were employees of Contractor. No Subcontract shall relieve Contractor of its obligations under the Contract Documents.

21.3 Contractor’s Payments to Subcontractors.

Contractor shall pay each Subcontractor promptly upon receipt of payment from ComEd or as provided in the Subcontract. ComEd has no obligation to pay Subcontractors or to ensure Contractor pays Subcontractors.

21.4 Disputes with Subcontractors.

Contractor shall inform ComEd of any material dispute arising between Contractor and any of its Subcontractors or between any Subcontractor and another Subcontractor that may cause a delay in the performance of Services. Contractor shall use its best efforts to avoid disputes regarding the Work and shall resolve such disputes as they arise. Contractor shall comply with Article 19 regarding any Subcontractor labor disputes.

21.5 Compliance with Laws.

Contractor shall cause any and all of its Subcontractors to comply with all applicable Laws in the performance of the Work hereunder.

ARTICLE 22

SAFETY, SECURITY AND ENVIRONMENTAL REQUIREMENTS;

COMPLIANCE WITH LAWS

22.1 Safety.

22.1.1 *** shall be responsible for safety with respect to Contractor’s Work at the Site and shall initiate and maintain an overall safety program for each Specific Project (the “*** Safety Program”). In order to protect persons and property from damage, injury, or loss, *** shall comply with, and cause all others performing any portion of the Work to comply with, all applicable Health and Safety Laws, or ComEd’s safety requirements, whichever is more stringent. *** shall review and monitor the safety programs of *** to confirm that such safety programs are consistent with *** Safety Program. *** shall not be in charge of, or in any way responsible for *** Safety Program. ***, of any material changes in *** Safety Program or if *** discovers any conflicts between ComEd’s and OSHA’s safety requirements. *** duties and responsibilities for ensuring safety and protection of the Work shall continue until such time as all the Work, including warranty Work after final payment, is completed.

22.1.2 *** shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury, or loss to: ***

29

22.1.3 *** shall erect and maintain, as required by ex1stmg conditions and progress of the Work, all reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards and notifying owners and users of adjacent utilities. 

22.1.4 *** shall designate a responsible member of its organization at each Site whose duty shall include efforts to enforce Contractor’s Safety Program. This person shall be *** Designated Representative unless otherwise designated ***.

22.1.5 *** shall notify *** and post appropriate signs when the Work is going to affect *** operations or employees.

22.2 Security and Environmental Compliance.

22.2.1 Contractor shall comply with ComEd’s regulations in effect at any time governing the admittance of Contractor’s employees to ComEd’s Site and their identification while there.

22.2.2 Contractor shall take precautions ***. Contractor shall comply with applicable Environmental Laws. Contractor shall be responsible for compliance with those requirements. Contractor shall be responsible for all fines or penalties assessed due to Contractor’s failure to comply with applicable Health and Safety Laws and Environmental Laws, ***. Each Party shall indemnify and hold the other and their respective successors and assigns harmless from any claim, liability, loss, or expense (including reasonable attorneys’ fees and court costs) resulting from the indemnifying Party’s failure (or that of its employees, agents, or Subcontractors) to comply with applicable Health and Safety Laws and Environmental Laws. ***.

22.3 Reports of Accidents.

Contractor shall report promptly to ComEd any accident or unusual occurrence during performance of the Work, including personal injury or death to any employee or ***. Reports of personal injury or death to any person shall be made *** to ComEd’s Designated Representative. Contractor shall *** to ComEd’s Designated Representative within *** after an accident. Upon discovery of the occurrence of any event that may constitute an emergency situation or an immediate endangerment to public health, welfare, or the environment, Contractor shall immediately verbally notify all parties required by Health and Safety Laws and Environmental Laws, including the National Response Center, and shall also immediately notify (but in any event no later than *** after discovery of the event) ComEd’s Designated Representative. In the event ComEd’s Designated Representative is unavailable, ***, Contractor shall provide *** to ComEd to be received no later than *** after the occurrence or discovery of the event. ***.

ARTICLE 23

WASTE MATERIALS ASSOCIATED WITH WORK

23.1 Disposal.

Contractor shall handle any waste materials generated in the performance of the Work in full compliance with all applicable Health and Safety Laws and Environmental Laws and all ComEd policies and procedures about which ComEd informs Contractor. Contractor will immediately discontinue use of any facility for the disposal of such waste if Contractor learns that such facility has lost its permitted status during the term of this Agreement. ComEd has the right to reject, for any reason, Contractor’s use of any particular disposal facility.

23.2 Recycling Material.

Upon ComEd’s request, Contractor shall inform ComEd’s Designated Representative of programs that Contractor provides for reusing and/or recycling Material, including waste from packaging and containers, used chemicals and equipment. ComEd, at its sole discretion, may direct Contractor to take back used material, packaging, and/or containers for reuse or recycling, in accordance with such Contractor’s program. Any cost adjustments associated with the reuse or recycling of Material shall be identified in the Purchase Order.

ARTICLE 24

DOCUMENTATION, PROPRIETARY INFORMATION AND WORK PRODUCT

24.1 ComEd Intellectual Property Rights.

As between ComEd and Contractor, all Intellectual Property Rights owned or controlled by ComEd prior to the Effective Date (“Pre-existing ComEd Intellectual Property Rights”) shall ***, including but not limited to those relating to any *** developed by *** or a *** or *** or *** from a *** outside the scope of this Agreement and provided ***. In addition, ComEd shall ***, ***, whether created alone by *** or jointly with others, including *** and the***. To the maximum extent permitted by law, the works of ComEd Intellectual Property created by *** as defined in the Copyright Act of 1976, 17 U.S.C. §§ 101, 201(b), and the copyrights therefore are owned ***. If at any time in the future any such works are deemed not to constitute “works made for hire,” Contractor hereby ***,

30

and shall cause its *** or its *** to ***, ***, ***, ***, and ***, all of their ***, *** in and to the *** in such***, and in all *** and *** that may be secured under the laws now or hereafter in force and effect in the United States of America and in any other country or countries. ***, Contractor shall, and shall cause its agents or its subcontractors to, *** or take any actions *** to complete or evidence this *** and to enable the *** to otherwise protect, register, patent and record the ***. Contractor will *** all such *** or its *** or its ***. ***, ComEd shall be entitled to use the *** for the ***, *** and *** of services and products outside the scope of this Agreement. Contractor shall take no action knowing that it is likely to result in any lien or encumbrance on the ComEd Intellectual Property.

24.2 Ownership.

As between ComEd and Contractor, all Intellectual Property Rights owned or controlled by ComEd prior to the Effective Date (“Pre-existing ComEd Intellectual Property Rights”) shall ***, including but not limited to those relating to any technology developed by ComEd or a third party or acquired or licensed from a third party by ComEd outside the scope of this Agreement and provided to Contractor hereunder. In addition, ComEd shall own any changes, improvements or modifications to Pre-Existing ComEd Intellectual Property Rights, whether created alone by ComEd or jointly with others, including Contractor (together with the Pre-existing ComEd Intellectual Property Rights and the ComEd-Specific Work, the “ComEd Intellectual Property”). To the maximum extent permitted by law, the works of ComEd Intellectual Property created by Contractor, its agents or its subcontractors are “works made for hire” as defined in the Copyright Act of 1976, 17 U.S.C. §§ 101, 201(b), and the copyrights therefore are owned exclusively by ComEd or its nominee. If at any time in the future any such works are deemed not to constitute “works made for hire,” Contractor hereby assigns, and shall cause its agents or its subcontractors to assign, to ComEd, its successors, assigns, and nominees, all of their right, title and interest in and to the copyrights in such works, and in all renewals and extensions of copyright that may be secured under the laws now or hereafter in force and effect in the United States of America and in any other country or countries. At ComEd’s expense, Contractor shall, and shall cause its agents or its subcontractors to, execute all documents or take any actions reasonably necessary to complete or evidence this assignment and to enable the ComEd or its nominee to otherwise protect, register, patent and record the ComEd Intellectual Property created by Contractor or its agents or Subcontractors. Contractor will promptly and fully disclose to ComEd all such ComEd Intellectual Property created by Contractor or its agents or its subcontractors. Without limitation, ComEd shall be entitled to use the ComEd Intellectual Property for the development, manufacture and sale of services and products outside the scope of this Agreement. Contractor shall take no action knowing that it is likely to result in any lien or encumbrance on the ComEd Intellectual Property.

24.3 Derivative Works.

Ownership of the Intellectual Property Rights in any work product and any Derivative Works created by Contractor in performance of this Agreement will be allocated as follows:

24.3.1 ComEd will own the Intellectual Property Rights in any work product and any Derivative Works created by Contractor for ComEd under a Statement of Work that are (a) unique and specific to ComEd’s ***, including *** and ***, *** specific to ComEd’s network, interfaces to *** if not ***, and ComEd-specific *** and ComEd-specific ***; and (b) identified as *** as such in the Statement of Work ***.

24.3.2 Contractor shall also retain Ownership of any *** that it utilizes in *** or that it incorporates into ***. “Proprietary Technology” means any pre-existing or independently developed Intellectual Property Rights pertaining to Contractor’s business or profession, including but not limited to technology, information, innovations, designs, know-how, tool kits, architectures, best-practices information, data structures, software, methods, product evaluation data, drawings and works of authorship. Proprietary Technology will also include any extensions or modifications to the foregoing that are developed by Contractor during the term of this Agreement, provided however, that ***.

24.3.3 To the extent that Contractor retains any Intellectual Property Rights in a ***, Contractor hereby grants to ComEd a non­ exclusive, non-transferable, royalty-free license to use such retained rights in connection with its use of the ComEd-Specific Work.

24.3.4 Contractor will own all right, title and interest, including, without limitation, all Intellectual Property Rights in, *** and *** except those referred to in Section ***.

24.3.5 All ComEd content, including information concerning users, messages and other such data, is the property of ComEd.

24.4 Proprietary Markings.

ComEd agrees not to remove or destroy any proprietary, trademark or copyright markings or notices placed upon or contained within any Products or Documentation.

31

24.5 ComEd’s Use of Contractor Information.

ComEd shall obtain Contractor’s prior written consent (not to be unreasonably withheld, delayed or conditioned) to disclose or use Contractor proprietary or confidential information or documents relating to the Work, or maintenance and service work related to the Work, which are required by ComEd in order to permit ComEd to secure or maintain in effect any license or permit for a ComEd Site or facility for which the Work is intended from any Governmental Authority, or to use or obtain the full benefits of the Work. Contractor shall use reasonable efforts to cooperate with ComEd regarding such disclosure when required to secure licenses and permits.

24.6 Contractor Use of ComEd Information.

Except as may be required by Contractor for the performance of its obligations under this Agreement, ComEd is not obligated under the terms of this Agreement to provide Contractor with any information that ComEd considers proprietary. If ComEd transmits any information to Contractor that ComEd considers proprietary, such information is deemed Confidential Information in accordance with Article 25. Contractor shall use that proprietary information, and any other information that Contractor knows or has reason to know is proprietary or confidential to ComEd, exclusively in connection with the Work and shall not use, publish or otherwise disclose it to any third-party except in accordance with Article 25 (“Confidential Information”). Contractor shall not use, publish or otherwise reproduce any logo or brand of ComEd or use or represent any endorsement by ComEd without the prior written consent of ComEd.

24.7 Software License.

24.7.1 Subject to ComEd’s payment of license fees and compliance with the terms of this Section 24.7.1., Contractor grants to ComEd, *** if expressly specified in the applicable Statement of Work, *** license (other than in accordance with Section 27.9) to (a) use the Software to manage or operate that number of Licensed Devices for which ComEd has paid license fees, and (b) use the Documentation in connection with its use of the Software. ComEd may make the number of copies reasonably needed by ComEd for inactive back-up or archival purposes. ComEd may make copies of the Documentation reasonably needed for the purpose of exercising ComEd’s rights under this Agreement.

24.7.2 The Software, including its operation, code, architecture and implementation, is the valuable intellectual property of Contractor. Nothing in the Agreement or this Exhibit gives ComEd any Intellectual Property Rights in the Software. ComEd agrees not to: (a) except as set forth in Section *** or *** the Software; (b) ***, ***, *** the Software or the Documentation to ***; (c) allow *** to the Software by *** other than ***, other than with ***, which shall not ***; (d) use the Software to provide ***, or otherwise use the Software on a *** basis; (e) *** or otherwise *** the Software to ***; or (f) *** from any *** on the Software.

24.7.3 If this license is acquired under a U.S. government contract, ComEd acknowledges that the Software and associated documentation are “Commercial Computer Software”as that term is defined in 48 C.F.R. 12.212 of the Federal Acquisition Regulations (FAR) and in 48 C.F.R. 227.7014(a)(i) of the Department of Defense Federal Acquisition Regulations Supplement (DFARS) and are provided with only the commercial rights and subject to the restrictions described in this Exhibit.

ARTICLE 25

CONFIDENTIAL INFORMATION

25.1 Definition.

The term “Confidential Infonnation” shall mean any confidential, trade secret or other proprietary information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) under this Agreement. Confidential Information may include information belonging to the Disclosing Party or information entrusted to the Disclosing Party by a third party under obligations of confidentiality. Neither Party shall disclose such third party information to the other Party hereunder unless it is lawfully entitled to do so. To be subject to this Article 25, such information must be (a) designated with the legend “Confidential” or a comparable legend in case of disclosure in written, graphic, machine readable or other tangible form, (b) designated orally as “Confidential” at the time of disclosure in case of disclosure in oral, demonstrative or other non-tangible form, (c) ComEd Data, (d) this Agreement (and all amendments thereto) and all of its terms and conditions, including pricing, or (e) understood by a reasonable person to be confidential at the time of disclosure. Confidential Information shall include information or enhancements that relate to past, present, and future research, development, and business activities of a Party, including inventions, discoveries, formulas, processes, devices, methods, compositions, compilations, system plans, flow charts, source codes, algorithms, procedures, data, employee and customer information, and other proprietary information of a Party.

32

25.2 Exclusions.

Confidential Information shall not include:

25.2.1 Information lawfully known to Receiving Party or independently developed without reference to Disclosing Party’s Confidential Information prior to the performance of such Work other than through other work with or for the Disclosing Party; or

25.2.2 Information that is publicly disclosed through no act of Receiving Party, Subcontractors or any of their respective employees, either prior or subsequent to Disclosing Party’s disclosures of such information to Receiving Party.

25.3 Receiving Party’s Obligations.

During the term of this Agreement and thereafter, except as a Disclosing Party may otherwise authorize in writing in advance, each Receiving Party shall use the other Party’s Confidential Information only to fulfill its commitments and exercise its rights under this Agreement. Each Receiving Party agrees not to disclose any Confidential Information of the other Party to anyone other than those employees, agents, contractors or Subcontractors of the Receiving Party who need to know such Confidential Information for the purposes of this Agreement and who have entered into binding written obligations of confidentiality substantially similar to the obligations set forth herein. Upon reasonable request by the Disclosing Party, the receiving Party will provide copies of the confidentiality agreements entered into with its employees, agents or contractors. Each Receiving Party shall treat all Confidential Information of the Disclosing Party with the degree of care it accords to its own Confidential Information, but not less than reasonable care. Neither Receiving Party shall reverse engineer, disassemble or decompile any prototypes, firmware, software or other tangible objects which embody the other Party’s Confidential Information. Each Receiving Party will notify and cooperate with the other Party in enforcing the Disclosing Party’s rights if such Receiving Party becomes aware of a threatened or actual violation of the confidentiality requirements of this Section. Upon completion of Work pursuant to this Agreement, except as otherwise provided in this Agreement, a Receiving Party shall return any and all tangible embodiments of Confidential Information to the Disclosing Party promptly following the request of the Disclosing Party.

25.4 Disclosure Pursuant to Court Order.

Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to the extent that disclosure is required by a Governmental Authority of competent jurisdiction, or by any entity that regulates ComEd (whether or not a Governmental Authority) provided that Receiving Party shall provide notice to Disclosing Party of the request for such disclosure promptly upon receiving it and that Receiving Party shall fully cooperate with Disclosing Party in any effort by Disclosing Party to secure a protective order against such disclosure.

25.5 Irreparable Harm.

Receiving Party acknowledges that the breach of any of the covenants contained in this Article 25 will result in irreparable harm and continuing damages to Disclosing Party and Disclosing Party’s business, and that Disclosing Party’s remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Disclosing Party at law or in equity in the event of any such breach, Disclosing Party may seek, subject to the venue requirements of Section 27.10, the issuance of an injunction (both preliminary and permanent), without bond or necessity of proving monetary or quantifiable damages, enJommg and restricting the breach or threatened breach of any such covenant, including an injunction restraining the Receiving Party from disclosing, in whole or in part, any Confidential Information. Receiving Party shall pay all of Disclosing Party’s costs and expenses, including reasonable attorneys’ fees and accountants’ fees, incurred in enforcing such covenants.

25.6 Data Privacy.

In carrying out its activities under the Agreement, each Party will observe and comply with all applicable data privacy and data protection laws and regulations, including consumer privacy laws. In addition, when accessing or handling any ComEd Data that contains Personal Identifying Information, Contractor will comply with all reasonable policies of ComEd that have been disclosed to Contractor in writing relating to the use and disclosure of such information. Contractor will immediately notify ComEd if Contractor becomes aware of any use or disclosure of ComEd Data that is not permitted by the Agreement. Contractor may not use or disclose ComEd Data for any purpose other than to provide the Products or render the Services, without the written consent of ComEd. Contractor shall not collect or maintain such ComEd Data except to the extent necessary to perform its obligations under this Agreement. To the extent that Contractor utilizes aggregated data from the end users, it shall not be presented in any way that could reasonably be used to determine specific information about end users or their use of any ComEd services.

25.7 Safeguarding Personal Identifying Information.

As used herein, the term “Personal Identifying Information” means any name or number that may be used, alone or in conjunction with any other information, to identify a specific person, including any: (1) name, social security number, date of birth, official State or government issued driver’s license or identification number, alien registration number, government passport number,

33

employer or taxpayer identification number; (2) unique biometric data, such as fingerprint, voice print, retina or iris image, or other unique physical representation; (3) unique electronic identification number, address, or routing code; or (4) telecommunication identifying information or access device. Contractor will utilize security mechanisms reasonably calculated to protect the confidentiality and integrity of Personal Identifying Information including, without limitation, the use of passwords, encryption technology, access control mechanisms and firewalls. In addition, Contractor shall:

(a) hold any and all Personal Identifying Information it obtains in connection with this Agreement in strictest confidence and use and permit use of this Personal Identifying Information solely for the purposes of this Agreement;

(b) disclose or provide access to Personal Identifying Information only to employees, subcontractors, vendors, service providers, employees, agents and any other third parties (“Contractor’s Representatives”) who have a need to have access to such information in order to provide Services hereunder and only to the extent reasonably necessary to carry out Contractor’s obligations hereunder;

(c) have, and in the future maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Personal Identifying Information other than in accordance with this Agreement, including without limitation agreements with Contractor’s Representatives to whom Personal Identifying Information is disclosed to ensure that Contractor’s Representatives protect the confidentiality of Personal Identifying Information;

(d) have, and in the future maintain in effect and enforce, commercially reasonable and appropriate physical, procedural, administrative and electronic security measures to protect Personal Identifying Information, including encryption, which comply with all applicable legal requirements and are consistent with industry practice and standards; and

(e) remain responsible for any breach of the obligations set forth in this Section 25.7 and any violation of any applicable privacy laws by Contractor’s Representatives to the same extent as if Contractor caused such breach or violation.

25.8 Security of Data.

All Personal Identifying Information and ComEd Data that is collected, stored or otherwise maintained by Contractor pursuant to this Agreement shall be maintained in a secure environment that is consistent with the practices then standard in the industry. Contractor shall, if requested by ComEd, permit ComEd or a mutually agreed upon third party to perform, at ComEd’s expense and only after signing a confidentiality agreement with Contractor, data security audits prior to Launch of the first Optimization Area and once each year (more often if issues or problems are uncovered during any security audit) during the term, upon thirty (30) calendar days advance written notice by ComEd. Contractor shall provide assistance reasonably requested by ComEd or such third party in the performance of such audit. Any Personal Identifying Information or ComEd Data that is collected or obtained by Contractor must be stored and transmitted in encrypted or otherwise secure form, to be described in greater detail in the Specifications. In the event of a breach of security of any system, website, database, equipment or storage medium or facility that results in unauthorized access to Personal Identifying Information or ComEd Data by any third party (including any employee or subcontractor of Contractor that is not authorized to access such information), Contractor shall notify ComEd immediately and make best efforts to re-secure its systems immediately. If directed to do so by ComEd, Contractor shall assist ComEd in whatever way ComEd may request in notifying any consumers whose Personal Identifying Information may have been breached or otherwise put at risk. In no event shall any message or communication, whether by mail, email or ComEd support scripts, regarding data security, go to consumers without the review and approval of ComEd; provided that Contractor shall issue such communications as ComEd may direct, provided such communications are reasonably acceptable to Contractor. In the event that Contractor becomes aware of a reasonable likelihood of a breach of, or imminent threat to the security measures of the System or Software, Contractor shall provide immediate written notice to ComEd detailing the threat or breach and efforts to remediate such threat or breach. Contractor shall keep ComEd apprised of all efforts to eliminate or mitigate all such security risks.

25.9 Remote Access.

To the extent that Contractor is authorized to gain remote access to ComEd’s networks or equipment for purposes of performing its obligations hereunder, Contractor shall ensure that (a) such access is restricted to authorized employees or other authorized Contractor personnel; (b) upon request, it provides ComEd with a list of all such authorized employees; (c) such remote access is used solely for purposes of fulfilling Contractor’s obligations under this Agreement; (d) such remote access is obtained through a secure connection; and (e) Contractor uses such remote access capability only to access equipment or software that is directly involved in Contractor’s performance of its obligations hereunder and does not access any other ComEd or third party systems, databases, equipment or software. Upon ComEd’s request and upon reasonable prior notice to Contractor, Contractor will provide or permit periodic security audits, at ComEd’s expense, of its access system and methods and will change authentication elements periodically to maintain the integrity and security of Contractor’s access. Contractor shall provide assistance reasonably requested by ComEd in the performance of such audit.

25.10 No Commingled Data.

ComEd acknowledges that ComEd’s Data may reside on shared Servers, provided, however, that ComEd’s Data and other information stored on the Servers shall not be commingled with the data of any other customer of Contractor. Contractor shall ensure

34

that ComEd’s Data and systems are not accessible to unauthorized third parties and shall immediately report any breaches of security regarding ComEd’s Data to ComEd

ARTICLE 26

DISPUTE RESOLUTION

26.1 Step Negotiations.

The Parties shall attempt in good faith to resolve all disputes under the Contract Documents (“Disputes”) promptly by negotiation as follows. Any Party may give the other Party written notice of any Dispute not resolved in the normal course of business. The project team member(s) will first strive to work out the problem internally. If the project team cannot resolve the dispute within *** Business Days, Contractor’s Designated Representative and ComEd’s Designated Representative will meet to resolve the problem. If Contractor’s Designated Representative and ComEd’s Designated Representative cannot resolve the dispute *** Business Days after being escalated the managers, executives of both Parties shall meet at a mutually acceptable time and place within *** calendar days after delivery of such notice, and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the Dispute. If the matter has not been resolved within *** calendar days from the refenal of the Dispute to senior executives or if no meeting of senior executives has taken place within fifteen (15) calendar days after such referral, either Party may initiate such legal action as it deems appropriate. If a negotiator intends to be accompanied at a meeting by an attorney, the other negotiator shall be given at least *** Business Days’ notice of such intention and may also be accompanied by an attorney. All negotiations pursuant to this Section 26.1 ate confidential and protected from subsequent testimonial disclosures, and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and state rules of evidence.

26.2 Work to Continue.

In the case of any Dispute, Contractor shall continue to perform the Work unrelated to the dispute pending final determination of the Dispute, and ComEd shall continue to make payments to Contractor in accordance with the Agreement for those portions of the Work completed that are not the subject of Dispute.

ARTICLE 27

MISCELLANEOUS

27.1 Terms and Conditions.

All Material and Services shall be delivered or performed in accordance with the Contract Documents.

27.2 Complete Agreement.

This Agreement, together with the attached Exhibit(s) and Schedule(s), the Purchase Order(s) or similar writings issued by ComEd to Contractor relating to this Agreement, any other specifications, drawings, or other documents specifically referenced in any of the foregoing sets forth the entire understanding of the Parties, and supersedes any and all prior agreements, anangements, or understandings, relating to the subject matter hereof. This Agreement shall cover all Services and Products provided pursuant to the EBC Agreement and all rights and obligations applicable to Services and Products hereunder shall apply to Services and Products provided thereunder, provided, however, that (i) for the purposes of calculating the warranty period applicable to such EBC Agreement Products and Services Launch shall be deemed to be the ***, except for the warranty applicable to *** under the EBC Agreement, which shall remain in effect for those *** purchased prior to the *** and (ii) the limitation of liability in the EBC Agreement shall apply to Materials and Services provided prior to the *** to the extent the liability arose prior to the *** and relates *** to such Materials and Services. For the avoidance of doubt, pricing under this Agreement shall not apply retroactively to Products and Services purchased prior to the Effective Date.

27.3 Notices.

Any notice pertaining to the Work performed or a Purchase Order shall be in writing (unless in an emergency and then promptly thereafter in writing) and sent via facsimile transmittal, registered or certified mail (postage prepaid), or by commercial overnight courier, to ComEd’s Designated Representative or Contractor’s Designated Representative as appropriate, at their respective addresses appearing in the Purchase Order, or if no Purchase Order has been issued, to the Party designated in this Agreement. Notices shall be effective only when received.

27.4 Captions.

Captions used herein and in the attached Exhibit(s) and Schedule(s) and the other Contract Documents, are for the convenience of the Parties and shall not be used in construing the meaning of this Agreement.

35

27.5 Binding Effect; Execution; Counterparts.

The execution, delivery and performance by the Parties of this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate actions of the Parties. This Agreement shall not be binding or effective until properly executed by each of the Parties. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same Agreement, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such fully executed counterpart.

27.6 Survivability.

The provisions of the Contract Documents, and rights and obligations therein and in this Agreement, including with respect to indemnification, limits of liability, intellectual property and confidentiality, shall survive expiration (by performance) or termination of this Agreement or a Purchase Order and shall survive indefinitely, except to the extent that such provision by its express terms ends sooner.

27.7 No Third-Party Beneficiaries.

No provision of this Agreement is intended or shall be construed to be for the benefit of any third-party (other than ComEd Parties in connection with Contractor’s indemnification obligations hereunder).

27.8 Publicity.

With the sole exception of publication of such information within Contractor’s corporate entity and subject to the Confidentiality provisions of this Agreement, Contractor shall not refer to ComEd or any company affiliated with ComEd in any advertising or other publication in connection with Work performed by Contractor, without the prior written approval of ComEd; provided, however, that Contractor may use ComEd’s name and logo in its list of customers that is publicly disseminated. Subject to the immediately preceding sentence, Contractor shall not, either directly or indirectly, publish or disclose any photographs, images, logos, copyrighted or trademark protected information of ComEd or its subsidiaries; or use such information for the benefit of itself or any other person without the prior written consent of ComEd.

27.9 Assignment.

Subject to the provisions of this Agreement, neither Party shall assign its interest (including any interest in or claim to monies owed) in this Agreement or a Purchase Order, or delegate any obligation under this Agreement or a Purchase Order, without the prior written consent of the other Party, not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, either Party may assign this Agreement without such consent in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its relevant assets, provided the assignee agrees to be bound by the terms and conditions of this Agreement. Any attempted assignment or delegation by either Party shall be wholly void and totally ineffective for all purposes. No delegation of obligations of performance made by Contractor with the consent of ComEd shall relieve Contractor of any of its obligations under this Agreement.

27.10 Choice of Law; Venue; Interpretation; Severability.

This Agreement shall be construed and interpreted, without giving effect to principles of conflict of law, in accordance with the laws of the State of Illinois. The venue for any claim arising under this Agreement shall be the federal and state courts located in the county of the defendant’s principal place of business. The Parties disclaim the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (“UCITA”). The provisions of this Agreement, as it relates to that Specific Project, shall be interpreted where possible in a manner to sustain their legality and enforceability. The unenforceability of any provision of this Agreement in a specific situation shall not affect the enforceability of that provision in another situation or the remaining provisions of this Agreement. Unless the context of the Contract Documents clearly requires otherwise, (i) “including” and “include” have the inclusive meaning frequently identified with the phrase “but not limited to” and (ii) references to the plural include the singular, the singular the plural, the part, the whole.

27.11 Amendments.

The terms of this Agreement may be modified only by a written amendment. An amendment is a written document signed by an authorized representative of each Party, which authorizes a change in this Agreement. No purported oral modification, waiver, or rescission of this Agreement by an employee or agent of ComEd shall operate as a modification, waiver, or rescission of any of the provisions of this Agreement. No course of prior dealing, usage of trade and course of performance shall be used to modify, supplement, or explain any terms of this Agreement. No waiver of any provision of this Agreement shall be binding on a Party unless set forth in a writing signed by an authorized agent of such Party. No Affiliate shall be bound by an amendment executed by any other Affiliate.

36

27.12 Bankruptcy or Insolvency.

Contractor shall promptly notify ComEd in writing of the filing of any voluntary or involuntary petition for bankruptcy and/or of any insolvency of Contractor or any of its Subcontractors. No Purchase Order shall be deemed an asset of Contractor.

27.13 Audit.

27.13.1 Purchase Orders, all payments received pursuant to such Purchase Orders, and Contractor’s Work and workplace area and related offices shall be subject to audit (no more than once annually) and inspection by ComEd or any of its authorized representatives acting on ComEd’s behalf upon reasonable written notice and at a location and time mutually agreeable to the Parties. Contractor shall comply with all reasonable requests by ComEd to make available books and records necessary to substantiate Contractor’s charges and invoices for reimbursement Contractor shall also use reasonable efforts include in all Subcontracts issued in conjunction with any Purchase Order the right of Contractor to audit the records of the Subcontractor. This Section 27.13 shall survive termination of the Purchase Orders for Specific Projects for a period of two (2) years, or the warranty period, whichever is longer. Additionally, an audit may be conducted on any other records, such as environmental, safety, security or such other records as are necessary to ensure compliance with the Contract Documents. Upon reasonable written notice, ComEd shall also have the right to inspect SSN facilities to ensure compliance with SSN’s safety and security obligations under this Agreement.

27.13.2 At Contractor’s written request, not more frequently than twice annually, ComEd shall furnish Contractor with a signed letter verifying that the Software is being used pursuant to the provisions of this Agreement, and identifying the number, type and location of Licensed Devices being managed by ComEd and ComEd Affiliates using the Software. ComEd may use the reporting feature of the Software for this purpose. Contractor shall have the right, at its sole cost and expense, to have an independent auditor, during normal business hours and not more frequently than annually, conduct an audit of the appropriate records of ComEd and ComEd Affiliates to verify the number of Licensed Devices being managed by ComEd using the Software and otherwise to confirm ComEd’s compliance with license restrictions and Fee obligations in this Agreement. If any additional fees are found to be owing, such fees shall be payable within *** calendar days ***. If the deficiency in fees paid by ComEd is greater than *** percent (***%) of the total fees payable during the period covered by the audit, ComEd will reimburse Contractor for the reasonable cost of the audit, in addition to the deficiency.

27.13.3 Contractor’s UIQ Software solution provides a variety of authentication and transactional data and logs, which may provide automated controls over ComEd’s processing and reporting of financial transactions that may impact ComEd’s internal control environment. Contractor represents to ComEd that it is currently developing its disclosure controls and processes so that it would be “SOX” ready should Contractor choose to go public. Prior to being subject to the requirements of Section 404, Contractor acknowledges that it would be obligated to disclose, in its publicly-filed reports with the SEC, any material control deficiencies identified by management. Until that time, Contractor will support ComEd by sharing information about the nature and extent of its internal controls and processes.

27.14 Non-Waiver.

The failure of a Party to insist upon strict performance by the other Party or a Party’s failure or delay in exercising any rights or remedies provided in this Agreement or by law shall not be deemed or construed as a waiver of any claims. No waiver by a Party of a breach of any provision of this Agreement shall constitute or be construed as a waiver of any other breach or of that provision. No payment or certificate, final or otherwise, nor the acceptance of any design, shall be construed as (a) an acceptance of defective Work, (b) relieving Contractor of its obligations to make good any defects or consequences for which Contractor may be responsible, or (c) a waiver of any obligations of Contractor under this Agreement.

27.15 Cumulative Remedies.

Each of a Party’s rights and remedies under this Agreement shall be cumulative and additional to any other or further rights or remedies provided in law or equity or otherwise. Each Party shall specifically retain all rights of legal action in tort under this Agreement on all issues relating to contribution, insurance coverage, and contractual indemnity.

27.16 Nondiscrimination and Affirmative Action.

Contractor shall, unless exempt, comply with the federal regulations pertaining to nondiscrimination and affirmative action (generally part 60-1 of Title 41 of the Code of Federal Regulations), including the following: (a) Affirmative Action Compliance Program (41 CFR 60-1.40); (b) Affirmative Action-Disabled Veterans and Veterans of the Vietnam Era (41 CFR 60-250.4); (c) Affirmative Action - Handicapped Workers (41 CFR 60-741.4); (d) Equal Opportunity (41 CFR 60-1.4); (e) Employer Information Report SF-100, annual filing (41 CFR 60-1.7); (f) Fair Labor Standards Act of 1938, as amended; (g) Prohibition of Segregated Facilities (41 CFR 60-1.8); (h) Small Business Concerns, Small Disadvantaged Business Concerns, and Women Owned Business Concerns (48 CFR Chapter 1, Subpart 19.7); and (i) union-related posting and contract clause requirements under Executive Order

37

13201 (29 CPR, part 470). Contractor shall also comply, unless exempt, with any applicable state laws pertaining to nondiscrimination and affirmative action.

27.17 Diversity Supplier Spend.

ComEd is actively committed to supporting Diversity Suppliers as defined in ComEd Procedure No. SM-AC-4001, as amended from time to time. In support of ComEd’s commitment, Contractor will make commercially reasonable efforts to make expenditures with Diversity Suppliers as set forth in a Purchase Order or other writing from ComEd to Contractor. Without limitation of the foregoing, Contractor shall *** percent (***%) of the amounts payable under this Agreement with Diversity Suppliers prior to Launch and shall use commercially reasonable efforts to subcontract *** percent (***%) of the amounts payable under this Agreement with Diversity Suppliers by Final Acceptance of the System. ***. If requested by ComEd in writing, Contractor shall report its expenditures with Diversity Suppliers on a monthly basis unless another period is negotiated by the Parties and set forth in the Purchase Order. Contractor shall provide this reporting information by completing the “2^nd Tier Diversity Reporting Web form” located on ComEd’s Supplier Diversity Website http://www.exeloncorp.cornlsupply/ eed/tier2_report/tier2_report.shtml. Contractor can obtain a user-id and password for the 2^nd Tier Diversity Reporting Website by contacting the Supplier Diversity Office at 215-841-5746. All submitted Diversity Suppliers must be supported by evidence of certification and ComEd’s 2^nd Tier Direct/Indirect Profile Form for consideration as 2^nd Tier Diversity participation. ComEd recognizes a number of organizational certifications, including the following: Chicago Minority Business Development Council (MBE); Woman’s Business Development Center (WBE); Illinois Department of Transportation (MBE/WBE); City of Chicago (MBE/WBE); WMBE Clearinghouse (MBE/WBE); Minority Supplier Development Council of PA, NJ and DE; Women’s Business Enterprise Council of PA, NJ and DE; Minority Business Enterprise Council - City of Philadelphia; Bureau of Contract Administration and Business Development - Commonwealth of Pennsylvania.

27.18 Compliance with Law; Contractor Compliance Requirements.

27.18.1 Each Party shall perform its obligations under this Agreement in compliance with all applicable laws.

27.18.2 Contractor shall, in concert with its other obligations in this Agreement, and only as applicable to the products and services provided by Contractor and to Contractor under this Agreement, comply to the extent required by law with the following laws and federal regulations (generally, within 10 CFR Part 600 and Appendix B to Subpart D thereto), as hereinafter described but not limited by reference or non-reference herein:

(a) Provisions permitting access of DOE, the Inspector General, the Comptroller General of the United States, or any of their duly authorized representatives, to any books, documents, papers, and records of the Contractor that are directly pertinent to a specific program, for the purpose of making audits, examinations, excerpts, transcriptions, and copies of such documents.

(b) Equal Employment Opportunity: Provision requiring compliance with E.O. 11246 (3 CFR, 1964-1965 Comp., p. 339), “Equal Employment Opportunity,” as amended by E.O. 11375 (3 CFR, 1966-1970 Comp., p. 684), “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and as supplemented by regulations at 41 CFR chapter 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

(c) Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c): Provision for compliance with the Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”).

(d) Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.): Provision that requires the recipient to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (41 U.S.C. 7401 et seq.) and the Federal Water Pollution control act as amended (33 U.S.C. 1251 et seq.).

27.19 Due Authorization.

Each Party hereby represents and warrants to the other Party that the individual executing this Agreement on behalf of such Party is duly authorized to execute this Agreement on behalf of such Party and to bind such Party hereby. Each Party further represents and warrants to the other Party that this Agreement is a valid and binding obligation of such Party and enforceable against such Party in accordance with its terms. ComEd represents and warrants that it has the authority to bind Affiliates to the terms of this Agreement.

38

ARTICLE 28

ESCROW

28.1 Escrow Deposit.

Contractor has deposited a copy of the current version of the Software source code (“Source Code”) and relevant documentation for the Software in escrow with NCC Group, Inc. (“Escrow Agent”) in accordance with the Escrow Agreement substantially in the form set forth on Exhibit J. Contractor will update the escrow with the source code and relevant documentation for Major and Minor Releases as soon as reasonably possible, ***.

28.2 Release Conditions.

Provided that ComEd is not in material breach of this Agreement and has paid all applicable license Fees, ComEd shall have the right to obtain from the Escrow Agent one copy of all Source Code and documentation in escrow upon the occurrence of any of the following events:

(a) a receiver, trustee, or similar officer is appointed for the business or property of Contractor;

(b) Contractor files a petition in bankruptcy, files a petition seeking any reorganization ***, makes an arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors;

(c) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against Contractor and not stayed, enjoined, or discharged within sixty (60) calendar days;

(d) Contractor ceases to do business other than pursuant to a merger, consolidation or sale of assets pursuant to which this Agreement is assigned or transferred;

(e) Contractor takes any corporate action authorizing any of the foregoing;

(f) any similar or analogous proceedings or event to those above occurs in respect of Contractor within any jurisdiction outside the USA; or

(g) ComEd *** that Contractor has *** for a period of at *** calendar days, ComEd gives ***, and Contractor ***.

28.3 Treatment of Source Code upon Release from Escrow.

28.3.1 Effective upon the occurrence of an event resulting in the release of the Source Code from escrow, Contractor hereby grants a non-transferable, non-exclusive, irrevocable license to use, modify and create Derivative Works of the Source Code subject to the terms of the Software license granted to ComEd under this Agreement. If ComEd becomes entitled to a release of the Source Code from escrow, ComEd may thereafter correct, modify, update and enhance the Software for ComEd’s own use, subject to the terms of the Software license granted to ComEd under this Agreement. All Derivative Works created by or for ComEd under this provision shall be owned by Contractor and licensed exclusively to ComEd under the terms of this Agreement, except as otherwise provided in Section 24.2. ComEd shall execute such documents and take such steps as are reasonably requested by Contractor to perfect Contractor’s Ownership of the Intellectual Property Rights in such Derivative Works.

28.3.2 ComEd shall keep the Source Code confidential and use it solely for the purposes set forth in this Agreement. ComEd shall restrict access to the Source Code to those employees and independent contractors of ComEd who have agreed in writing to be bound by confidentiality and use obligations consistent with those set forth herein, and who have a need to access the Source Code to catTY out their duties or provide services for ComEd. Promptly upon Contractor’s request, ComEd shall provide Contract with the names of all individuals who have accessed the Source Code. Contractor shall take all reasonable actions required to recover any Source Code in the event of loss or misappropriation, or to otherwise prevent their unauthorized disclosure or use.

28.3.3 If, after ComEd requests possession of the Source Code following the occurrence of any event requiring release of the Source Code, Contractor disputes whether such event has occurred, ComEd may immediately initiate any legal action it deems necessary in response to such dispute.

28.3.4 If an event occurs requiring release of the Source Code and ComEd does not receive the Source Code from the Escrow Agent, Contractor shall promptly provide the Source Code and related documentation to ComEd.

39

ARTICLE 29

COMED OPERATIONAL RESPONSIBILITIES

29.1 Operational Responsibilities. Set forth below is a list of the ComEd Responsibilities. These ComEd Responsibilities are in addition to any other ComEd responsibilities or duties that are expressly set forth this Agreement. ComEd shall:

(a) follow the directions set forth in this Agreement or any applicable Statement of Work regarding location, configuration, orientation and power of Equipment.

(b) cause its other contractors to cooperate with Contractor so as not to impede Contractor in the timely performance of its obligations;

(c) make office space, furnishings, telephones, and network connectivity available to such of Contractor’s personnel who are required to perform Services at the ComEd Premises throughout the period required for the performance of the Services and maintain such space at no charge to Contractor. All such resources are to be used exclusively for the performance of Contractor’s duties to ComEd.

(d) provide reasonable access to ComEd’s facilities during working hours to be reasonably requested by Contractor and for which Contractor will provide ComEd with projections for the number of personnel and, upon reasonable advance notice to ComEd, at all other times. Subject to ComEd’s policies, necessary remote access to ComEd facilities shall be permitted on a twenty four hour, seven days a week basis;

(e) participate in the conduct of training sessions;

(f) timely participate in meetings and make its personnel readily available for such meetings;

(g) approve or (where justified hereunder) reject deliverables and reports provided to ComEd by Contractor within a reasonable period of time after receipt no late than the periods set forth in this Agreement or any applicable Statement of Work; and

(h) promptly provide Contractor with information regarding ComEd that is readily available to ComEd and reasonably required for the performance of the Services.

29.2 Effect of Failure to Perform. To the extent that ComEd fails to perform the ComEd Responsibilities as, and when required pursuant to the terms hereof, or any assumptions expressly included therein become untrue, other than as a result of Contractor’s breach or misconduct, ComEd acknowledges that such failure may adversely effect Contractor’s ability to perform the Contractor services in accordance with the terms hereof and may result in an Excusable Delay. In no event shall any failure to perform a ComEd Responsibility be deemed to constitute and Excusable Delay and excuse or serve as a basis for any failure or delay of Contractor’s performance unless and until: (i) ComEd fails to perform such ComEd Responsibility or any material inaccuracy in any assumption expressly stated therein becomes untrue, other than as a result of Contractor’s breach or misconduct, and such failure or material inaccuracy is the direct cause of Contractor’s delay or inability to perform; and (ii) ComEd fails to perform or correct such ComEd Responsibility after Contractor has provided reasonable written notice to ComEd describing such unperformed ComEd Responsibility and the impact of such failure on Contractor’s performance. Contractor acknowledges and agrees that ComEd’s Responsibility are not intended as contractual duties or obligations of ComEd, but rather as conditions precedent to the duties and obligations of Contractor directly affected by such ComEd Responsibilities. No failure by ComEd to perform any ComEd Responsibility shall constitute a breach of this Agreement; provided, however, that the provisions of this Section 29.2 shall not limit Contractor’s remedies in the case of ComEd’s breach of this Agreement.

29.3 Out of Scope Items.

Any special furnishings, other than basic office furnishings designated by ComEd, and supplies for the use of Contractor’s personnel are the exclusive responsibility of Contractor. The Contractor shall be responsible for furnishing its personnel with personal computers. ComEd will be responsible for reasonable telephone usage charges of Contractor personnel from ComEd’s telephones in the performance of Contractor’s duties to ComEd. Contractor will be responsible for all other telephone usage charges of Contractor personnel.

40

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to sign this Agreement effective as of the date on the cover page.

Commonwealth Edison Company					Silver Spring Networks, Inc.
By:	/s/ Anne R. Pramaggiore				By:	/s/ Scott A. Lang
Anne R. Pramaggiore					Scott A. Lang
(Type or print name)					(Type or print name)
Title:			PRESIDENT & COO		Title:		CEO
Address for Notices issued pursuant to this Agreement or prior to the execution of a Purchase Order for a Specific Project					Address for Notices issued pursuant to this Agreement or prior to the execution of a Purchase Order for a Specific Project
440 S. LASALLE STREET					555 Broadway Ave
CHICAGO, IL 60605					Redwood City, CA 94063
Attn:		GENERAL COUNSEL			Attn: General Counsel
Exelon Business Services Company, LLC, solely as delegee of rights and benefits of Commonwealth Edison Company								***: /s/ ***
								***
By:	/s/ M. Bridget Reidy
M. Bridget Reidy
(Type or print name)
Title:				SVP Chief Supply Officer

EXHIBIT A

COMED AFFILIATES

Exelon Business Services Company, LLC

Exelon Generation Company, LLC

Exelon Enterprises Company, LLC (and its subsidiaries)

PECO Energy Company

Commonwealth Edison Company

Exelon Transmission Company, LLC

Exelon Wind, LLC

A-1

EXHIBIT B

***

Contractor (referred to in this Exhibit as “Silver Spring”) is delivering a smart grid platform designed to ***. Both applications benefit from the secure, highly available mesh network that reaches Silver Spring-enabled devices within the grid. This Silver Spring Networks *** is a highly scalable and robust RF mesh consisting of Access Points, which provide the take-out points in ***, which act as take-out points for ***; Relays, which are repeater devices that extend the reach of the RF signal; and intelligent endpoints, such as eBridges that link third-party *** and *** that reside within third-party electric meters. ***.

In the ***, the Communications Module integrated into electric meters provides the networking capability for metering endpoints. The system is ***. In addition, Silver Spring’s solution provides the ability to *** the *** in order to ***.

Silver Spring devices run the company’s UtilOS firmware, which allows them to *** and *** and *** with ***. The firmware supports *** such as *** and ***, and ***, including encryption.

For the back-office, UtilityIQ is a purpose-built, enterprise-class suite of applications designed specifically to take advantage of the capabilities of the Silver Spring mesh network and includes ***.

Silver Spring’s DA solution is implemented as part of the Smart Energy Platform and inherits all of its reliability and manageability characteristics. The *** consists of hardware, software, and services. The Silver Spring *** is comprised of the Silver Spring ***, which provides standards-based, industrial RF connections for real-time, two-way communications between *** systems. *** provides *** and *** for *** on ***, and the *** supports multiple *** for *** and *** to an ***. In addition, the *** acts as a *** for the ***. The *** may be chosen to be *** in terms of***.

The Silver Spring *** software provides centralized life-cycle management of a Silver Spring-based ***. *** includes network provisioning as well as event, firmware, and security management, and it supports over the- air device configuration and firmware upgrades. *** to support ***, provides ***, and has an ***, ensuring that it can handle a *** and *** actively manages Silver Spring devices but it also understands the broader context of the RTUs connected to the Silver Spring network, including device relationships, the geographic/physical locations of all assets, their IP and DNP3 addresses, and the communications traffic flowing to and from ***.

EQUIPMENT

Access Point - an open standards-based gateway that provides advanced utility networking services, including addressing, routing/switching, health information, network time, security and encryption. The Access Point comes with an open standards-based, 902-928 MHz transceiver or NAN (Neighborhood Area Network) interface, and can be configured with a variety of backhaul options - 3G modems (with automatic fallback to 2G speed if necessary), satellite transceivers, or Ethernet 10/l00Mbps. Frequency ranges may be modified to comply with the specific country requirements. Power is provided to the unit by a photocell power/power tap adapter plug device, direct connection to 120/240 VAC secondary or transformer or through a standard 120 VAC cable and plug. The Access Point has an optional battery back-up power supply that enables it to support automated power outage reporting and restoration.

Battery Backup - a battery backup option that allows Access Points and Relays to operate during outages.  The ***, which will *** over the ***. *** operates the *** on a *** (i.e., the *** is defined as *** followed by ***.

Communications Module (also known as a “NIC”) - an open standards-based, 902-928 MHz transceiver that provides advanced two-way networking capabilities for a variety of residential, commercial and industrial electricity meters. NIC frequency ranges may be modified to comply with the specific country requirements.

NIC4XX with GPRS option - incorporates a GPRS modern option onto the standard NIC4XX along with the 900 MHz NAN and 2.4 GHz HAN radios, and seamlessly integrates into the UtilityIQ Suite.

Field Service Unit (FSU) - a 900 MHz FHSS radio that works with a laptop or handheld computer to provide field service personnel the ability to wirelessly interrogate Silver Spring’s radio communications devices. It is powered by a USB connection, operates in the Frequency Range of 902-928 MHz, and utilizes 83 hopping channels. Frequency ranges may be modified to comply with the specific country requirements.

eBridge Master - a communication device serving as the take-out point for the RF mesh network to the backhaul network. The eBridge Master is equipped with an Ethernet port and is typically installed at a substation with IP network backhaul. The eBridge Master also has a serial port if a substation RTU needs to be utilized and there is no IP backhaul available.

B-1

eBridge - a communications device to interface to a variety of third-party distribution automation devices. The eBridge uses Silver Spring’s open, IP-based 902-928 MHz mesh transceiver platform. Frequency ranges may be modified to comply with the specific country requirements. The Bridge supports serial and Ethernet inputs, DC power input and can support a variety of third-party antennas using an SMA connector. The eBridge supports IPv4 and IPv6, and comes preconfigured to support the popular DNP3 protocol. eBridges are sold as master or remote devices.

sBridge - a communications device to interface to a variety of third-party distribution automation devices. The sBridge uses Silver Spring’s open, IP-based 902-928 MHz mesh transceiver platform. Frequency ranges may be modified to comply with the specific country requirements. The sBridge supports two serial inputs, DC power input and can support a variety of third-party antennas using an SMA connector. The sBridge supports IPv4 and IPv6, and comes preconfigured to support the popular DNP3 protocol. The sBridge supports the remote function but not the master function.

*** - *** that *** out of *** such as***.

***,

Mounting Equipment - equipment for mounting Access Points and Battery Backups to a range of utility assets. Mounting Kits are offered in several formats, including:

· Utility pole kits (wood/concrete)

· Light pole /lamp arm kits

· Wall kits

· Pad-mounted enclosure kits

Relay - an open standards-based, 902-928 MHz networking relay that provides advanced forwarding capabilities and boosts the RF signal to extend network coverage. Frequency ranges may be modified to comply with the specific country requirements. The Relay is packaged in a standard form factor that can be installed on a variety of surfaces: pole mounted with streetlight power taps or wall mounted operating from a wide line voltage (120 VAC to 277 VAC), and as a pole-top device with an integrated photovoltaic switch.

SOFTWARE

*** - a web-based interactive application that utilizes meter interval data to provide feedback to utility customers about how much energy they are using, analyzes that usage and presents the analysis through a suite of interactive charts and web pages. *** can be customized with utility-specific rate structures to provide bill estimates and cost analysis. *** must be *** with the *** or other *** to *** on a *** and ***.

***.

*** - a central network management system that provides a real-time and historic view into the health and status of the Bridge communication network and its devices. *** provides the following network management capabilities:

· Poll infrastructure devices for status, performance, and capacity metrics.

· Ad-hoc reporting for any polled metric or device.

· Troubleshoot a network device using interactive diagnostic tools

· Periodic reporting of key capacity and performance metrics.

· Monitor high level network status via a dashboard.

· Centralized configuration management along with over-the-air configuration change and audit capabilities.

· Historic retention of polled data.

*** - an open standards-based network operating system for utility information and control networks. *** provides a suite of utility networking services, including addressing, routing/switching, health, network time, security and encryption.

*** - a suite of applications for advanced metering, outage detection, voltage monitoring, demand response, and HAN communications management. The *** suite of applications includes the following:

UtilityIQ Advanced Metering Manager (AMM) - an advanced metering application that provides meter device lifecycle management, enabling the collection of advanced metering information. UtilityIQ AMM’s web-based interface allows utility operators to configure groups, schedules and exports across a variety of electric and gas devices enabling the collection, management and analysis of consumption, time of use, interval data, power quality measures and status logs.

2

*** - *** that manages the delivery, float, and activation of Firmware and provides image management, project management and alerts related to the Firmware update process.

UtilityIQ Network Element Manager (NEM) - a standalone software application that provides a real-time view into the health and status of the network and its devices and the following network management capabilities:

· Poll infrastructure devices for status, performance, and capacity metrics.

· Ad-hoc charting for any polled metric or device.

· Periodic reporting of key capacity and performance metrics.

· Alert on asynchronous network events and/or performance/capacity policy violations.

· Monitor network events via filterable event list.

· Monitor high level network and service status via a dashboard.

· Troubleshoot any device via interactive diagnostics console.

· Forward events to third-party “Manager of Managers”.

*** - an application for managing HAN devices, creating and managing demand response programs and providing analytics/reports about load shed and customer participation. *** is architected for Silver Spring’s mesh network. *** is also integrated with *** to provide energy usage and demand response program information to utility end customers.

*** - an enterprise software application for managing Home Area Network devices and enabling demand response signaling to end devices. HCM has been designed for efficient signaling over the Silver Spring AMI network.

*** - enables rapid identification of outages and supports restoration activities by correlating outage and restoration to connectivity patterns and providing a visual presentation of outage severity, location and restoration. *** also provides the ability to track and resolve events by time, type, and duration. Meter data logs can be leveraged for accurate outage/restoration accounting and reporting. ODS includes programmable event alerting, tracking, and reporting features.

*** - an add-on application that manages the configuration of register and interval recording on either the NIC or meter.

*** consists of *** and a *** that *** the ***.

***.

TOOLS

Bridge Configurator (formerly DARTER) - configures Bridges and performs basic troubleshooting, primarily in a ***. Several different *** scenarios and network configurations are supported by this tool.

Communications Tester (formerly CATT) - a software tool for testing and analyzing the NAN. Communications Tester typically runs on a laptop PC connected to a Field Service Unit (FSU) over a USB port. The software transmits messages through the FSU to network devices, receives messages from network devices through the FSU, and provides tools for logging and analyzing received messages. Field service personnel can use Communications Tester to perform a range of radio frequency tests and advanced metering or network management tasks, including on-demand electric meter reads, electric meter program detection, firmware updates, protocol analysis, security checks, and syslog analysis. It also provides tools necessary for survey, installation, field testing, and troubleshooting of network equipment.

Meter Communications Module Tester (formerly MANTIS) - a radio frequency software tool for testing electricity meters equipped with a NIC. The software runs on a Windows laptop or desktop computer connected to a FSU over a USB port. The software transmits messages through the FSU to NICs, receives messages from NICs through the FSU, and provides tools for logging and analyzing received messages. The testing software and the FSU can perform a range of radio frequency tests including on-demand meter reads and meter/NIC verification. The Electricity Communications Module Tester software is currently licensed pursuant to a separate license agreement.

***.

*** from *** such as *** and ***with *** as provided by a *** supports the *** of ***, as well as the  *** of the *** is capable of *** to support *** of ***.

3

EXHIBIT C

CERTIFICATE OF FINAL COMPLETION OR ACCEPTANCE

Pursuant to the Amended and Restated Services and Materials Agreement between Commonwealth Edison Company (“ComEd”) and Silver Spring Networks, Inc., entered into as of January 2012, ComEd hereby acknowledges that the [Software/Equipment/Services] listed in Attachment A to this Certificate of Final Completion or Acceptance was delivered to ComEd and accepted ComEd as of.

Commonwealth Edison Company

By:

[Print Name]

[Title]

C-1

EXHIBIT D

[Reserved]

D-1

EXHIBIT E

THIRD PARTY PERSONNEL ACKNOWLEDGEMENT

I (‘Contractor Personnel”), acknowledge that I am an employee of (“Contractor”). I acknowledge that my relationship with Commonwealth Edison Company, its affiliates, subsidiaries or any of successor (the “ComEd Entities”) is that of an independent contractor, not an employee of any of the ComEd Entities, and that all services performed by me for one or more of the ComEd Entities is pursuant to an Agreement between ComEd and (“Contractor”), as an employee of Contractor or one if its Subcontractors, as applicable. I also acknowledge that during the period I perform services for or on behalf of the ComEd Entities pursuant to an arrangement with Contractor, I am not entitled to compensation of any kind from ComEd or to participate in any employee benefit plan or program of any kind offered to any employee of the ComEd Entities, and I expressly waive any and all such compensation and benefits. I understand that the preceding sentence will not prohibit me from receiving any earned and vested pension or retiree health care benefits from the ComEd Entities to which I may already be entitled as a former employee of one of the ComEd Entities.

In addition, I represent the following:

1. Check one: I am not a former employee of one of the ComEd Entities. OR I am a former employee of one of the ComEd Entities

2. If I am a former employee of one of the ComEd Entities:

A. My ComEd Employee ID number (if available) was:

B. Check one: I am not eligible to receive (and am not currently receiving) a benefit under a ComEd pension plan. OR I am eligible to receive benefits under a ComEd pension plan.

3. I am not currently employed by ComEd and will not accept employment with ComEd that commences during the period I am employed by Contractor.

E-1

4. If (a) I am a ComEd Retiree, I have not and will not provide any services on ComEd matters, or (b) I am not a ComEd Retiree, I have not provided, and will not provide, services designated by ComEd as “Staff Augmentation” services on ComEd matters, regardless of whether such services were provided by me as an employee of Contractor or any other third party employer or regardless of hours worked, for a total period in excess of one year, unless ComEd has granted me a written exception to such one-year period prior to reaching the one year aggregate period.

CONTRACTOR PERSONNEL

Signed:

Print Name:

Date:

Note: An executed acknowledgement shall be provided to Contractor named above.

E-2

EXHIBIT F

MATERIAL CLAIMS

1. ***.

2. On June 17, 2011, EON Corp. IP Holdings, LLC, a non-producing entity, filed suit in United States District Court for the Eastern District of Texas, Tyler Division against a number of smart-grid providers, including Landis+Gyr AG, which was acquired by Toshiba Corporation, Aclara Powerline System Inc., Elster Solutions, LLC, Itron, Inc., Trilliant Networks Inc. and Contractor. The complaint alleges infringement of United States Patent Nos. 5,388,101, 5,481,546, and 5,592,491 by certain networking technology and services that we and the other defendants provide. Contractor’s response to the plaintiff’s complaint was filed on December 19, 2011.

3. TransData Inc. (“TransData”) has filed patent infringement lawsuits against a number of utilities, including, on September 16, 2011 against Contractor’s customer, Oklahoma Gas & Electric (“OG&E”). TransData claims that OG&E infringed multiple patents owned by TransData for making, using, offering to sell, selling or importing electric meters, including GE’s 1-210 electric meters with the Company’s wireless modules (the “TransData Suit”). Contractor and GE have agreed to indemnify OG&E from the TransData Suit.

F-1

EXHIBIT G

[RESERVED]

G-1

EXHIBIT H

TRANSITION SERVICES

1.1 General. Upon expiration or termination of the Agreement and at all times subject to the terms and conditions of the Agreement, Contractor will provide support to ComEd, as outlined in this exhibit, to support the effective transition the operation and maintenance of the System performed by Contractor to ComEd or a third party or to orderly transition ComEd off of the System as directed by ComEd in accordance with the Agreement. For ease of reference, the Transition Assistance Period (as defined below) shall be divided into three phases: Pre­Transition, Transition Execution and Post-Transition.

1.2Cooperation. During the Pre-Transition period, Contractor shall assist ComEd and/or its designee in developing and implementing a plan (the “Transition Services Plan”) for transition of Services under the Agreement and/or applicable Statement of Work from Contractor, including preparing that part of the plan covering activities for which Contractor is responsible. The Transition Services Plan shall be subject to and incorporated into the Agreement via an applicable Statement of Work or Change Order.

1.3Transition Services Plan. The Transition Services Plan will provide for each Party to use Commercially Reasonable efforts to assist the other Party in the orderly termination of the affected Contractor Services and the transfer of all work-in-progress, and other items and materials in accordance with the Agreement to facilitate the orderly, non-disrupted business continuation of ComEd. Contractor shall comply with the roles and responsibilities set out and imposed upon it in the Transition Services Plan. The Transition Services Plan shall address without limitation:

(a) an identification of Services and related positions or functions that require transition and a schedule, plan and procedures for ComEd and/or its designee, as applicable, assuming or reassuming responsibility therefore;

(b) documentation of existing and planned projects and support activities; and

(c) a schedule and plan for:

(i) Contractor’s return to ComEd upon the Parties’ mutual agreement and in accordance with the Agreement, of (a) any ComEd facility space then occupied by Contractor, (b) office furniture, equipment and related items previously provided by ComEd to Contractor, and (c) ComEd Confidential Information, ComEd information and data, documents, records, files, and other media in Contractor’s possession.

(ii) the continued provision of the Services during the Transition Assistance Period;

(iii) any due diligence process by ComEd or the new service provider on Contractor;

(iv) negotiation and execution of a license in respect of Contractor’s intellectual property, if any;

(vi) work shadowing and any other reasonable means to effect a prompt knowledge transfer;

(vii) a communications strategy; and

(viii) provision of Post-Transition Services (including the provision of any technical advice to ComEd where appropriate to ensure maintenance of Services by ComEd).

(d) criteria for acceptance of all termination activities and Work Product and a template for indicating ComEd’s acceptance of termination activities and Work Product.

(e) once the Transition Services Plan has been agreed upon, both Parties will comply with it during the Transition Assistance Period, as provided below.

2. Fees for Transition Services. To the extent that ComEd is required to pay for such Transition Services pursuant to the terms of the Agreement, Contractor shall be paid for all such Transition Services provided in accordance with the relevant Statement of Work or Change Order for such Transition Services

3. Provision of Transition Services. Contractor shall furnish Transition Services to ComEd as set forth in the Transition Services Plan for the period agreed on by Contractor and ComEd (***) on the terms and conditions and charges as contained in the Agreement or the relevant Statement of Work or Change Order governing such Transition Services (“Transition Assistance Period”). ComEd may reallocate Contractor resources then being used to provide the Services under the Agreement or applicable Statement of Work to the provision of Transition Services under the relevant Statement of Work or work order.

4. Confidentiality and IP Protection. If ComEd requests that the Transition Services be provided in connection with the transition of the Services to an alternative third-party service provider who is a competitor of Contractor, ComEd shall use commercially

H-1

reasonable efforts to cause such service provider to execute such confidentiality, nondisclosure and intellectual property protection agreements and to adhere to such customary requirements as the Parties may reasonably request and agree.

5. Post-Transition Obligations. Promptly after transition of the Services, each Party shall, at its expense, forthwith return to the other, or certify to the other in writing as to the destruction of, if the other Party in writing instructs that such be destroyed), all data, backup disks, materials and other properties of the other Party then its possession or stored in any off-site facility, all in accordance with the requirements of the Agreement.

H-2

EXHIBIT I

CONTRACTOR POLICY ON BACKGROUND CHECKS

Process: Silver Spring Networks, Inc. (SSN) performs background checks to verify the credentials of each of its candidates for employment and each of its current employees. Background checks are performed by SSN with the assistance of an established agency which specializes in these services. SSN does not release the results of background checks, other than the pass/fail results of the checks.

SSN reviews the following background information:

Department of Motor Vehicle Check

SSN reviews Department of Motor Vehicle records to verify date of birth. (Date of birth is required to perform an accurate criminal record check.)

State Court and Federal Court Criminal Record Check

SSN reviews state and federal criminal felony conviction records for the past seven years.

Social Security Number and Address Verification

SSN conducts a Social Security Number/Address verification search, using the Social Security number supplied by the worker. SSN also reviews a list of past addresses associated with the Social Security number. Past addresses are used to establish the jurisdiction(s) in which the individual has lived in the prior seven years. As noted above criminal checks will be conducted in this jurisdiction or these jurisdictions.

Verification of Employment

SSN verifies each worker’s employment history for the past seven years. If the worker had only one employer in the past seven years then SSN also verifies the immediately prior employer, if any.

Verification of Professional References

SSN verifies three to five professional references provided by the worker.

Verification of Education

SSN confirms the highest degree obtained from an educational institute and the year in which the degree was awarded.

I-1

EXHIBIT J

ESCROW AGREEMENT

Copy to be provided and appended hereto.

J-1

Multi Licensee Deposit Account

Software and Manufacturing Know How Escrow

Agreement

(Premium Solution)

Date	April 4, 2007
Licensor	Silver Spring Networks, Inc.
Agreement Number	38105 and 41932

Notice: The parties to this Agreement are obliged to inform NCC Group of any changes to the Software or in their circumstances (including change of name, principal office, contact details or change of owner of the intellectual property in the Software).

Ecrow Agreement Dated:

Between:

(1) Silver Spring Networks, lnc. whose principal office is at [Licensoraddress] (“Licensor”); and

(2) NCC Group, lnc. a corporation organized and existing under the laws of Virginia with its principal office at l731 Technology Drive, Suite 880. San Jose, California 95110, USA (“NCC Group”).

Background:

(A) Licensee has been granted a license to use the Software which comprises computer programs.

(B) Certain technical information and/or documentation relating to the Software is the confidential information and intellectual property of Licensor or a third party.

(C) Licensor acknowledges that in certain circumstances, such information and/or documentation would be required by Licensee in order for it to continue to exercise its right under its License Agreement with the Licensor.

(D) The parties therefore agree that such information and/or documentation should be place with a trusted third party, NCC Group, so that such information and/or documentation can be released to Licensee should certain circumstances arise.

Agreement:

In consideration of the mutual undertakings and obligations contained in this Agreement, the parties agree that:

1 Definitions and Interpretation

1.1 In this Agreement the following terms shall have the following meanings:

“Agreement” means the terms and conditions of this multi licensee deposit account software escrow agreement set out below, including the Schedules and Appendices hereto.

“Confidential Information” means all technical and/or commercial information not in the public domain and which is designated in writing as confidential by any party.

“Deposit Account” means an account set up on the execution of a Deposit Account Agreement under which specific Escrow Material is deposited by the Licensor with NCC Group.

“Deposit Account Agreement” means an agreement in the form attached as Appendix 1, for the setting up of a Deposit Account.

“Deposit Form” means the form at Schedule 1 which is to be completed by Licensor and delivered to NCC Group with each deposit of the Escrow Material.

“Escrow Material” means the Source Code of the Software and such other material and documentation (including updates and upgrades thereto and new versions thereof) as are necessary to be delivered or deposited to comply with Clause 3 of this Agreement.

“Full Verification” means the tests and processes forming NCC Group’s Full Verification service and/or such other tests and processes as may be agreed between the parties for the verification of the Escrow Material.

‘‘Integrity Testing” means those tests and processes forming NCC Group’s Integrity Testing service, in so for as they can be applied to the Escrow Material.

‘‘Intellectual Property Rights” mean any copyright, patents, design patents, registered designs, design rights, utility models, trademarks, service marks, trade secrets, know how. database rights, moral rights, confidential Information, trade or business names, domain names, and any other rights of a similar nature including industrial and proprietary rights and other similar protected rights in any country or jurisdiction together with all registrations, applications to register and rights to apply for registration of any of the aforementioned rights and any licenses of or in respect of such rights.

“License Agreement” means the agreement under which a Licensee was granted a license to use the Software.

“Licensee” means any person, firm, company or other entity:

1.1.1 to whom a license to use the Software has been granted: and

1.1.2 whom a License has approved for registration under a Deposit Account Agreement; and

2

1.1.3 who has agreed to be bound by the terms and conditions of a Deposit Account Agreement by executing a completed Registration Agreement, forwarding the same to NCC Group and the receipt and registration of which has been acknowledged by NCC Group in writing to Licensor and Licensee; 

and references in this Agreement to Licensee shall be to the relevant Licensee or Licensees given the context in which such references is made.

“Letter of intent” means the form completed by Licensor or Licensee containing the information to enable NCC Group to set up this Agreement a Deposit Account Agreement or a Registration Agreement.

“Registration Agreement” means an agreement in the form set out in Appendix 2 to be signed by Licensor, NCC Group and any company wishing to be a party to a Deposit Account Agreement or Deposit Account Agreements, as a Licensee and, accordingly, to take the benefit of and be bound by the terms and conditions of the Agreement including payment obligations as may be defined in the Registration Agreement.

“Release Purposes” means the sole and limited purposes of understanding, maintaining, modifying and correcting the Software exclusively for and on behalf of Licensee together with such other purposes (if any) as are explicitly permitted under the License Agreement.

“Software” means the software together with any updates and upgrades thereto and new versions thereof licensed to Licensee under the License Agreement details of which are set out in Schedule 1 of a Deposit Account Agreement. Software may be accompanied by technical specifications relating to hardware and firmware.

“Source Code” means the computer programming code of the Software in human readable form.

1.2 This Agreement shall be interpreted in accordance with the following:

1.2.1 headings are for ease of reference only and shall not be taken into consideration in the interpretation of this Agreement;

1.2.2 all references to Clauses and Schedules are references to Clauses and Schedules of this Agreement; and

1.2.3 all references to a party or parties are references to a party or parties to this Agreement.

2 Deposit Accounts

2.1 Each time that the Licensor wishes to deposit different Escrow Material under the terms of this Agreement, the Licensor and NCC Group must execute a completed Deposit Account Agreement containing the details of the Escrow Material to be deposited in accordance with the obligations contained in Clause 3.

2.2 Each signed Deposit Account Agreement shall be supplemental to and be governed by the terms of this Agreement.

2.3 For the avoidance of doubt, if the Escrow Material to be deposited is onupdate to or development of Escrow Material already deposited under on existing Deposit Account the deposit of such Escrow Material shall not require a new Deposit Account and shall be deposited under the relevant existing Deposit Account.

3 Licensor’s Duties and warranties

3.1 Licensor shall:

3.1.1 deliver a copy of the Escrow Material to NCC Group within 30 days of the date NCC Group receives an executed Deposit Account Agreement;

3.1.2 deliver an update or replacement copy of the Escrow Material to NCC Group within 30 days of a material update, error correction, enhancement, maintenance release or functional modification to the Software which results in an updated delivery of the object code version of the Software to Licensee:

3.1.3 ensure that each copy of the Escrow Material deposited with NCC Group comprises the Source Code of the latest version of the Software used by Licensee;

3.l.4 deliver to NCC Group an update or replacement copy of the Escrow Material within 30 days after the anniversary of the last delivery of the Escrow Material to ensure that the integrity of the Escrow Material media is maintained;

3

3.1.5 deliver with each deposit of the Escrow Material a Deposit form which includes the following information: 

3.1.5.1 details of the deposit including the full name of the Software (i.e. the original name as set out under Schedule 1 to the Deposit Account Agreement together with any new names given to the Software by Licensor), Version details, media type, backup command/software used, compression used, archive hardware and operating system details; and

3.1.5.2 password/encryption details required to access the Escrow Material;

3.1.6 deliver with each deposit of the Escrow Material the following technical information (Where applicable):

3.1.6.l documentation describing the procedures for buildings, compiling and installing the Software, including names and versions of the development tools;

3.1.6.2 Software design information (e.g module names and functionality); and

3.1.6.3 name and contact details of employees with knowledge of how to maintain and support the Escrow Material; and

3.1.7 deposit a detailed list of the suppliers of any third party software and tools required to access, install, build or compile or otherwise use the Escrow Material.

3.2 Licensor warrants to both NCC Group and Licensee at the time of each deposit of the Escrow Material with NCC Group that:

3.2.1 it has the full right, ability and authority to deposit the Escrow Material;

3.2.2 in entering into this Agreement and any Deposit Account Agreement and performing its obligations under such agreements, it is not in breach of any of its ongoing express or implied obligations to any third party(s); and

3.2.3 the Escrow Material deposited under Clause 3.1 contains all information in human-readable form and is on suitable media to enable a reasonably skilled programmer or analyst to understand, maintain, modify and correct the software.

4 Licensee’s Responsibilities and Undertakings

4.1 Licensee shall notify NCC Group of any change to the Software that necessitates a replacement deposit of the Escrow Material.

4.2 In the even that the Escrow Material is released under Clause 7, Licensee shall:

4.2.1 keep the Escrow Material confidential at all times;

4.2.2 use the Escrow Material only for the Release Purpose;

4.2.3 not disclose the Escrow Material to any person save such of Licensee’s employees or contractors who need to know the same for the Release Purposes. In the event that Escrow Material is disclosed to its employees or contractors. Licensee shall ensure that they are bound by the same confidentiality obligations as are contained in this Clause 4.2;

4.2.4 hold all media containing the Escrow Material in a safe and secure environment when not in use; and

4.2.5 forthwith destroy the Escrow Material should Licensee cease to be entitled to use the Software under the terms of the License Agreement.

5 NCC Group’s Duties

5.1 NCC Group shall:

5.1.1 at all times during the term of this Agreement, retain the latest deposit of the Escrow Material in a safe and secure environment;

5.1.2 notify Licensor and the relevant Licensee of the acceptance of any Registration Agreement; and

4

5.l.3 inform Licensor and Licensee of the receipt ofany deposit of the Escrow Material by sending to both parties a copy of the Deposit Form and/or the Integrity Testing report or Full Verification report (as the case may be) generated from the testing processes carried out under Clause 11. 

5.2 In the event of failure by Licensor to deposit any Escrow Material with NCC Group, NCC Group shall not be responsible for procuring such deposit and may, at its sole discretion, notify the Licensor and Licensee of Licensor’s failure to deposit any Escrow Material.

5.3 NCC Group may appoint agents, contractors or sub-contractors as it deems fit to carry out the Integrity Testing and the Full Verification processes. NCC Group shall ensure that any such agents, contractors and sub-contractors are bound by the same confidentiality obligations as are contained in Clause 9.

5.4 NCC Group has the right to make such copies of the Escrow Material as may be necessary solely for the purposes of this Agreement.

6 Payment

6.1 The parties shall pay NCC Group’s fees and charges as published from time to time or as otherwise agreed, in the proportions set out in the Letter of Intent between the parties. NCC Group’s fees as published are exclusive of any applicable sales tax.

6.2 If NCC Group is required to perform any additional or extraordinary services as a result of being an escrow agent including intervention in any litigation or proceeding, NCC Group shall receive reasonable compensation for such services and be reimbursed for all costs incurred, including reasonable attorney’s fees.

6.3 NCC Group shall be entitled to review and vary its standard fees and changes for its services under this Agreement from time to time but no more than once a year and by no more than eight percent (8%) of the prior year’s fees and only upon 45 days written notice to the parties.

6.4 All invoices are payable within 45 days from the date of invoice. Interest shall accrue at the lesser of 1.5% per month or the maximum amount permitted by applicable law for any fees that are undisputed by the paying party and remain unpaid for more than 45 days past the due date of the applicable invoice.

6.5 In the event of a dispute made in good faith as to the amount of fees, the party responsible for payment agrees to remit payment on any undisputed amount(s) in accordance with Clause 6.1 above. In such circumstances, the interest on the fees shall not accrue as to any disputed amounts unless not paid within 30 days after such dispute has been resolved by the parties.

6.6 NCC Group shall have no obligations under this Agreement until the initial invoice has been paid in full.

7 Release Procedures

7.1 Subject to: (i) the remaining provisions of this Clause 7 and (ii) the receipt by NCC Group of the fees chargeable upon a release and any other fees and interest (if any) outstanding under this Agreement, NCC Group will release the Escrow Material to a duly authorized representative of Licensee if any of the events listed at clause 6 of the Registration Agreement (“Release Event(s)”) occur.

7.2 Licensee must notify NCC Group of the Release Event specified by delivering to NCC Group a notice in writing (“Notice”) declaring that such Release Event has occurred and specifying the Deposit Account(s) so affected, and setting out the facts and circumstances of the Release Event, that the License Agreement and any maintenance agreement, if relevant, for the Software was still valid and effective up to the occurrence of such Release Event and exhibiting such documentary evidence in support of the Notice as NCC Group shall reasonably require.

7.3 Upon receipt of a Notice from Licensee claiming that a Release Event has occurred:

7.3.1 NCC Group shall submit a copy of the Notice to Licensor (with a copy to the Licensee in order to acknowledge receipt of the Notice) by courier or other form of guaranteed delivery; and

7.3.2 unless within 14 calendar days after the date of dispatch of the Notice by NCC Group, NCC Group receives a counter-notice in writing from Licensor stating that in their view no such Release Event has occurred or, if appropriate, that the event or circumstance giving rise to the Release Event has been rectified as shown by documentation in support thereof.

NCC Group will release a copy of the Escrow Material to Licensee for its use for the Release Purposes.

5

7.4 Upon receipt of the counter-notice from Licensor under Clause 7.3.2, NCC Group shall send a copy of the counter-notice and any supporting evidence to Licensee (with a copy to licensor in order to acknowledge receipt of the counter-notice) by courier or other form of guaranteed delivery. 

7.5 Within 90 days of dispatch of the counter-notice by NCC Group, Licensee may give notice to NCC Group that they wish to invoke the dispute resolution procedure under Clause 8.

7.6 If, within 90 days of dispatch of the counter-notice by NCC Group to Licensee, NCC Group has not been informed by Licensee that they wish the dispute resolution procedure under Clause 8 to apply, the Notice submitted by Licensee will be deemed to be no longer valid and Licensee shall be deemed to have waived their right to release of the Escrow Material for the particular reason or event specified in the original Notice. In such circumstances, this Agreement shall continue in full force and effect.

8 Disputes

8.1 Upon receipt of Licensee’s notice requesting dispute resolution pursuant to Clause 7.5above, NCC Group shall notify Licensor of the Licensee’s request for dispute resolution. Licensor and Licensee may submit their dispute to expedited nonbinding arbitration in Santa Clara County, California or Palm Beach County, Florida under Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed by the said rules. A copy of such decision shall be delivered immediately to Licensor, Licensee and NCC Group. To the extent Licensor and Licensee elect binding arbitration, the parties shall use their best efforts to commence the arbitration proceedings within 14 days following delivery of the counter-notice. Prior to the initiation of any binding arbitration procedure, the Licensor and Licensee shall use their commercially reasonable efforts to mutually agree upon (i) the maximum length of time of the arbitration from the date of notice of binding arbitration to the date of the arbitrator’s decision, (ii) the number of document requests (including subparts), (iii) the number of interrogatories (including subparts) on opposing parties, (iv) number of subpoena to third parties for testimonial depositions (and the length of such depositions), and (v) all other discovery matters will be governed by the Federal Rules of Civil Procedure. The arbitrator shall not have authority to award punitive damages. All expedited procedures prescribed by the AAA Commercial Arbitration Rules shall apply. The arbitrator shall either be a retired jurist or engaged in the practice of law with no less than ten (10 years’ experience in the area of software licensing or commercial information systems contract disputes. No person may be appointed as on arbitrator unless he or she is independent of each party, is knowledgeable regarding the subject matter of the dispute. The sole question to be determined by the arbitrator shall be whether or not there existed a Release Event of the time Licensee delivered the Notice to NCC Group and whether the event or circumstance giving rise to the release event has been rectified.

8.2 lf the arbitrator finds that a Release Event existed at the time of delivery of the Notice to NCC Group, NCC Group is hereby authorized to release and deliver the Escrow Material to the licensee within 5 working days of the decision being notified by the arbitrator to the parties. If the arbitrator finds to the contrary, then NCC Group shall not release the Escrow Material and shall continue to hold it in accordance with the terms of this Agreement.

8.3 The parties hereby agree that the costs and expenses of the arbitrator, the reasonable attorneys’ fees and costs incurred by the prevailing party in the arbitration and any costs incurred by NCC Group in the arbitration shall be paid by the non-prevailing party.

8.4 IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENT, THE PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY TO THIS AGREEMENT., THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE CUSTOMER TO ENTER INTO THIS AGREEMENT.

9 Confidentiality

9.1 The Escrow Material shall remain at all times the confidential and intellectual property of Licensor

9.2 In the event that NCC Group releases the Escrow Material to Licensee, Licensee shall be permitted to use the Escrow Material only for the Release Purpose.

9.3 Subject to Clause 9.4, NCC Group agrees to keep all Confidential information relating to the Escrow Material and/or the software that comes into its possession or to its knowledge under this Agreement in strict confidence and secrecy. NCC Group further agrees not to make use of such information and/or documentation other than for the

6

purposes of this Agreement and, unless the parties should agree otherwise in writing and subject to Clause 9.4, will not disclose or release it other than in accordance with the terms of this Agreement.  

9.4 NCC Group may release the Escrow Material to the extent that it is required by applicable court order, judgment or decree provided that NCC Group has notified Licensor and Licensee prior to such required release, has given Licensor and/or Licensee an opportunity to contest (at their own expense) such required release, within the time parameters mandated by such applicable court order, judgment or decree. NCC Group is hereby expressly authorized in its sole discretion to obey and comply with all orders, judgments, decrees so entered or issued by any court, without the necessity of inquiring as to the validity of such order, judgment or decree, or the court’s underlying jurisdiction. Where NCC Group obeys or complies with any such order, judgment or decree. NCC Group shall not be liable to Licensee, Licensor or any third party by reason of such compliance, notwithstanding that such order, judgment or decree may subsequently be reversed modified or vacated.

9.5 Any request by a Licensee under clause 11.3 for a Full Verification shall not be disclosed to any other Licensee(s).

10 Intellectual Property Rights

10.l The release of the Escrow Material to Licensee will not act as an assignment of any Intellectual Property Rights that Licensor or any third party possesses in the Escrow Material. However, upon deposit of the Escrow Material, the title to the media upon which the Escrow Material is deposited (“Media”) is transferred to NCC Group. Upon delivery of the Escrow Material back to Licensor, the title to the Media shall transfer back to the Licensor. If the Escrow Material is released to the Licensee, the title to the Media shall transfer to the Licensee.

10.2 The Intellectual Property Rights in the Integrity Testing report and any Full Verification report shall remain vested in NCC Group. Licensor and Licensee shall each be granted a non-exclusive right and license to use the Integrity Testing report for the purposes of this Agreement and their own internal purposes only. Licensor and the party who commissioned the Full Verification shall each be granted a non-exclusive right and license to use the Full Verification report for the purposes of this Agreement and their own internal purposes only.

11 Integrity Testing and Full Verification

11.1 NCC Group shall bear no obligation or responsibility to any party to this Agreement or person, firm, company or entity whatsoever to determine the existence, relevance, completeness, accuracy, operation, effectiveness, functionality or any other aspect of the Escrow Material received by NCC Group under this Agreement,

11.2 As soon as practicable after the Escrow Material has been deposited with NCC Group, NCC Group shall apply its integrity Testing processes to the Escrow Material.

11.3 Any party to this Agreement shall be entitled to require NCC Group to carry out a Full Verification. Subject to Clause 11.4, NCC Group’s prevailing fees and charges for the Full Verification processes and all reasonable expenses incurred by NCC Group in carrying out the Full Verification processes shall be payable by the requesting party.

11.4 If the Escrow Material fails to satisfy NCC Group’s Full Verification tests as a result of being defective or incomplete in content, NCC Group’s fees, charges and expenses in relation to the Full Verification tests shall be paid by Licensor.

11.5 Should the Escrow Material deposited fail to satisfy NCC Group’s Integrity Testing or Full Verification tests under Clauses 11.2 or 11.3, Licensor shall, within 14 days of the receipt of the notice of test failure from NCC Group, deposit such new, corrected or revised Escrow Material as shall be necessary to ensure its compliance with its warranties and obligations in Clause 3. If Licensor fails to make such deposit of the new, corrected or revised Escrow Material, NCC Group will issue a report to Licensee (with a copy to Licensor) detailing the problem with the Escrow Material as revealed by the relevant tests.

12 NCC Group’s Liability

12.1 Nothing in this Clause 12 excludes or limits the liability of NCC Group for its negligence or intentional misconduct.

12.2 Subject to Clause 12.1, no party shall be liable for any loss or damage caused to either Licensor or Licensee except to the extent that such loss or damage is caused by the negligent acts or omissions of or a breach of any contractual duty by such party, its employees, agents or sub-contractors and in such event such party’s total liability in respect of all claims arising under or by virtue of this Agreement or in connection with the performance or contemplated performance of this Agreement, shall not exceed the minimum dollar amounts of the insurance coverage required by

7

Clause 15.13 except in the case where such liability relates to the indemnification protection afforded NCC Group by Licensor and any subject Licensee. 

12.3 NCC Group shall not be responsible in any manner whatsoever for any failure or inability of Licensor or Licensee to perform or comply with any provision of this Agreement.

12.4 NCC Group shall not be liable in any wayto Licensor or Licensee for acting in accordance with the termsof this Agreement and specifically (without limitation) foracting upon any notice, written request, waiver, consent, receipt, statutory declaration or any other document furnished to it pursuant to and in accordance with this Agreement,

12.5 Subject to Clause II, NCC Group shall not be required to make any investigation into, and shall be entitled in good faith without incurring any liability to Licensor or Licensee to assume (without requesting evidence thereof) the validity, authenticity, veracity and due and authorized execution of any documents, written requests, waivers, consents, receipts, statutory declaration or notices received by itin respect of this Agreement.

13 Indemnify

Licensor agrees to defend and indemnify NCC Group and to hold NCC Group harmless from and against any claims, suits or other proceedings, actions, losses,costs, liabilities or expensesincurred in connection with the defense thereof (including reasonable attomey’s fees), in each case which may be imposed on, or incurred by or asserted against NCC Group in any way arising out of or relating to this Agreement provided, that Licensor shall not be liable for that portion of any such indemnification amount resulting NCC Group’s gross negligence or intentional misconduct or material breach of any contractual duty hereunder

14 Term and Termination

4.1 This Agreement and any Deposit Account Agreement shall continue until terminated in accordance with this Clause 14.

14.2 If Licensor or Licensee, as the case may be, fails to pay on invoice addressed to it for services under this Agreement and/or any Deposit Account Agreement within 45 days of its issue, NCC Group reserves the rightto give that party written notice to pay the outstanding invoice within 30 days. If Licensor has not paid its invoice by the expiry of the 30 day notice period, NCC Group will give Licensee(s) a period of 45 days to pay Licensor’s invoice, If Licensor or Licensee (as appropriate) has not paid its invoice after being given notice in accordance with this Clause, NCC Group shall have the right to terminate this Agreement, the relevant Deposit Account Agreement or the registration of Licensee (as appropriate) without further notice. Any amounts owed by Licensor but paid by Licensee(s) will be recoverable by Licensee(s) direct from Licensor as a debt and, if requested, NCC Group shall provide appropriate documentation to assist in such recovery.

14.3 Upon termination of this Agreement and/or a Deposit Account Agreement in their entirely under the provisions of Clause 14.2, for 30 days from the date of termination NCC Group will make the Escrow Material available for collection by Licensor or its agents from the premises of NCC Group during office hours. After such 30 day period NCC Group will destroy the Escrow Material.

14.4 Notwithstanding any other provision of this Clause l4, NCC Group may resign as Escrow Agent hereunder and terminate this Agreement and/or a Deposit Account Agreement(s) by giving sixty (60) days written notice to Licensor and Licensee(s). In the event that this Agreement and/or a Deposit Account Agreement is terminated in itsentirely, Licensor and Licensee(s) shall appoint a mutually acceptable new custodian on similar terms and conditions to those contained herein, if a new custodian isnot appointed within 14 days of delivery of such notice, Licensor or Licensee(s) shall be entitled to request the American Arbitration Association to appoint a suitable new custodian upon terms and conditions consistent with those in this Agreement. Such appointment shall be final and binding on Licensor and Licensee(s). If NCC Group is notified of the new custodian within the notice period, NCC Group will forthwith deliver the Escrow Material to the new custodian. If NCC group is not notified of the new custodian within the notice period and this Agreement and/or a Deposit Account Agreement has been terminated in its entirely, NCC Group will return the Escrow Material to Licensor.

14.5 Licensee may terminate any and all Deposit Account Agreements in respect of itself only at any time by giving sixty (60) days prior written notice toNCC Group.

14.6 If the License Agreement with a Licensee has expired or has been lawfully terminated, then Licensee shall endeavour to give notice to NCC Group within 14 days thereof to terminate its interest under the relevant Deposit Account Agreement(s), failing which, Licensor shall be entitled to give written notice to NCC Group to terminate the relevant Licensee’s interests under the relevant Deposit Account Agreement(s). Upon receipt of such a notice from Licensor, NCC Group shall notify Licensee of Licensor’s notice to terminate. Unless within 30 days of NCC

8

Group giving such notice to Licensee, NCC Group receives a counter-notice from Licensee disputing the termination of the license Agreement, then Licensee shall be deemed to have consented to such termination and Licensee’s rights under the relevant Deposit Account Agreement shall immediately automatically terminate. Any disputes arising under this Clause shall be dealt with in accordance with the dispute resolution procedure in Clause 8. Upon termination of all registered Licensee under a Deposit Account Agreement under this Clause, NCC Group shall return the Escrow material to Licensor. 

14.7 Subject to Clause 14.6, Licensor may only terminate the interests of any Licensee under a Deposit Account Agreement with thewritten consent of that Licensee.

14.8 Subject to Clause 14.6, Licensor may only terminate this Agreement or a Deposit Account Agreement in its entirely with the written consent of all Licensees.

14.9 A Deposit Account Agreement Shall automatically immediately terminate in respect of a Licensee upon release of the Escrow Material of that licensee in accordance with Clause 7.

l4.10 If this Agreement or a Deposit Account Agreement is superseded and replaced bya new agreement in respect of the Escrow Material, this Agreement and/or the relevant Deposit Account Agreement shall, upon the coming into force of the new agreement in respect of a Licensee automatically terminate inrespect of that Licensee. When this Agreement and/or a Deposit Account Agreement has been terminated in respect of all Licensees who are registered under it, if shall immediately terminate in its entirety. Licensor shall request NCC Group to either transfer the Escrow Material to the new agreement, If new material is deposited. upon its receipt, NCC Group shall, unless otherwise instructed, destroy the Escrow Material.

14.11 The termination of this Agreement and/or a Deposit Account Agreement in respect of a Licensee shall be without prejudice to the continuation of this Agreement and/or the Deposit Account Agreement in respect of any other Licensees

14.12 If any terminations of Licensees’ interests under this Agreement and/or a Deposit Account Agreement result in there being no Licenses registered under this Agreement and/or the Deposit Account Agreement, unless otherwise instructed by Licensor, this Agreement and/or the Deposit Account Agreement will continue and Escrow Material will be retained by NCC Group pending registration of other Licensees.

14.13 The provisions of Clauses 1, 4.2, 6, 9, 10, 11.1, 12, 13, 14.13 to 14.15 (inclusive) and l5 shall continue in full force after termination of this Agreement.

14.14 On and after termination of this Agreement and/or a Deposit Account Agreement, Licensor and/or Licensee(s) (as appropriate) shall remain liable lo NCC Group for payment in full of any fees and interest which have become due but which have not been paid as at the date of termination.

14.15 The termination of this Agreement and/or a Deposit Account Agreement, however arising, shall be without prejudice to the rights accrued to the parties prior to termination.

15 General

15.1 Licensor and Licensee(s) shall notify NCC Group and each other, within 30 days of itsoccurrence, of any of the following:

15.1.1 a change of its name, principal office, contact address or other contact details; and

15.1.2 any material change in its circumstances that may affect the validity or operation of this Agreement or a Deposit Account Agreement

15.2 This Agreement shall be governed by and construed according to the laws of the state of California, excluding that body of law known as conflict of law.

15.3 This Agreement, the relevant Deposit Account Agreement together with, in respect of each Licensee, their Registration Agreement represents the whole agreement relating to the escrow arrangements between NCC Group, Licensor and that Licensee for the Software and shall supersede all prior agreements, discussion, arrangements, representations, negotiations and undertakings. In the event of any conflict between these documents, the terms of this Agreement shall prevail.

15.4 Unless the provisions of this Agreement otherwise provide, any notice or other communication required or permitted to be given or made in writing hereunder shall be validly given or made if delivered by hand or courier or if dispatched by certified or registered mail (airmail if overseas) addressed to the address specified for the parties in this Agreement or their Registration Agreement (or such other address as may be notified to the parties from time to

9

time) or it sent by facsimile message to such facsimile number as has been notified to the parties from time to time and shall be deemed to have been received: 

(i) if delivered by hand or courier, one day following the time of delivery;

(ii) if sent by certified or registered mail (airmail if overseas), 3 business days after posting (6 days if sent by airmail);

(iii) if sent by facsimile, one day following the time of completion of the transmission of the facsimile with facsimile machine confirmation of transmission to the correct facsimile number of all pages of the notice.

15.5 Except where Licensor or Licensee merges, is acquired or has substantially all of its assets acquired and the new entity or acquirer agrees to assume all of their obligations and liabilities under this Agreement and the relevant Deposit Account Agreement, Licensor and Licensee shall not assign, transfer or subcontract this Agreement or any rights or obligations hereunder without the prior written consent of the other parties.

l5.6 NCC Group shall not be entitled to transfer or assign this Agreement without the prior written consent of Licensor and thereupon written notice to all Licensees, provided, however, that in the event of the acquisition of NCC Group, NCC Group shall be entitled to transfer or assign this Agreement in connection with such acquisition upon written notice to both Licensor and all Licensees.

1.5.7 This Agreement shall be binding upon and survive for the benefit of the successors in tittle and permitted assigns of the parties.

15.8 If any provision of this Agreement is declared too broad in any respect to permit enforcement to its full extent, the parties agree that such provision shall be enforced to the maximum extent permitted by lay and that such provision shall be deemed to be varied accordingly. If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, or unenforceable, it shall, to the extent of such illegality, invalidity or unenforceability, be deemed severable and the remaining part of the provision and the rest of the provisions of this Agreement shall continue in full force and effect.

15.9 Save as expressly provided in this Agreement, no amendment or variation of this Agreement or a Deposit Account Agreement shall be effective unless in writing and signed by a duty authorized representative of each of the parties to it.

l5.10 The parties shall not be liable to each other or be deemed to be in breach of this Agreement by reason of any delay in performing, or failure to perform, any of their obligations under this Agreement if the delay or failure was for a reason beyond that party’s reasonable control (including, without limitation, fire, flood, explosion, epidemic, riot, civil commotion, any strike, lockout or other industrial action, act of God, war or warlike hostilities or threat of war, terrorist activities, accidental or malicious damage, or any prohibition or restriction by any governments or other legal authority which affects this Agreement and which is not in force on the date of this Agreement). A party claiming to be unable to perform its obligations under this Agreement (either on time or at all) in any of the circumstances set out above must notify the other parties of the nature and extent of the circumstances in question as soon as practicable. If such circumstances continue for more than six months, any of the other parties shall be entitled to terminate this a Agreement by giving one month’s notice in writing.

15.11 No waiver by any party of any breach of any provisions of this Agreement shall be deemed to be a waiver of any subsequent or other breach and, subject to Clause 7.6, no failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver thereof.

15.12 This Agreement may be executed in any number of counterparts and by different parties in separate counterparts. Each counterpart when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.

15.13 NCC Group shall, at its sole cost and expense, throughout the term of this Agreement, procure and maintain in full force and effect, the following insurance coverage with an insurance carrier that is rated B+ or better by A.M. Best. NCC Group shall provide Licensor and all Licensees hereunder with a certificate of insurance evidencing such coverage. All certificates of insurance shall require that Licensor and Licensee be provided with no less than thirty (30) days advance written notice of cancellation of the stated coverage, and NCC Group shall request that its insurer use its best efforts to provide at least thirty (30) days advance written notification of such cancellation.

10

Type of Insurance	Coverage Amount	Type of Insurance	Coverage Amount
General Liability	$2,000,000 General Aggregate
General Liability	$1,000,000 Each Occurrence	Umbrella Coverage	$5,000,000 General Aggregate
Professional Liability	$1,000,000 Each Occurrence

Signed for and on behalf of Silver Spring Network, Inc.

Name:	***	|	/s/ ***
Position:	***, ***	|
			(Authorized Signatory)

Signed for and on behalf of NCC GROUP, INC.

Name:	***	|	/s/ ***
Position:	***, ***	|
			(Authorized Signatory)

11

Schedule 1 (Deposit Form)
ESCROW MATERIALS DEPOSIT FORM
Escrow Account Number:	[Agreement Number]
Product Name:	[Software Name]
Date:
DEPOSITOR DETAILSCompany Name:		Technical Contact:
Address:		Signature:
		Position:
Telephone No:		Email Address:

MATERIAL DETAILS

Media Type (e.g. Disc, Tape etc.)	Number of Media Items	Name of Software	Version/Release
Hardcopy Documents(please supply details):
Softcopy Documents(please give location on media, e. g\docs\build):
What Hardware was used to create the media deposit?
What Operating System was used?
What Backup Command/Software was used?
What Software Compression has been used?
What Encryption/Password Protection has been used?
In what Development Language is the source code written?
Approximate size of the data on the media in megabytes?
Provide details of any third party software required to access/compile the material.
Provide details of any additional build information.

The following information MUST be provided for NCC Group to accept the deposit of escrow material:

If this is your initial/first deposit, please fill in Section 1.

If this is your second or subsequent deposit (i.e. a replacement/update) please fill in Section 2.

SECTION 1:	Initial Deposit (First Deposit) - Is this a complete deposit?
	o Yes o No If NO, please indicate when the rest of the deposit will be sent
SECTION 2:	Deposit Updates/Replacements - Is the deposit a complete replacement of any of the previous deposits?
	o Yes o No
If YES, would you like the past deposit(s) to be:
	o RETAINED o RETURNED o DESTROYED ***For returns and destroys, please specify which deposit(s)
	this applies to by reference to the month and year of delivery to NCC Group
(Tick ‘ALL’ if all previous deposits): o All o SPECIFIC DEPOSIT(S):

Signature:	Date material received by
of Recipient:	NCC Group:

12

Appendix 1

Template Deposit Account Agreement

Agreement dated:

Between:

(1) Silver Spring Networks, Inc. whose principal office is at [Licensoraddress] (“Licensor”); and

(2) NCC Group, Inc. a corporation organized and existing under the laws of Virginia with its principal office at 1731 Technology Drive, Suite 880, San Jose, California 95110, USA (“NCC Group”).

Agreement:

In consideration of the mutual obligations and undertakings contained in the multi licensee deposit account software escrow agreement number dated (“Agreement”) between the Licensor and NCC Group, the parties to this agreement agree as follows:

1 This agreement is a Deposit Account Agreement (as defined in the Agreement).

2 This Deposit Account Agreement is supplemental to and governed by the terms and conditions of the Agreement.

3 This Deposit Account Agreement relates to the Escrow Material as defined in the Agreement and as described in Schedule 1 below.

4 NCC Group’s fees are payable as set out in the Letter of Intent between the parties.

Signed for and on behalf of Sliver Spring Networks, Inc.

Name:	|
Position:	|	(Authorized Signatory)
Date:	|

Signed for and on behalf of NCC GROUP, INC.

Name:	|
Position:	|	(Authorized Signatory)
Date:	|

13

Appendix 2

Registration Agreement

NOTE: A COPY OF THIS REGISTRATION AGREEMENT MUST BE DULY SIGNED BY AN AUTHORIZED SIGNATORY AND RETURNED TO NCC GROUP BEFORE A LICENSEE CAN CLAIM PROTECTION UNDER THE RELEVANT DEPOSIT ACCOUNT.

Agreement between:

(1)	Silver Spring Networks, Inc. whose principal office is at [Licensoraddress] (“Licensor”);
(2)	NCC Group, Inc. a corporation organized and existing under the lows of Virginia with its principal office at 1731 Technology Drive, Suite 880, San Jose, California 95110, USA (“NCC Group”); and
(3)	Licensee’s Name:
	whose principal office is at
		(“License”);

Agreement:

1. This registration agreement (“Registration Agreement”) is supplemental to the terms and conditions of the multi licensee deposit account software escrow agreement number 38105 and 41932 dated (“Escrow Agreement”) and the Deposit Account Agreement(s) (as defined in the Escrow Agreement) number(s) dated, both between Licensor and NCC Group.

2. This Registration Agreement, the Escrow Agreement and the relevant Deposit Account Agreement(s) together shall form a binding agreement between Licensor, NCC Group and Licensee in accordance with the terms of the Escrow Agreement.

3. Licensee agrees to defend and indemnify NCC Group and to hold NCC Group harmless from and against any third party claims, suits or other proceedings, actions, losses, costs, liabilities or expenses incurred in connection with the defense thereof (including reasonable attorney’s fees), in each case which may be imposed on, or incurred by or asserted against NCC Group in any way arising out of or relating to this Agreement, provided that Licensee shall not be liable for that portion of any such indemnification amount resulting from NCC Group’s negligence or intentional misconduct.

4. Licensee hereby agrees to take the benefit of, agrees and undertakes to perform its obligations under and be bound by the terms and conditions of the Escrow Agreement, including the payment obligations defined below, asthough they were a party to the Escrow Agreement and the Deposit Account Agreement and named therein as a Licensee.

5. Licensor and Licensee agree to compensate NCC Group for its services pursuant to this agreement according to the schedule following:

1	Annual Escrow management Fee	$	100%	Nil
2	Deposit Account Initial Fee	$	100%	Nil
3	Licensee Registration Fee (per individual Licensee registered, payable upon registration and upon the escrow account’s anniversary every year thereafter)	$	Nil	100%
4	Scheduled Update Fee (2nd and subsequent scheduled deposits in any one year, payable on completion of this Agreement and in advance of each anniversary thereafter)	$	100%	Nil
5	Licensee Termination Fee	$	Nil	100%
6	Release Fee (plus NCC Group’s reasonable expenses)	$	Nil	100%

6. This Registration Agreement shall take effect when NCC Group has registered Licensee as a party to the relevant Deposit Account Agreement.

14

7. The Release Events for the undersigned Licensee are as follows: 

(i) a receiver, trustee, or similar officer is appointed for the business or property of Licensor; or

(ii) Licensor files a petition in bankruptcy, files a petition seeking any reorganization (without confirming immediately in writing to Licensee that it will continue to maintain the Software in accordance with the terms of the License Agreement or any applicable maintenance agreement), makes an arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors; or

(iii) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against Licensor and not stayed, enjoined, or discharged within 60 days; or

(iv) Licensor takes any corporate action authorizing any of the foregoing; or

(v) any similar or analogous proceedings or event to those in Clauses 7.1.1 to 7.1.3 above occurs in respect of Licensor within any jurisdiction outside the USA; or

(vi) Licensor or any successor ceases to carry on its business or the part of its business which relates to the Software; or

(vii) Licensor or, where relevant, its agent, parent, subsidiary or associated company is in material breach of its obligations as to maintenance or modification of the Software under the License Agreement or any maintenance agreement entered into in connection with the Software and has failed to remedy such default notified by Licensee to Licensor within a reasonable period.

Signed for and on behalf of [Licenseename]

Name:	|
Position:	|	(Authorized Signatory)
Date:	|

Signed for and on behalf of Silver Spring Networks, Inc.

Name:	|
Position:	|	(Authorized Signatory)
Date:	|

Signed for and on behalf of NCC GROUP, INC.

Name:	|
Position:	|	(Authorized Signatory)
Date:	|

15

EXHIBIT K

EXELON CORPORATION CODE OF BUSINESS CONDUCT

EXELON CORPORATION

CODE OF BUSINESS CONDUCT

K-1

MESSAGE FROM THE CEO

Our Vision is to become the very best electric and gas company in the United States. To realize our Vision, we must commit ourselves not only to safety, accountability, and continuous improvement, but to the highest ethical standards.

The business prospects of our Company are excellent, and the foundation that we build on is very strong. That foundation comes from the people of ComEd, and from the service that we have provided to our customers, communities and employees. We are regarded as honest and caring, but disciplined, business people who are involved in providing essential services to major urban populations. We can be successful only if we employ an engaged workforce that best serves our diverse communities. And to meet the high standards set by our Company, we must conduct our operations safely and be leaders in developing solutions to our industry’s environmental challenges.

Because our business involves services that are central to citizens in their every day lives and necessary for businesses to operate productively in the nation’s economy, our operations are closely reviewed by governmental officials at the local, county, state and national level. Likewise, individuals and institutions have invested billions of dollars in our business with the expectation that we will honestly and productively use this capital to profitably operate our company and increase shareholder value.

We will be successful if we operate our Company, employ our people and finance our business in accordance with the highest ethical standards and with the law. We will destroy shareholder value if we do not. Our Exelon Code of Conduct provides the outline of what is expected of all of us to meet our important obligations, and gives us resources to understand these requirements and live up to them.

Please read this Code carefully, and ask your supervisor or the Ethics and Compliance Office if you have any questions. Our Company’s success depends on each of us living up to these standards. I commit to you that I will do so. I expect no less from each and every one of you.

John W. Rowe

TABLE OF CONTENTS

Page

INTRODUCTION

Using This Guide

The success of Exelon Corporation, including its subsidiaries (“ComEd” or the “Company”), is dependent on all of us conducting our activities in accordance with the highest ethical standards and applicable law. This Exelon Code of Business Conduct (“Code”) reflects our core value of integrity and is the statement of our required behavioral standards. The Code may, in some instances, set performance levels or expectations that are more stringent than required by law. They are nonetheless required. ComEd recognizes that such enhanced performance fosters compliance with law and provides a platform for our Company to be successful in the eyes of our customers, employees and investors.

The Code does not cover all situations where questions of ethics may arise. That would be virtually impossible to do. It enables you to identify situations that may raise ethical and legal issues, and is designed to help you learn what to do whenever you have a question or concern about what conduct the Company expects from you. All employees are held accountable for following the Code and it is important that you take the time to read it from cover to cover.

To assist with your understanding, described below is the purpose of each section of the Code.

1. The message from the CEO explains the importance of ComEd’s commitment to the Company’s core value of integrity.

2. The Introduction explains the accountability that all employees have for complying with the Company’s policies and for raising concerns about possible violations of law or policy.

3. The ComEd ethical and legal business standards follow the Introduction. For each standard there is an “Overview,” which generally describes the standard, and the “Main Obligations” which are the core requirements under each standard. In some cases, there are also examples of “Things to Watch Out For,” which are circumstances that should alert you to a potential ethical or legal issue.

4. For each standard, there are ComEd policies that provide additional detail. The complete and latest text of the related ComEd policies are found on the ComEd Intranet Website. You should read the policies and talk to your manager to understand how the ethics standards and supporting Company policies apply to your job.

5. The ComEd Ethics Principles, stated below, are the framework from which the behavioral standards described in the Code are developed. They are your guideposts for understanding what acting with integrity looks like, in other words, how the Company expects that each employee will, at all times, conduct the Company’s business.

ComEd Ethics Principles

· Obey the applicable laws and regulations governing our business conduct.

· Be honest, fair and trustworthy in all your ComEd activities and relationships.

· Foster an atmosphere in which fair employment practices extend to every member of the diverse ComEd community.

· Strive to create a safe workplace and to protect the environment.

· Avoid all conflicts of interest between work and personal affairs.

· Through leadership at all levels, sustain a culture where ethical conduct is recognized, valued and exemplified by all employees.

Who Must Follow the ComEd Code of Business Conduct

ComEd directors, officers and employees

The ComEd Code applies to all directors, officers, and employees of the Company.

Subsidiaries

An ComEd subsidiary may supplement this Code, as necessary, with its own implementing policies.

Third parties

All ComEd businesses must ensure that, either through contractual provisions or certification, others representing ComEd - such as consultants, agents, sales representatives, distributors, vendors, suppliers and independent contractors (“Suppliers”) - agree to follow applicable ComEd ethical and legal standards.

Supervisors and employees must:

· Identify those persons and companies outside ComEd whose activities on behalf of ComEd may involve issues covered by the ComEd Code.

· Require those persons and companies to agree to comply with relevant aspects of the ComEd Code.

· Provide those persons and companies with appropriate education on the requirements imposed.

· Take necessary action, up to and including terminating a contract with anyone representing ComEd, if the person fails to honor his or her agreement to abide by the ComEd Code.

Other Codes of Conduct

Since we operate in a heavily regulated industry, there may be other codes of conduct that apply to specific aspects of our business, for example the Federal Energy Regulatory Commission Standards of Conduct. Please note that all references to the Code in this document, unless otherwise stated, mean this Code of Business Conduct, which applies across ComEd and its subsidiaries.

2

CORPORATE CITIZENSHIP AND THE COMED COMMUNITY

Fair Treatment and Diversity

It is ComEd’s policy to provide equal employment opportunity and fair treatment for everyone. Whenever and wherever individuals engage in activities on behalf of the Company, they have a right to be free from prohibited discrimination. We will also actively seek to build an inclusive workforce. Our diverse employees are a competitive advantage, enabling us to make more informed business decisions and to better serve our diverse customer base. We are also committed to diversity in regard to our suppliers. Embracing diversity is not simply the right thing to do; it makes good business sense.

Main Obligations

· Judge each individual based on qualifications, demonstrated skills and achievements, without regard to race, color, gender, national origin, age, religion, disability, sexual orientation, marital status, veteran status or other classifications protected by law

· Promote an environment of inclusion and diverse ideas where communication is open, direct, honest, and respectful

· Listen and speak with the goal of understanding the value that we each bring, and disagree respectfully, treating each other with dignity

· Encourage free and open discussion and honestly communicate plans, expectations and results

Things to Watch Out For

· The failure to consider qualified diverse candidates in hiring, promotion and other employment decisions

· Making and acting on presumptions about any individual that are based on classifications protected by law

Harassment

We all have the right to work in an environment that is free from unlawful harassment or intimidation. Verbal or physical conduct by any employee that relates to characteristics protected by law and disrupts another’s work performance or creates an intimidating, offensive, abusive, or hostile work environment will not be tolerated. The Company will conduct a prompt investigation of any reported harassment. Appropriate corrective action will be taken where prohibited harassment has occurred.

Main Obligations

· Speak up when a co-worker’s conduct makes you or others uncomfortable, and promptly report perceived harassment, when it occurs, to the supervisor, department lead, HR representative, or the Ethics and Compliance Office

· Avoid making or tolerating insults, jokes, slurs, and solicitations or the display of pictures, cartoons or posters that relate to any protected characteristic

· Provide a work environment free of unwelcome sexual advances, requests for sexual favors, and other unwelcome verbal or physical conduct of a sexual nature

· If you are a supervisor, take reasonable steps to prevent and detect harassment and respond promptly when an employee reports alleged harassment

Things to Watch Out For

· Comments or jokes with sexual, racial or ethnic innuendo

· An employee who, on repeated occasions, is the subject of allegations of harassment or hostility by employees having the same protected characteristic

Drugs and Alcohol

ComEd is committed to maintaining a work environment that ensures the safety, health and welfare of employees and the public. As explained in detail in our Drug and Alcohol Policy, ComEd requires a drug and alcohol free workplace. Use of controlled dangerous substances and alcohol abuse may adversely impact productivity, workplace and public safety, and may jeopardize the Company’s assets.

3

If you have problems related to alcohol or drugs, you are encouraged to seek confidential assistance from the Employee Assistance Program or other qualified professionals.Employees may contact a program representative at 1-866-872-1666.

Main Obligations

· Do not use, possess or be under the influence of drugs or alcohol while on duty, whether or not on Company premises, or while in Company vehicles

· Whether or not on duty, comply with all laws and regulations governing use or possession of alcohol and illegal drugs

· Inform the Company’s medical department or a supervisor if, for medical reasons, you are using prescription or non-prescription drugs that may impair alertness or judgment and jeopardize your safety or that of your co-workers

Things to Watch Out For

· Inexplicable abnormal behavior by an employee

· Signs of potentially being under the influence of alcohol, including, slurred speech, red eyes, uneven gait or stumbling, or the smell of alcohol on the person

· Signs of potentially being under the inf1uence of drugs, including dilated pupils, smell of marijuana on the person, extreme mood and behavior swings, or possession of drug paraphernalia

Workplace Violence and Weapons

ComEd is committed to a safe working environment, free of threats, intimidation and physical harm.

Main Obligations

· Do not engage in any violent behavior including assaults, fighting, threatening comments, stalking or any other similar behavior which endangers, or threatens the safety of employees, or the public

· Do not possess any deadly or dangerous weapon, explosives or incapacitating devices while on duty or in Company vehicles, whether or not on Company premises, unless specifically authorized by the Chief Nuclear Officer or prior approval is obtained from the Chief Compliance Officer

Things to Watch Out For

· Unusual physical contact with others

· Overreaction to common workplace frustrations

· Comments about plans to hurt another person or persons

Environment

ComEd will conduct its operations in a way that preserves and protects the environment, and complies with applicable environmental laws and regulations and other relevant standards to which the Company may voluntarily subscribe. We also promote a corporate culture where competitive initiatives are consistent with environmental stewardship, demonstrating environmental leadership though full compliance, pollution prevention and continuous improvement.

Main Obligations

· Comply with all applicable environmental laws, regulations, and voluntary commitments, as a minimum

· Integrate environmental risk analysis into business planning and operations - first, prevent pollution where possible, then reduce environmental impacts and implement cost-effective mitigation measures for environmental impacts that cannot be avoided

· Utilize natural resources more efficiently to reduce environmental impacts and operating costs

· Lead the industry in shaping public policy on strategic environmental issues

· Partner with the communities where we operate to enhance the environment

4

· Engage stakeholders and consider their environmental expectations in decision­making 

· Publicly communicate our environmental issues and performance

Safety and Health

ComEd will operate all aspects of its businesses in a manner that protects the safety and health of its employees, contractors, customers and the general public. We will foster a safety culture in which everyone believes that accidents and injuries are preventable and all employees understand their accountability for maintaining a safe and healthful workplace. Our work is never so urgent, nor the schedule so important, that it cannot be performed safely.

Main Obligations

· Create a safety culture to achieve an accident and illness-free environment;

· Comply with all applicable health and safety laws and regulations, industry and internal Company standards, as a minimum

· Integrate safety risk analysis into business planning, engineering design, and operating decisions, to develop and implement effective hazard control measures and safety performance improvement

· Promote the value of employee involvement in the prevention of injuries and illnesses -- including every employee’s right and obligation to question, stop and correct any unsafe condition or behavior -- and maintain an open and honest dialogue with our employees on health and safety issues and performance

· Continually improve safety performance to become the safest electric and gas utility

Community Relations, Employee and Corporate Contributions

We are committed to being a good corporate citizen and we support and encourage employee involvement in community activities and professional organizations. We are also proud to provide financial support to thousands of charitable and civic organizations in the communities where our employees live and work. However, we must ensure that all contributions of money, property and services are properly authorized and comply with all Company policies and procedures and legal and regulatory requirements. We may not bring pressure on others to contribute to charitable organizations and may not use Company resources to solicit support for charitable causes without appropriate prior approval.

WORKING WITH CUSTOMERS AND SUPPLIERS

Customers purchase from companies that understand -- and sometimes even anticipate -­ their needs. We must satisfy fundamental customer needs like quality, reliability, and service, and in a way that is ethical and legal.

Main Obligations

· Act in a professional, respectful and empathetic manner when listening and responding to customer inquiries and requests

· Deal fairly with customers by being accurate, consistent and flexible when responding to customer inquiries and requests

· Keep commitments to customers by following up through completion when resolving a customer’s inquiry or request and by working to prevent a recurrence

· Work in a safe and responsible manner when on the property of a customer or other third party

· Be mindful of the federal and state rules regarding relationships with affiliated companies as discussed in the section regarding Affiliate Rules

· Accurately and appropriately represent all services in offerings or advertising, marketing and sales efforts

Things to Watch Out For

· Failing to respond promptly and courteously to customer inquiries and requests

· Failing to reasonably restore a customer’s or other third party’s property when work is completed

· Discriminating against or providing preferential treatment to any customer

5

Third-party perception of ethical conduct is particularly critical in the case of employees involved in procurement activities, as well as other employees who are in a position to influence procurement decisions or relationships.Employees must comply with ComEd procurement policies and practices during any procurement activity including issuing requisitions, identifying potential suppliers, bidding, negotiating and contracting, awarding bids, sole source procurement, managing purchase orders and contracts and processing invoices.

Main Obligations

· Make procurement decisions with integrity and based on criteria that will deliver the best total value to ComEd, such as quality, price, service, reliability, availability, technical excellence and delivery

· Deal with all suppliers professionally, ethically and fairly and avoid the appearance of impropriety; specific restrictions on the exchange of gifts and entertainment are discussed in the section below entitled “Conflicts of Interest”.

· Conduct ComEd business in good faith and resolve disputes quickly and equitably, where possible

Things to Watch Out For

· Sole source procurements without sufficient justification

· Frequent business entertaining with a supplier

6

CONFLICTS OF INTEREST

Conflicts of Interest Generally

ComEd is committed to making all business decisions objectively and solely on the basis of the best quality, service and price, or other similar competitive factors. A conflict of interest exists whenever the personal interests, activity, investment or association of a ComEd employee are inconsistent with the responsibilities of his or her employment or position. A loss to the Company need not occur for a conflict to exist.

Main Obligations

· Avoid any activity, interest or association that could compromise the independent exercise of your judgment in the best interests of the Company

· Act with an understanding that even the appearance of a conflict between personal interests and those of the Company can undermine trust and therefore must also be avoided

· Seek guidance from your manager or the Ethics and Compliance Office whenever there is a question concerning a conflict between your personal interest and the interests of the Company

· Promptly disclose all conflicts to the Ethics and Compliance Office and in your compliance certification

Things to Watch Out For

· An employee or a member of the employee’s family receives a personal discount or other similar benefit from a ComEd supplier and the employee is in a position to influence ComEd decisions that impact the supplier

· An employee approves the selection of a family member’s or close friend’s firm for work, even if the selection results in lower cost to ComEd

· An employee having a material financial interest in an existing or proposed transaction to which the Company is or is likely to become a party

· An employee having a material financial interest in property which the Company is acquiring or likely to acquire (Not applicable to property acquired under the Company’s Relocation Policy)

· An employee having a material financial interest in a corporation, partnership or other entity that does business with ComEd or competes with the Company (except for insignificant stock interest in publicly held companies)

Gifts and Gratuities

To maintain unquestioned integrity in our business relationships, we must avoid being placed in an embarrassing position that might make it difficult to carry out our duties impartially.

Main Obligations

· Employees, including members of their immediate families, may neither offer or give to, nor request or accept from a customer or any entity with which the Company does business, or is likely to do business a thing of value such as cash, bonuses, fees, commissions, gifts, gratuities, favors, loans, private or personal discounts (“Gifts”)

· Understand that mementos, advertising novelties and souvenirs of a modest value customarily associated with legitimate business relationships, or other gratuities or things of similar value are not considered Gifts and are excluded from these restrictions

· Understand that modest value is not subject to precise definition for all circumstances. In general, if it would appear questionable if printed in a newspaper article, it should not be provided or accepted

· Understand that business entertaining is permitted as described under the heading “Business Entertainment”

· If you receive a Gift of more than modest value you should return it with an explanation regarding ComEd’s policy and notify your manager or the Ethics and Compliance Office

· Where it is customary and lawful in some foreign countries for business executives doing business with each other to give or exchange Gifts, respect these customs when appropriate, but only in accordance with U.S. and local laws

7

If you are unsure whether you may give or accept a Gift, call the Ethics and Compliance Office at 1-866-222-5315 or the Ethics Help Line at 1-800-23-ETHIC.

Business Entertainment

Business entertainment (e.g., meals and attendance at sporting or theater events) or invitations to business events is a common practice meant to promote good will and establish trust in business relationships. Such exchanges are acceptable if they are infrequent and of modest value.

Main Obligations

· Do not accept any business courtesy that might be perceived as a bribe or payoff

· Decline any offers of lavish meals, entertainment or business events

· As a measure of whether a particular meal, entertainment or business event is lavish, employees may only accept offers or invitations if the associated expenses would be reimbursed by ComEd as a reasonable business expense, if not paid for by the third party

· Avoid the offer or acceptance of frequent meals and entertainment from a continuing business Supplier

· Employees may provide third parties with meals, entertainment, refreshments, transportation, lodging or incidental hospitality. Such expenditures, however, must have a valid business purpose, be modest, and be done within the framework of sound business judgment

· Some areas of the Company, such as the Supply organization, may choose to implement stricter standards than the ones stated here

Corporate Opportunities

Employees owe a duty of loyalty to the Company and must act in the best interests of the Company’s legitimate interests.

Main Obligations

· Do not deprive the Company of a business advantage or an opportunity

· Do not take an opportunity discovered through the use of Confidential Information or your position for personal gain or advantage or for the gain or advantage of any third party

· Do not use a Company Asset, Confidential Information or your position for personal gain or advantage or for the gain of advantage of any third party

· Do not compete with the Company

Outside Activities

ComEd employees actively offer their time and talents to serve in public office and other positions in the community. ComEd supports the involvement of employees in the service to their communities since these activities are consistent with the Company’s strongly held core value of corporate citizenship. Likewise, employees may in some instances take on a second job with another business organization. Employees must ensure, however, that these outside activities do not exploit or conflict with their employment with ComEd or create or result in any conflict or appearance of conflict with the Company’s interests.

Main Obligations

· Employees should report to their manager any public office or position they hold, disclose the potential for any conflict or appearance of any conflict to interested parties (including the Company), and disqualify themselves from Company decisions affecting their public or political constituency as well as any decisions in their public or political role that affect the Company

· If an employee decides to accept work with another business organization, the employee must ensure that the outside work is strictly separated from and does not interfere with the employee’s position at ComEd or his or her loyalty to the Company

· An employee may not accept outside work with a competitor, supplier or other entity likely to do business with the Company unless a waiver is requested and approved in accordance with Code requirements described under the heading “Waivers.”

8

Things to Watch Out For

· Doing outside work on Company time or using Company Assets in outside work

· Taking outside work that involves the sale of products or services to ComEd

· Outside employment that interferes with your ability to dedicate the time and effort required to fulfill your responsibilities to ComEd

If you have any questions about whether a public activity or outside work is appropriate, seek guidance from your human resources representative or contact the Ethics and Compliance Office.

9

PROTECTING COMPANY ASSETS

Company Assets Generally

We are entrusted with valuable Company assets. They consist of all property that the Company owns or uses to achieve business objectives (“Company Assets”). They include: physical assets like land, facilities, vehicles, buildings, equipment and inventory; financial assets like cash, receivables, and investments; intellectual property such as confidential information, patents and trademarks; contract rights, licenses; and computers and information resources.

Main Obligations

· Safeguard Company Assets and use them efficiently

· Take reasonable care to prevent unauthorized use, damage, destruction, waste, loss or theft of Company Assets

· Use or authorize the use of any Company Asset only for Company business purposes, regardless of condition or value

· Do not sell, lend, borrow, give away or dispose of Company Assets, except with proper authorization

Things to Watch Out For

· Using more of a Company Asset than is required for the project at hand

· Using any Company Asset or any ComEd business relationship to secure credit or a loan

Confidential Information

One of ComEd’s most valuable assets is information. Our confidential information assets consist of information or knowledge, regardless of form, that ComEd considers private, that is not common knowledge outside the business or required by law or contract to be maintained as confidential, which might be of use to competitors or harmful to ComEd, if disclosed (“Confidential Information”). It is information or knowledge that a ComEd business develops or pays to have developed and to which ComEd has an exclusive right. Confidential Information that has commercial value to competitors or other entities that want to do business with ComEd is sometimes referred to as “proprietary information” or a “trade secret.” Examples of Confidential Information include information about ComEd facilities; systems; operations; finances; customers; suppliers; employees; business concepts and strategies; investment plans; development or construction plans; and marketing plans.

Main Obligations

· Be vigilant to protect our Confidential Information

· Safeguard Confidential Information by marking information accordingly, keeping it secure, and limiting access to those who need to know it in order to do their job

· Do not divulge Confidential Information to persons outside of the ComEd business, except where such disclosure is appropriately authorized by an officer or legally mandated or where such disclosure is done pursuant to a confidentiality agreement

· Do not share Confidential Information gained as a result of employment with ComEd with any individual, firm, or other organization after your employment with ComEd has ended

· Apply these same protections to similar information supplied to us by vendors and customers

Things to Watch Out For

· Failing to be cautious in situations that might result in the inadvertent disclosure of Confidential Information, such as when discussing Confidential Information in public areas like elevators, restaurants, public restrooms, and airplanes or in public education forums like seminars or lectures

· Failing to completely and permanently destroy Confidential Information when discarding it

Further information may be found in Corporate Procedures, Protecting ComEd Information and Information Asset Protection.

10

Records Management

ComEd’s Records Management Corporate Policy and Procedure (Records Management Policy) provides the guidance required for the identification, management and maintenance of records required to conduct the Company’s business, as well as the guidance required to ensure the consistent and documented destruction of such records. Records for purposes of this provision include any documentary material or information created or received in the ordinary course of business, regardless of the specific nature, medium or form, including paper, photograph, microfilm, electronic, digital, audio or other media.

Main Obligations

· Maintain, retain and destroy business records in accordance with the Company’s Records Management Policy and do not retain applicable records longer than necessary

· Act with an understanding that almost all business records may become subject to public disclosure in the course of litigation or governmental investigations

· Do not discard or destroy business records that might normally be destroyed under the Company’s Records Management Policy if those records are (1) relevant to a pending, threatened or reasonably anticipated legal or administrative action against the Company or (2) a regulatory or governmental investigation involving the Company or (3) a Company internal investigation

Things to Watch Out For

· Altering, destroying, mutilating or concealing any record when an official proceeding or internal investigation is underway and the document relates to the subject matter of the proceeding

· Failing to prevent others from destroying records that reasonably relate to an official proceeding or internal investigation

If there is any question as to whether a particular record should be maintained, seek guidance from the Corporate Secretary’s Office or the Legal Department as to its destruction.

Computer and Electronic Information Security

ComEd’s computer, telecommunications and other electronic information resources are Company Assets. They consist of all of the Company’s information technology infrastructure and applications such as computer hardware, software applications, networks, e-mail and voice mail systems. If employees remotely access ComEd systems or access third party systems through ComEd systems, the access also belongs to ComEd (collectively “Computer and Information Resources”).

Main Obligations

· Use Computer and Information Resources only for Company business purposes and for the exclusive use of employees and authorized suppliers and their employees

· Incidental personal use of these resources may be permitted so long as the use is reasonable and does not interfere with work responsibilities or expose ComEd to potential liability

· Safeguard the integrity and confidentiality of Computer and Information Resources by protecting passwords, IDs and access only by authorized persons

· Take precautions against intrusion by “viruses” from the Internet or unauthorized software. For more information, refer to the Information Asset Protection Corporate Procedure

· Use Computer and Information Resources responsibly and in accordance with law and the Acceptable Use Corporate Procedure

· Do not access, solicit, or transmit inappropriate messages or materials (e.g., sexually oriented, pornographic, violence or hate related, discriminatory, etc.) utilizing Computer and Information Resources. Such activity may, in certain situations, be illegal and may subject ComEd and the employee involved to civil and criminal sanctions

· Employees should have no expectation of privacy while using Computer and Information Resources. ComEd reserves the right to monitor and restrict access to non-business related Internet sites and to refuse delivery of prohibited electronic messages or materials, as described above

11

Internal Controls

Management is accountable for establishing and maintaining a system of internal controls within an organization. Internal controls are those structures, activities, processes, and systems that help management effectively mitigate the risks to an organization’s achievement of objectives. Management is also accountable for the effectiveness of the Company’s internal control over financial reporting. Under Section 404 of the Sarbanes Oxley Act, this accountability encompasses ensuring there is clear, complete, fair and accurate reporting of financial and non-financial information pertaining to business transactions. Management is charged with this accountability on behalf of the organization’s stakeholders and is held accountable for this accountability by the ComEd Board of Directors.

Main Obligations

· Prepare financial statements in accordance with Generally Accepted Accounting Principles (GAAP) and ComEd accounting procedures

· Maintain a sound system of internal controls that provides reasonable assurance that:

· operations and activities are effective and efficient

· financial and operational accounting and reporting are full, fair, accurate, timely and reliable, and reflect the underlying performance

· authority and accountability to conduct business is delegated in a manner that balances efficient decision-making with protection of ComEd’s assets and interests

· adequate segregation of duties exists between authorization, creation, approval, custody, record keeping and reconciliation and

· compliance with ComEd’s policies and practices and applicable laws and regulations is promoted, communicated and maintained

Employees are accountable for:

· understanding and complying with the system of controls established and maintained by management in their respective organizations, to achieve the expectations contained in the Company’s policy on internal controls

· recording all business transactions, events and conditions accurately and completely

· ensuring that all transactions are properly authorized and approved, recorded and reported in a timely manner and are adequately supported and

· reporting accounting or internal control deficiencies that have the potential to adversely affect the ability of the Company to record, process, or report financial or operations data

Employees are prohibited from:

· falsifying data, information or records with respect to the Company’s finances or operations, including those related to, among other things: assets, liabilities, revenues, expenses and earnings; quality, safety and security; environmental performance; plant and equipment; claims; and timekeeping

· accelerating, postponing or otherwise manipulating the accurate and timely recording of assets, liabilities revenues, expenses or earnings

· creating off-book accounts or funds or making any other entry in any other record that intentionally misrepresents, conceals or disguises the true nature of any transaction, event or condition and

· taking any action, either alone or with another employee or a supplier, to improperly influence, coerce, manipulate or mislead any auditor or investigator engaged in the performance of an audit or other review of the Company’s transactions, activities or operations, including its financial statements, financial transactions, or accounting or other internal controls

12

GOVERNMENT RELATIONS

Government Business

ComEd is committed to conducting its business with governmental agencies and officials consistent with the highest ethical standards and in compliance with applicable laws, regulations and rules. ComEd is also committed to cooperating with governmental enforcement investigators and law enforcement officials. Employees are free to speak to law enforcement officials in any matter, but are urged to contact the Legal Department whenever they are contacted by such officials regarding matters pertaining to ComEd business.

Main Obligations

· Cooperate with governmental agencies and officials in a straightforward manner and exercise the utmost integrity at all times in conducting business with such agencies and officials

· Provide forthright, responsive and timely disclosure of information in connection with the conduct of regulatory proceedings or in connection with responding to regulatory reporting requirements

· Ensure that all responses to reasonable requests or inquiries from governmental agencies are accurate, complete and timely

· Act professionally and with honesty and integrity when appearing before or interacting with government agencies

· Do not interfere with or prevent any other employee or person from providing accurate information to any government official or agency

· Understand and comply with the ethics codes applicable to the passing of benefits to state and federal legislators, their staff and officers or the staff of the executive branch and do not place such representatives in any conflict of interest, either actual or perceived

· Report, in accordance with law, any benefits passed to federal and state officials

Things to Watch Out For

· Giving anything of value to any governmental official

· Passing, on behalf of the Company, any benefit, including entertainment, food and beverage, travel and lodging, honoraria, loans, gifts or other things of value, to a state or federal legislator or executive branch official without obtaining the prior approval of Government Affairs, External Affairs or the Legal Department

· Incorrect or unauthorized cost-charging on government contracts

· Failing to respond in a timely manner to information requests from governmental officials

Political Contributions and Lobbying

Personal Contributions

Employees have the right to participate in the political process and to engage in political activities of their own choosing. While involved in personal civic and political affairs, employees must make clear that their views and actions are their own, and not those of ComEd. If you have questions regarding personal political contributions or other personal political activity, seek guidance from the Legal Department, Government Affairs, or the Ethics and Compliance Office.

Main Obligations

· Employees may not solicit contributions from other employees for personal political purposes on Company time and may not require other employees, including secretarial or other support staff, to perform tasks in support of an employee’s personal political activities

· Employees may use an insignificant amount of Company resources, such as phones, fax machines or office supplies for their personal political purposes, where state law permits

· Employees may make personal political contributions, but will not be reimbursed for such contributions by the Company

13

Corporate Contributions and Lobbying

Federal law places limits on a corporation’s ability to participate fully in the political process, especially by imposing prohibitions on corporations from making contributions of any kind to a candidate, political party, or political committee in connection with a federal election. Some states impose similar restrictions on making corporate contributions and conducting activities to support state or local candidates. Certain limited activities, including political action committees and lobbying, are allowed and should be coordinated by Governmental Affairs. If you have questions regarding corporate contributions or lobbying, seek guidance from the Legal Department, Government Affairs, or the Ethics and Compliance Office.

Main Obligations

· Employees who do not have policymaking, managerial, professional or supervisory responsibilities may not ever be solicited for federal political contributions

· Since some states where we operate allow corporations to participate more broadly in the political process than others, decisions with respect to making corporate contributions and conducting activities to support state or local candidates or campaigns should be reviewed in advance with Government Affairs, the Legal Department or the Ethics and Compliance Office

· Certain management level employees at ComEd and its subsidiaries can use Company-connected Political Action Committees (PACs) to participate in political matters, and can be approached at work to contribute to PACs; employee contributions to any Company-connected PAC are strictly voluntary

· Employees should not provide any gift to governmental officials, or contact a government official on behalf of the Company unless they are specifically authorized to do so by Government Affairs and have met any governmental registration or reporting requirements

14

LEGAL AND REGULATORY COMPLIANCE

Senior Officers

In addition to all other provisions of the Code, ComEd’s Chief Executive Officer, Chief Financial Officer and other senior officers must adhere to and advocate certain principles in connection with discharging their responsibilities:

Main Obligations

· Act honestly and ethically, including the ethical handling of actual or apparent conflicts of interest between their personal (including those of family members) and professional relationships

· Establish an environment in the workplace that promotes honest and ethical behavior

· Make full, fair, accurate, timely and understandable disclosure in reports and documents that the Company or any subsidiary files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company

· Ensure that the internal controls around financial reporting are properly designed and effective in compliance with the Sarbanes-Oxley Act of 2002 and other applicable laws and regulations

· Comply with applicable governmental laws, rules and regulations

· Promote accountability for adherence to the Code, including these provisions, and uniformly administer the Code so as to deter wrongdoing

· Make prompt internal reporting of violations of these requirements to ComEd’s Ethics and Compliance Counsel or other legal counsel

In order for these executives to be effective in meeting these principles, all employees must act with the same high regard for fairness, honesty, accuracy and good faith.

Insider Trading or Dealing and Stock Tipping

ComEd is committed to fair and open markets for buying and selling its public securities. Federal law prohibits employees from buying or selling any Company equity or debt security based on material information obtained in the course of employment if the information is not available to the general public (“Inside Information”). Material information is information (whether favorable or unfavorable) that a reasonable investor would consider important in deciding whether to buy, sell or hold a security of the Company. ComEd’s policy requires full compliance with applicable laws and avoiding even the appearance of insider trading, insider dealing or tipping.

Insider trading or dealing means buying or selling stock or any securities while in possession of inside information about the Company. Stock tipping means disclosing Inside Information about ComEd or any other company to another person to enable that person to buy or sell stock or other securities on the basis of such information.

Employees with questions should consult with the Corporate Secretary or the Ethics and Compliance Office.

Main Obligations

· Never buy, sell or trade the stock or securities of the Company while you have Inside Information about the Company

· Abstain from buying, selling or trading securities of all companies until the Inside Information has been publicly available for at least two full NYSE trading days

· Also abstain from making buy or sell recommendations to anyone else while in possession of Inside Information

· Only disclose Inside Information within the ordinary course of ComEd business and only to those who have a clear need to know

· Members of the Board of Directors, officers and certain designated employees are required to obtain approval from the Office of the Corporate Secretary prior to any purchase or sale of ComEd stock

· Refer to the Buying and Selling ComEd Securities Corporate Procedure

15

Things to watch out for

· Failing to avoid the appearance that any ComEd employee is trading is on inside information by engaging in “short sales” or trade in market options such as puts or calls on ComEd securities

· Using or passing trading tips if there is any reason to believe that the information may have originated from someone with Inside Information

SEC Code of Professional Conduct

The SEC has established a code of professional conduct applicable to attorneys who advise the Company on matters that may relate to the Company’s SEC filings. The rules require the Company’s attorneys to report up-the-ladder within the Company evidence of wrongdoing by the Company or its Directors, employees or agents. ComEd has adopted a policy to assist its attorneys to understand and comply with the SEC’s rules.

Affiliate Non-discrimination

The Federal Energy Regulatory Commission and the state utility commissions in New Jersey, Pennsylvania and Illinois have adopted regulations governing the business dealings between utility subsidiaries of ComEd Energy Delivery Company (collectively referred to as “EED”) and its affiliates to ensure that resources and assets of the regulated businesses of the Company are not used to subsidize or give an unfair advantage to other lines of the Company’s business. Employees must comply with all of these regulations and similar Tariff provisions applicable to business conducted by the utilities. Some examples of these include: the FERC Standards of Conduct, the Pennsylvania Code of Conduct, the Illinois Affiliate Non­Discrimination Rules and the New Jersey Affiliate Standards Rules.

Main Obligations

· EED’s transmission operation must function independently from the operations of any of its affiliates

· Employees may not give non-public information regarding EED’s market or its transmission and distribution systems to any third parties, including affiliates, on a preferential basis

· Employees may not give preferential treatment regarding EED customer leads or transmission and distribution systems to any seller of electric energy natural gas or energy services, whether an affiliate or a competitor

· EED customer information may be provided to third parties, including affiliates, only with the written consent of the customer

· EED employees may not provide leads, preferences or similar benefits designed to provide a competitive advantage for any competitive business segment of EED or any affiliate

· Costs must be appropriately charged or allocated between the regulated and other business functions of EED and between EED and its affiliates

If you are uncertain about these regulations or have questions regarding their implementation or interpretation, contact the Legal Department for guidance.

Energy Trading Rules

ComEd is committed to lawful and ethical practices in connection with conducting all of the Company’s businesses. The Company’s electric power and gas supply and trading operations have a special set of rules that must be followed.

Main Obligations

· Engage only in transactions with a legitimate business purpose and economic substance and not in transactions intended to artificially boost revenues or volumes or manipulate market prices, market rules or market conditions

· Operate and schedule generating facilities, undertake maintenance, declare outages and commit or otherwise bid supply in a manner that complies with applicable power market rules

· Comply with the rules and reliability requirements of transmission system operators in the dispatch of generation units and scheduling of power transactions

· Disclose accurate and consistent information, in compliance with all applicable rules and requirements, to regulators and market monitors and to the media, including market publications and publishers of surveys and prices

16

· Prepare and maintain adequate and accurate documentation of all trading transactions 

Things to watch out for

· Discussing with other market participants the price or supply of any commodity or other factors that may bear on competition

· Engaging in simultaneous offsetting buy and sell trades or other activities that may artificially affect reported revenues, trading volumes and prices

· Engaging in transactions or scheduling resources that have the appearance of creating market congestion

· Making trades that are not properly and promptly recorded, or are expected in a non-conventional manner (i.e., cell phone versus recorded line)

Antitrust and Unfair Competition

Antitrust laws promote, preserve and protect competition and are a critical part of the environment in which ComEd operates. Violations of competition laws may expose ComEd and individual employees to criminal and or civil liability and associated penalties, including monetary damages, fines and even imprisonment.

Antitrust laws are complex. They generally prohibit joint action that restrains competition, as well as improper unilateral action that either propels one competitor into a monopoly position in the market or seriously threatens to do so. Other aspects of the antitrust laws prohibit certain types of discrimination in pricing and unfair trade practices. Employees who interact with customers, competitors or suppliers and anyone who believes that he or she is dealing with a situation that might have antitrust implications, should consult with the Legal Department or the Ethics and Compliance Office.

Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act (“FCPA”) has two main provisions. The anti-bribery provision makes it a crime to promise or give anything of value to foreign governmental or political officials or their agents to obtain or retain business, obtain any improper advantage or otherwise influence their judgment in the performance of official duties.

The FCPA also requires that publicly held companies, like ComEd, maintain accurate books, records and accounts and devise a system of internal accounting controls sufficient to provide reasonable assurance that, among other things, the Company’s books and records fairly and accurately reflect business activities and transactions. It is ComEd policy to present financial statements fairly and accurately and in accordance with generally accepted accounting principles.

Sales and Marketing Competitive Practices

While information about our competitors is a valuable asset, federal law and our Code require that we obtain this information legally.

Main Obligations

· Do not solicit or accept trade secrets or other competitive information about a competitor that you know to be confidential or proprietary or know to have been obtained through unlawful means

· Do not make misrepresentations in connection with collecting competitive intelligence

· Do not solicit a competitor’s or supplier’s past or present employees to induce disclosures of proprietary information from them

17

CODE OF CONDUCT PROCESSES AND RESOURCES

Waivers

A waiver of any provision of the Code will be made only in exceptional circumstances for substantial cause. Requests for waivers must be submitted to the Corporate General Counsel, or his or her designee, for review and resolution. Any request for a waiver by any Director or Executive Officer must be submitted to the Board of Directors or a Board Committee. All waivers will be reported to the ComEd Ethics and Compliance Council. In addition, any waiver of a provision in the Code for any Director or Executive Officer will be disclosed to stockholders.

Certification of Compliance

Directors and non-represented employees and, in certain instances, independent contractors must complete each year a certification of compliance questionnaire. A completed certification questionnaire is a condition of employment for all non-represented employees. Directors will certify compliance with the Code in connection with the completion of their annual questionnaire.

Independent contractors required to complete the questionnaire are those who have access to Confidential Information, as defined in the Code, or those engaged in contract administration activities for ComEd such as verification of services and review and approval of invoices. The certification questionnaire is an acknowledgement of understanding and a self­assessment of Code compliance.

The certification questionnaire is administered on a confidential basis by the Ethics and Compliance Office. Exceptions that identify suspected violations of the law or this Code will be managed in accordance with the provisions stated below in “Reporting and Investigating Violations.”

Reporting and Investigating Violations

ComEd’s success in achieving legal and ethical compliance depends on each employee not only conducting his or her responsibilities in accordance with the law and the Code, but also by reporting matters that raise compliance or ethics issues.

Employees must report potential violations of the law or the Code by using one of the resources described in this section. Employees may be disciplined up to and including discharge for the failure to report a Code violation where they have a reasonable basis to know that a violation is occurring or has occurred. Employees who knowingly submit false reports will be subject to disciplinary action. If an employee self-reports wrongdoing, it will be a factor considered by management in connection with any discipline imposed for a violation of the law or the Code.

All reports alleging violations of the law or the Code will be treated confidentially to the extent possible under the circumstances. A prompt, thorough and independent investigation will be conducted of reported concerns. Employees are required to cooperate in any investigation of a compliance or ethics concern. Reported concerns regarding accounting, internal accounting controls or auditing matters will be reported to the Audit Committee of ComEd’s Board of Directors.

If an investigation discloses the need for corrective action, ComEd will implement appropriate corrective action to prevent recurrence.

The Ethics and Compliance Office

Because compliance and high standards of ethical behavior are important to the Company, employees must have access to additional guidance from a knowledgeable person when circumstances require. ComEd is committed to providing employees with the resources necessary to help them understand the Code, resolve compliance and ethics questions and report any compliance or ethics concerns. In this regard, ComEd employees have several options.

Managers and supervisors are an initial source of guidance for employees and an appropriate channel for questions or reporting compliance or ethics concerns. Each employee is encouraged to contact his or her manager or supervisor to discuss issues of interpretation or to report concerns with respect to compliance with the law or the Code.

The Ethics and Compliance Office is another avenue for seeking guidance on Code interpretation or reporting concerns. The office reports to the Corporate Secretary and its staff includes an Associate General Counsel accountable for administering the ethics and compliance program. The Ethics and Compliance staff may be reached by phone, e-mail, regular mail, or in person. Contacts may

18

be made anonymously.All contacts will be treated confidentially to the fullest extent possible.Reports to the Ethics and Compliance Office will be handled promptly, thoroughly, fairly, and discreetly.

Other avenues for guidance and reporting concerns in their respective areas are: Human Resources, Legal, Corporate Security, Internal Audit and Environment, Health and Safety.

ComEd employees may also contact the ComEd Help Line at 1-800-23-ETHIC, which is further described below.

Ethics and Compliance Help Line/Compliance Reporting Website

If employees are uncomfortable talking to someone at their location or at the Company regarding Code guidance or a concern, they may call the ComEd Help Line at 1-800-23-ETHIC. The Help Line is dedicated solely to answering questions concerning the Code and for reporting compliance or ethics concerns related to suspected violations of the law or the Code. Caller ID is not used and no attempt is made to identify the caller. Anonymous callers who wish to follow up on their call will be assigned a confidential case number and will be advised if additional information is required before an effective investigation can occur.

All calls to the Help Line are answered by an independent third-party contractor that maintains the service. The service is multilingual and is available 24 hours a day, seven days a week, 365 days a year. Once the call is complete, a report of the call is forwarded to the Ethics and Compliance Office for review and appropriate follow-up action, as described under the heading “Reporting and Investigating Violations.”

The contractor managing the Help Line may monitor calls for quality assurance purposes. Any quality assurance recordings will not be made available to the Company. The Help Line will communicate with employees about their specific issue or concern, but will not provide confidential information about the investigation to any employee. The Help Line will coordinate all communications with and from employees with ComEd’s Ethics and Compliance Office.

Employees may also access the Report an Ethics Concern web link to request a Code interpretation or report a concern. The Report an Ethics Concern link can be accessed through the ComEd intranet website by selecting the link “Report an Ethics Concern” or by entering: www.compliance-helpline.com.

The Help Line and the Report an Ethics Concern web link are valuable resources and are made available to employees to request advice or report compliance or ethics concerns related to the Code. Employees are encouraged to use them.

19

RETALIATION

Any individual may in good faith report a concern regarding the conduct of another person or cooperate in any investigation regarding a suspected violation of the law or the Code without fear of reprisal, harassment, discrimination or retaliation of any kind. Any form of reprisal against an individual because the individual raised a matter of conduct or cooperated in an investigation is contrary to our culture and values -- and it will not be tolerated. A person who engages in any act of retaliation will be disciplined, up to and including termination.

20

VIOLATIONS AND PENALTIES

ComEd considers this Code of Business Conduct to be of the utmost importance. Accordingly, it will be appropriately enforced at all levels. Violations of this Code will not be tolerated.

Discipline may be taken against any employee who:

· Authorizes or participates in actions which violate the law or this Code

· Fails to report a Code violation where there is a reasonable basis to know that a violation is occurring or has occurred

· Fails to cooperate with an investigation or intentionally conceals information or otherwise intentionally obstructs an investigation concerning a suspected violation of the law or the Code

· Retaliates or discriminates in any way against anyone who in good faith reports a suspected violation of the law or the Code by another person

· Retaliates or discriminates in any way against anyone who cooperates in any investigation of any such suspected violation or

· Fails to complete or falsely completes a certification of compliance questionnaire

Discipline may include, but is not limited to, a reprimand, performance improvement plans, temporary suspension, demotion, financial sanctions, reimbursement for ComEd’s losses or damages, and termination. The Company may as appropriate refer matters involving wrongdoing under the Code to law enforcement for criminal prosecution.

21

CONCLUSION

Ethical Decision Making

One of the primary goals of the Code is to enable employees to make ethical business decisions. The Code establishes a set of common expectations for behavior in areas that are vital to the Company’s reputation and that pose ethical or legal concerns.

Employees may find it helpful to ask the following questions before taking action in specific situations:

· Is your action honest in every respect?

· Will your action comply with the intent and purpose of the Code?

· Does it conform to ComEd’s policy?

· Could you defend your action in front of supervisors, fellow employees, the general public and your family?

· Do you feel comfortable taking the action?

In judging the appropriateness of any action, employees should be able to answer yes to each of these questions. If you are still unsure or uncomfortable with your course of action, please seek assistance.

The Company relies on the personal judgment and thoughtful behavior of each employee in conducting Company business. Ultimately, employees are personally accountable for their decisions and should discuss ethical questions with a supervisor, manager, or any of the other resources identified in this Code, or call the Ethics and Compliance Office Help Line at 1-800-23-ETHIC. Employees who feel uncomfortable discussing ethical questions with a supervisor or manager are encouraged to contact the Ethics and Compliance Office or call the Help Line at 1-800-23-ETHIC.

Accountability

Each employee is accountable for understanding and complying with the Code and compliance is a condition of employment. Managers have the additional accountability to create an environment that encourages ethical conduct and a commitment to compliance with the law.

· Managers, in collaboration with the Ethics and Compliance Office, are accountable for the following

· Knowing and communicating the laws and regulations that affect their respective areas of operation

· Assessing the potential for unethical or illegal conduct in their respective areas of operation and taking action to mitigate it

· Supporting a system for reporting concerns about ethics and unsafe conduct that protects employee confidentiality and anonymity to the fullest extent possible and ensures there is no retaliation against any employee for reporting a concern in good faith

· Monitoring and documenting compliance with the Corporate Compliance Program and

· Consistently administering disciplinary action regarding ethical misconduct and violations of the Code

· Each of us is accountable for following the law, complying with ComEd and business unit policies and procedures, and striving to live up to our own values as well as those of ComEd

Committing an illegal or unethical act as a ComEd employee, agent, or supplier is never justifiable.

Each employee must conduct his or her business for the Company in accordance with this Code of Conduct. All of our stakeholders, including employees, customers, regulators, investors and suppliers, expect it, and our success depends on it.

The Code is not a contract of employment and is not intended to create any contractual obligations on the part of ComEd. It does not alter the existing at-will employment relationship between ComEd and its employees. Labor organizations that represent employees have been placed on notice that the Code is included in the work rules applicable to their members.

22

EXHIBIT L

***

Copy to be provided and appended hereto.

L-1

Corporate Policy	HR-AC-70
	Revision 3
Human Resources	Page 1 of 5

USE OF CONTRACTORS

APPLICABILITY

This policy applies to employees of an Exelon subsidiary, affiliate or related Company as set forth below.

This Policy applies to the ***.

When a *** is also a***, the restrictions described in the *** also apply to such ***.

*** of this *** must be *** prior to *** by a ***, provided that a *** may be in compliance within *** days after ***.

*** relating to the ***. Where this Policy *** the terms of a ***, or any *** of such ***, it is the *** of the *** and the *** apply this *** in accordance with ***.

***

*** in this Policy is intended to, and this Policy does not, alter the *** or *** or any ***. *** retains the ***.

***.

L-1

Corporate Policy	HR-AC-70
	Revision 3
Human Resources	Page 2 of 5

1. PURPOSE

1.1. Exelon has established a policy regarding the *** to perform services. The Policy is intended to avoid situations in which Exelon might be considered a common law or joint *** of a ***. Please refer to Attachment A for guidelines regarding the ***. In addition to the rules described in this Policy, in all cases the *** must be approved by the vice president of the applicable business unit. ***shall be approved only in cases where it is determined that doing so is necessary to meet a critical *** requirement.

1.2. ***, reserves the right to determine whether any *** shall be ***. *** who was *** and whose *** shall not be *** for a period of at least *** years following the ***. In addition, a *** under an *** shall not be *** as a ***.

2. TERMS AND DEFINITIONS

2.1. For purposes of this Policy, the following words and phrases shall have the following meanings when capitalized herein:

2.1.1. “***” means an individual who is not classified on *** and is paid by Exelon to provide *** under a written***, between such individual as an individual and Exelon.

2.1.2. “***” means an individual who is either an *** or a *** and who is not classified on ***.

2.1.3. “Employee” means an individual performing services who is classified on Exelon’s payroll as a regular or temporary employee.

2.1.4. “Exelon” means Exelon Corporation or any of its Subsidiaries.

2.1.5. “***” means an individual (other than a ***) who is paid by Exelon for performing services and whose income is ***. For this purpose, payment for such services to a company, firm or other person that is substantially owned by or related to such individual, and that does not perform substantial services for companies unrelated to Exelon, is considered payment to that individual.

2.1.6. “Outage” means the temporary supplementing of the Exelon workforce during refueling and plant outages and storm restoration activities for the specific purpose of assisting with such tasks.

2.1.7. “Outsourced” means the transfer of service responsibilities previously performed by Employees to an outside service company or the performance by an outside service company of a new service, not then performed by Employees in the same business unit. Outsourced service may include the use of a *** to solely manage other Third Party Contractors provided by the same third party employer or leasing organization. (e.g., certain *** under Alliance arrangements).

2.1.8. “Project” means a temporary service or process with specified deliverables and start and end dates, that is wholly managed and performed by one or more ***. A Project may include turnkey and certain types of audit work.

2.1.9. “Retiree” means a former Employee whose employment was *** at the time of such former Employee’s termination of employment, and who previously received, is eligible to receive or is currently receiving benefit payments under a Retirement Plan.

2.1.10. “Retirement Plan” means any of the following tax-qualified retirement plans: ***.

2.1.11. “Subsidiary” means any company or other entity in which Exelon currently owns, directly or indirectly, an 80% or greater interest (either by value or voting control).

L-1

Corporate Policy	HR-AC-70
	Revision 3
Human Resources	Page 3 of 5

2.1.12. “***” means an individual who is performing services pursuant to the terms of a contract between Exelon and an ***, and who is paid ***. A *** may include ***.

3. MAIN BODY

3.1. *** (e.g. Staff Augmentation other than described in 2 below)

3.1.1. A *** may work on Exelon’s business, provided that the following conditions are met:

1. *** obtains a *** from the *** that includes: 1) a *** that the *** will not *** on ***, other than in a ***, for a total period of more than ***; 2) a *** in all ***; 3) a *** whether the ***; and 4) a *** that the *** will not *** as an ***, while *** as a ***.

***. *** may not *** as a *** on ***, other than in a ***, once the *** has worked on *** for a total period in excess of ***.

***. *** provided by *** is used and *** must at a minimum *** that *** will: 1) be *** for a total period in excess of ***, other than in a ***, with or without a ***; 2) have *** from the *** reported on ***; and 3) *** until the *** from the *** is *** and provided to the ***. In addition, *** shall require *** to *** for any *** is an ***, *** of any ***. *** must be approved by *** and an ***.

***. *** obtained through the appropriate ***. Note: the use of a *** as a *** for *** and is a ***.

***. *** with the requirements in ***.

3.2. OUTSOURCED, PROJECT OR OUTAGE FUNCTIONS

3.2.1. Generally, a *** may perform Outsourced, Project and Outage functions, provided that the following conditions are met:

1. *** obtains a *** from the *** that includes: 1) a ***; 2) a *** whether the *** is a ***; and 3) a *** that the *** will not *** as an ***, while *** as a ***.

***. *** provided by *** for *** and *** must at a minimum specify that *** will *** on *** until the *** from the *** and provided to the ***. In addition, *** shall require *** to *** and *** for any *** is an *** of any***. Any *** to the *** must be *** and an ***

***. *** are obtained through the appropriate ***. Note: the use of *** as a *** for *** is *** and is a ***.

HR-AC-70

Revision 3

Page 4 of 5

***. The determination of whether a *** is *** must be ***.

***. *** complies with the requirements in ***.

***. ***, if the work of a *** who performs an ***, *** is *** in the *** of ***, such *** will be subject to the ***.

3.3. *** (OTHER THAN *** IN 4 BELOW)

3.3.1. *** may not work on Exelon’s business.

3.4. ***

3.4.1. *** may work on Exelon’s business provided that the following conditions are met:

1. *** must be *** or *** and the *** of the applicable ***.

***. *** provides a *** that is no longer than *** and does not ***.

***. *** under the *** do not include any *** or the same or similar *** the *** while an ***.

***. *** includes a *** in all ***, and has been ***.

4. ATTACHMENTS

4.1. Guidelines for using ***

Approved:	/s/ S. Gary Snodgrass	6-23-06
	Executive Vice President, Chief Human Resources Officer	Date

HR-AC-70

Revision 3

Page 5 of 5

ATTACHMENT A

***

In addition to the conditions described in the ***, *** shall not:

*** *** in ***, unless the *** is identified as a *** on the ***;

*** ***, unless the *** is identified as a *** on the ***;

*** *** or be *** on ***;

*** ***;

*** ***;

*** ***;

*** ***;

*** ***, unless the *** toward managing the *** such as ***, including ***, if the *** is an *** of that *** that are *** may also ***;

*** ***;

*** ***;

*** ***;

*** ***.

The following guidelines also apply to the use of contractors:

· Contractors should not:

******;

******;

******;

******.

· Exelon Employees shall not:

******;

******;

******, except for *** defined in *** of the ***;

******;

****** (however, an *** may have ***

EXHIBIT M

***

· Addressing – ***

o IPv6

o IPv4

· Networking Protocols

*** Layer 3 IP protocols: ***

o Layer 2 RF:

· Smart Metering

o ANSI C12.18

o ANSI C12.19

· Distribution Automation

o DNP3 (IEEE 1815)

*** Modbus ***

· Home Area Network

*** ***

o ZigBee SEP 1.0

o ZigBee SEP 1.1 ***

*** ***

o IEEE 802.15.4 radio at 2.4 GHz

· Interfaces

o Serial (RS-232)

o Ethernet (RJ45)

*** Back office – the Silver Spring *** application suite supports a servicesoriented back-office architecture via standard web service interfaces or APIs. *** are defined in a ***, which is based on the ***. *** include *** and ***.

· Security

o NIST IR 7628

· Equipment environmental standards:

o AP and Relay are IP65 enclosure, Bridge is IP50 enclosure

· IEC 61850-3 ***

· IEEE 1613 ***

M-1

EXHIBIT N

SCOPES OF WORK

Copies to be provided and appended hereto.

N-1

	Amendment #1
	Amended and Restated Services and Material Agreement

This Amendment Number 1(“Amendment #1”), effective as of January 1, 2014 (“Amendment #1 Effective Date”), between Silver Spring Networks, Inc. (“Silver Spring”) and Commonwealth Edison Company (“ComEd”) amends the Amended and Restated Services and Material Agreement, dated January 25, 2012, between Silver Spring and ComEd (the “Agreement”). Silver Spring and ComEd are referred to herein as the “Parties” or a “Party,” as applicable. Capitalized terms not defined in this Amendment #1 will have the same meaning as in the Agreement.

The Parties agree to amend the Agreement as follows:

1. Delete Section 2.5 of Exhibit N – Statement of Work (“AMI SOW Full Deployment”) and replace in its entirety with the following:

2.5. Network Optimization. In Optimization, the layout of the NAN, Equipment configuration and implementation are validated by performing a variety of tests. As a result of such tests, Silver Spring may adjust its network design to require additional or relocated Equipment.

2. Delete Subsection 2.5.2.2 of Exhibit N – Statement of Work (“AMI SOW Full Deployment”) and replace in its entirety with the following:

2.5.2.2. Ensure that the *** have been installed in a *** allowing efficient ***. Only after the *** have been *** may ComEd initiate *** of such ***.

3. Delete, in its entirety, Section 4.4 of Exhibit N – Statement of Work (“AMI SOW Full Deployment”).

4. Delete Section 4.1 of Attachment 3 (“Service Levels and Service Level Credits”) to Exhibit N – Statement of Work (“AMI SOW Full Deployment”),and replace in its entirety with the following:

4.1. On-Demand Meter Read Requests. The UIQ System will successfully execute at least *** of all (a) ***, (b) *** and (c) *** made by ComEd for *** which are actively communicating. An *** is a single transaction to a single ***, initiated by a *** of the UIQ system. An *** does not include *** targeted at multiple *** (e.g. ***). For the purposes of calculating this Service Level, multiple attempts to connect with a single device within a *** will count as *** targeted at an *** which was not read in the previous *** will be ***; and *** Initiated by system-level accounts ***.

5. Delete Section 5.1 of Attachment 3 (“Service Levels and Service Level Credits”) to Exhibit N – Statement of Work (“AMI SOW Full Deployment”), and replace in its entirety with the following:

5.1. Availability. The UIQ application will be available to and accessible by ComEd and *** of the time via (a) a web browser client and (b) web services interface. A determination of availability will be based on ***. This metric will be measured by *** to the *** with valid username/password, looking for a *** on the homepage and validating it against the ***. This measures the availability of the hosted environment by *** of the application ***.

6. Delete, in their entirety, the following Sections or Tables in Attachment 3 (“Service Levels and Service Level Credits”) to Exhibit N – Statement of Work (“AMI SOW Full Deployment”):

a. Section 3.2

b. Table 4.2

c. Section 6 (including the Table contained therein)

Page 1 of 8

7. The following tables (including pricing notes) replace in their entirety the tables (including pricing notes) of the same title set forth in Section 3 (“Software-as-a-Service”) of Attachment 4 (“Pricing”) to Exhibit N – Statement of Work (“AMI SOW Full Deployment”): 

***
***	***	***	***	*** ***
***	***			***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

***: ***.

***: ***.

***.

***.

***.

***.

***.

***.

***.

***.

***.

.

***: ***.

Page 2 of 8

***:***.

***

***
***	***	***	***	*** ($***)
***	***			$***
***	***	***	$***	$***
***	***	***	$***	$***
***	***	***	$***	$***
***	***	***	$***	$***
***	***	***	$***	$***
***	***	***	$***	$***
***	***	***	$***	$***
***	***	***	$***	$***
***	***	***	$***	$***
***	***	***	$***	$***
***				$***

***: ***.

***: ***.

***.

***.

***.

***.

***.

***.

***.

***.

***.

***.

***: ***.

***: ***.

***
***	***	***	***	***
***	***			***
***	***	***	***	***
***	***	***	***	***
Total				***

Page 3 of 8

***:***.

***: ***.

***: ***.

***
***	***	***	***	***
***	***			***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
Total				***

***: ***.

***: ***.

***: ***.

Page 4 of 8

8. ***:

***
Skill Level	Catalog Number	Total ($USD)	Billing Schedule
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
Total		***

*** : ***:

o ***

o ***

*** : ***.

*** : ***.

*** : ***.

***
Item	Catalog Number	Qty	Price / Unit ($USD)	Total ($USD)
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
Total				***

*** : ***.

*** : ***.

Page 5 of 8

***
Item	Catalog Number	Qty	Price / Unit ($USD)	Total ($USD)
***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
Total				***

*** : ***.

*** : ***.

***
Item	Catalog Number	Qty	Price / Unit ($USD)	Total ($USD)
***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
Total				***

*** : ***.

*** : ***.

***
Item	Catalog Number	Qty	Price / Unit ($USD)	Total ($USD)
***	***	***
***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***

Page 6 of 8

***	***	***	***	***
***	***	***	***	***
Total				***

*** : ***.

*** : ***.

*** : ***.

***
Item	Catalog Number	Qty	Price / Unit ($USD)	Total ($USD)
***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
Total				***

*** : ***.

*** : ***.

Page 7 of 8

9. Integration; Conflict. The foregoing provisions shall govern notwithstanding any contrary provision in the Agreement or any previously executed agreement between the Parties. Except as otherwise expressly provided or modified herein, the (i) terms and conditions of the Agreement remain in full force and effect, and (ii) this Amendment #1 and the Agreement constitute the entire and exclusive agreement between the Parties regarding the subject matter hereof, and supersede all proposals and prior agreements, oral or written, and all other communications. In the event of a conflict between this Amendment #1 and the Agreement, this Amendment #1 shall govern.

IN WITNESS WHEREOF, the Parties have caused this Amendment #1 to be executed by their duty authorized representatives.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	***	By:	***
Name:	***	Name:	***
Title:	***	Title:	***
Date:	10-27-14	Date:	10-28-14
			Approved by Legal:
				/s/ ***
			***

Page 8 of 8

	Amendment #2 “Development Environment for GridScape”
	Amended and Restated Services and Material Agreement

This Amendment Number 2 (“Amendment #2”), effective as of November 1, 2014 (“Amendment #2 Effective Date”), between Silver Spring Networks, Inc. (“Silver Spring”) and Commonwealth Edison Company (“ComEd”) amends the Amended and Restated Services and Material Agreement, dated January 25, 2012, between Silver Spring and ComEd (the “Agreement”). Silver Spring and ComEd are referred to herein as the “Parties” or a “Party,” as applicable. Capitalized terms not defined in this Amendment #2 will have the same meaning as in the Agreement.

The Parties agree to amend the Agreement as follows:

1. Add the following table (including pricing notes) to Section 3 (“Software-as-a-Service”) of Attachment 1 (“Pricing”) to Exhibit N‑2 – Statement of Work (“DA SOW Full Deployment”):

***
Item	Catalog Number	Qty	Price / Unit ($USD)	Total ($USD)
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
Total				***

*** : ***.

*** : ***.

*** : ***.

*** : ***.

*** : ***.

2. Integration; Conflict. The foregoing provisions shall govern notwithstanding any contrary provision in the Agreement or any previously executed agreement between the Parties. Except as otherwise expressly provided or modified herein, the (i) terms and conditions of the Agreement remain in full force and effect, and (ii) this Amendment #2 and the Agreement constitute the entire and exclusive agreement between the Parties regarding the subject matter hereof, and supersede all proposals and prior agreements, oral or written, and all other communications. In the event of a conflict between this Amendment #2 and the Agreement, this Amendment #2 shall govern.

Page 1 of 2

Approvals

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment #2 to be executed by their duty authorized representatives as of the Amendment #2 Effective Date.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	***	By:	***
Name:	***	Name:	***
Title:	***	Title:	***
Date:	12-03-2014	Date:	12-04-2014

[End]

Approved by Legal:
	/s/ ***
***

Page 2 of 2

	SERVICES AND MATERIALS AGREEMENT
	Exhibit “N” Statementof Work – AMI SOW Full Deployment Statement of Work #[___]

This Statement of Work (“SOW”) is entered into as of January [25],2012 (“SOW Effective Date”) between Silver Spring Networks, Inc. (“Silver Spring”) and Commonwealth Edison Company (“ComEd”). This SOW is subject to the terms of the Amended and Restated Services and Material Agreement dated as of the date hereof, between Silver Spring and ComEd (the “Master Agreement”). Capitalized terms used but not defined in this SOW have the meaning assigned them in the Master Agreement. In the event that there is a conflict or inconsistency between this SOW and the Master Agreement, the terms of the Master Agreement will prevail unless specifically stated in this SOW to the contrary. Notwithstanding the foregoing, in the event of any conflict or inconsistency between an ComEd Responsibility or a Joint Responsibility designated under this SOW and an ComEd Responsibility designated in the Master Agreement, the terms of this SOW will control with regard to such ComEd Responsibility. To the extent a task is designated as a Joint Responsibility in this SOW, the portion of such task to be performed by ComEd shall be deemed an ComEd Responsibility for which this SOW will control.

Definitions

“Access Points” means Equipment that acts as an interface between *** and the *** that allows the UIQ Software to communicate with the ***.

“AMI” means advanced metering infrastructure, which means hardware and software that, along with communications services, enable automated meter reading and other capabilities defined in the Specifications.

“AMI Project” means the AMI project undertaken by ComEd under this SOW. The AMI Project comprises all responsibilities assigned to the Parties under this SOW. AMI Project does not include materials, equipment, software or services provided by third parties not under Silver Spring’s direction or control.

“AMI System” means the combination of Silver Spring technologies providing the AMI, including without limitation: (a) the***; (b) *** connections to/from Access Points, and (c) the***, exclusive of ***. The AMI System will also include the ***, provided by ***, which consists of ***, ***, *** in which the *** equipment is located..

“***” means (i) communications between and among the UIQ System and ***, *** associated with ***; and (ii) data and communications flowing between the UIQ System and *** through the Silver Spring ***, provided that the same are related to *** and ***.

“***” means the “***” stored once daily in a register in the *** as installed in the *** (usually at ***).

“Back Office” Silver Spring’s UtilityIQ® system, including without limitation, ***, the Software and the following network and application components: *** connecting *** to a ***; and (c) a *** (including ***).

“Communications Module” means Silver Spring’s network interface card (sometimes also referred to as a “NIC”), that is installed in Equipment and meters.

“Disaster Recovery Plan” is defined in Task 3.1.2.3.a.

“eBridge” means Equipment that provides *** used to control components of the ***.

“Endpoints” means and includes Integrated Meters and eBridges.

“Enhanced Field Network Design” has the meaning specified in Task 2.1.1.1.

“Initial Field Network Design” has the meaning specified in Task 2.1.1.1.

“Instance” means a copy of *** installed on either a Silver Spring or ComEd server.

Page 1 of 46

“Integrated Meter” means an electricity metering endpoint provided by the meter provider into which the NIC has been integrated in accordance with applicable specifications.

“Interval Read” means, for Integrated Meters, the “interval values” stored in the channels in the Communication Module, which are recorded on the Communication Module on a periodic basis (e.g., every 15 or 60 minutes).

“IP” means Internet Protocol.

“NAN” means a Neighborhood Area Network.

“Non-AMI Traffic” means any network communications or information that does not constitute AMI Traffic.

“Optimization” means the procedure by which the *** have been validated (“Optimized”) by performing active and passive tests to confirm that performance and redundancy meets the design specifications upon which the Parties have agreed. Optimization is executed in a given area of the service territory when scheduled by the Parties after initial Equipment installation is complete in such area, and it may include tuning of the network as required for achieving the required performance and redundancy.

“***” means an Endpoint that is located in an area of the *** which has been Optimized and which is in any of the following operational states within the UIQ System: *** and, but which is not: (i) in a *** state; or (ii) considered to be in the process of *** Silver Spring *** that the number of Access Points and Relays required by the *** will not exceed the *** by more than ***. All required Access Points and Relays in excess of this *** (including associated mounting equipment and battery backups) will be provided by Silver Spring ***. For clarity, if *** is determined to be a ***, Silver Spring will remediate the issue and all incremental Relays or Access Points required to remediate will count against the ***; i.e., once the *** is reached, all additional Relays and Access Points (including associated mounting equipment and battery backups) will be provided by Silver Spring ***. The Parties agree that this cap does not apply to any remediation required for *** in *** across ComEd’s service territory and that the Parties will mutually agree to any remediation required in these scenarios. Remediation of these coverage issues may take one of several forms:

*** Deploying an ***

*** Deploying an *** and ***

*** Specifying a new solution, including potential to *** for one with ***

*** the meter in extreme situations ***.

“Relay” means Silver Spring’s wireless receiver that routes and forwards information through the Silver Spring mesh network.

“RF” means radio frequency.

“Statement of Work” or “SOW” means this Statement of Work.

“System Change” means any change or modification to any infrastructure components of the hardware and software used in the Back Office.

“UtilityIQ® Software”, “UIQ Software” or “UIQ” means the object code version of Silver Spring’s UtilityIQ software.

“Urgent System Change” is defined in Task 4.2.1.2.

Equipment

For the AMI Project, ComEd will purchase, at the prices specified in Exhibit D (“Pricing”), at least the following quantities of Equipment, as estimated in the Initial Field Network Design described in Task 2.1.1.1, by issuing a Purchase Order to Silver Spring:

· *** Access Points

· *** Relays

· *** Mounting Equipment (type and quantities to be defined)

· *** Battery Backups

Page 2 of 46

In addition, Silver Spring recommends that ComEd maintain an inventory of spare Equipment as follows:

· Access Points: ***

· Relays: ***

· Mounting Equipment: ***

· Battery Backups: ***.

When quantities change pursuant to the Enhanced Field Network Design described in Task 2.1.1.4 and the Final Field Network Design described in Task 2.5, ComEd will purchase the additional quantities of Equipment as are identified at each of those steps. ComEd must supply required configuration information so that deliveries may be made within required lead time.

Silver Spring *** that the number of Access Points and Relays required by the *** will not exceed the *** by more than ***. All required Access Points and Relays in excess of this *** will be ***. For clarity, if ***, Silver Spring will ***. The Parties agree that this cap does not *** and that the Parties will mutually agree to ***:

· ***

· ***

· ***.

Silver Spring further *** that the number of Access Points and Relays required by the *** will not exceed the *** by more than ***. All required Access Points and Relays in excess of this ***. The Parties agree that these *** will occur *** and consider all ***.

Certain Integrated Meters Excluded from Optimization

Silver Spring will likely identify and track with ComEd a small minority of Integrated Meters that will be excluded from Optimization tests because field conditions, ComEd’s cost considerations, or ComEd’s schedule does not permit remediation before or during the Optimization of an Optimization Area. After Optimization, the Parties will work together to mutually agree to the solution for these edge case Integrated Meters.

Software

Silver Spring hereby licenses the Software listed in Attachment 1 to this SOW under the terms of the Master Agreement.

Tools

For the AMI Project, Silver Spring assumes that ComEd will purchase or license (for Software tools) the following quantities of tools:

· *** Communications Tester software (formerly referred to as “Communication Access Test Tools” or “CATT,” and noted as such in Exhibit F)

· *** Field Service Units (FSUs)

· *** Meter and NIC Test in-Shop tools (MANTIS)

Services

Task 1 – Program Management

1.1. Project Management

1.1.1. Silver Spring Responsibilities. Silver Spring will manage the AMI Project described in this SOW, including all corresponding products and services by its employees and its subcontractors, for a maximum of *** (***) *** beginning with the SOW Effective Date.  These services will include the following activities:

a. Coordination of all Silver Spring activities, including delivery of Equipment against purchase orders.

b. Creating, tracking and updating Silver Spring’s AMI Project schedule.

c. Providing weekly status reports that identify AMI Project progress, issues and outstanding action items.

d. Attending weekly meetings as agreed to with ComEd’s project team to coordinate AMI Project activities between Silver Spring and ComEd.

Page 3 of 46

e. Coordinating Silver Spring’s deliverables to ComEd’s third party contractors.  

f. Answering general questions and providing overall program facilitation.

1.1.2. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Supply a project manager to coordinate all ComEd activities related to AMI Project.

b. ComEd’s project manager will work to create efficient paths of communication with Silver Spring, including prioritizing communication requests made to the Silver Spring team.

Task 2 – Field Network Deployment

2.1. Field Network Design

2.1.1. Silver Spring Responsibilities. Silver Spring will provide field network design services in the following order to yield ***, ***.

2.1.1.1. Develop an initial estimate of the number of Access Points and Relays required for the deployment area, based on the ***, and ***, as well as *** and ***. Typically, little consideration is given to ***. This initial count and layout of each *** comprises the initial field network design (“Initial Field Network Design”).

2.1.1.2. Develop *** based on applicable location data (pole data) supplied and validated by ComEd.

2.1.1.3. Complete a site survey of the deployment area to validate the *** and ***. Silver Spring will provide site survey results through lat/long coordinates. For a complete site survey, Silver Spring may extend the site survey to include additional Access Point or Relay recommended installation locations. (These additional locations will be reviewed and approved pursuant to ***, but not used during the *** described in ***. Rather, these additional locations will be available for additional Access Points or Relays that may be determined to be necessary when Silver Spring prepares the ***, as described in ***.)

2.1.1.4. Following the site survey and ComEd’s review of the pole locations, Silver Spring will recommend any necessary changes to the ***. Any recommended changes that are acceptable to ComEd will be incorporated into the site survey results and the *** to yield an ***.

2.1.1.5. If ComEd’s preferred ***, investigate *** during *** by reviewing coverage maps provided by the cellular carrier(s), taking into account ComEd’s preference for any particular ***, and *** the location during the *** to *** coverage.

2.1.2. ComEd Responsibilities. ComEd will perform each of the following tasks.

2.1.2.1. Provide/confirm *** and other *** / *** requirements that will affect *** requirements..

2.1.2.2. Provide the *** that can be used to determine where *** should be attached, including without limitation, the *** and other such material that depict the *** (if available), and ***.

2.1.2.3. Help Silver Spring understand the specific placement criteria and installation techniques acceptable to ComEd for the installation of *** on ComEd facilities.

2.1.2.4. Following the site survey, review the recommended installation locations and propose changes to these locations.

2.1.2.5. Secure and pay for all internal and external approvals, improvements, modifications, for attachment of Access Points and Relays, including local construction permits, franchises, licenses, or other fees. This step must be completed prior to ***.

2.1.2.6. Determine and provide the method of *** for *** and *** at any given location.

2.1.2.7. If necessary, install poles that are in addition to those currently available in the service area in order to satisfy the ***.

2.1.2.8. Obtain the services of the ***, if any, and provide coverage maps to Silver Spring for its use during the design of the ***. Upon ComEd’s acceptance of Silver Spring’s *** resulting from the site survey, ComEd will acquire the *** facilities necessary to provide backhaul capabilities consistent with the network design. ComEd will ensure that all *** communication links are installed and maintained in accordance with Silver Spring’s specifications, including establishing a *** from the *** to the appropriate data center(s) housing the *** to carry traffic between the *** and the ***.

2.1.2.9. Submit a *** to *** in a form *** to Silver Spring that authorizes Silver Spring to act as *** and directly communicate with and instruct *** on behalf of ComEd regarding ***.

Page 4 of 46

2.1.2.10. Contract with and manage the *** contractors. ComEd will confirm that its contractors follow Silver Spring-provided specifications for installing *** to assure successful building of the ***, including but not limited to installing the *** in a given area prior to the deployment of the *** and sequencing of *** in the manner prescribed by Silver Spring. 

2.1.2.11. Compile an as-built data spreadsheet, listing pertinent information about the location of each ***, including but not limited to *** for the object to which the *** will be attached ***, and any other relevant site-specific information that the Silver Spring may reasonably request and that is *** to ComEd.

2.1.3. System Specifications. The initial specifications for the System are attached to the Master Agreement as Exhibit B. Silver Spring will create detailed specifications for the System based on such initial Specifications and deliver such specifications to ComEd for its review. Silver Spring will incorporate Com Ed’s comments regarding such specifications and deliver further revised specifications to ComEd. After ComEd’s acceptance of such revised specifications, each Party’s Designated Representative shall sign such specifications, which shall be deemed the Specifications under the Master Agreement and attached to the Master Agreement. Such Specifications shall be finalized before Optimization of the first Optimization Area. After Optimization of each Optimization Area, the Parties shall review the Specifications and make any changes that are agreed upon by the Parties or reasonably requested by ComEd and update Attachment 6 hereto accordingly.

2.2. Field Network Deployment and Deployment Support

2.2.1. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks.

2.2.1.1. Silver Spring will provide the following in-field support:

a. Train ComEd field personnel and its contractors (if any) on the specific aspects of installing *** and assisting in review and development of ComEd’s construction specification. This training will be completed within ***. This training can be *** for the incremental fees listed in the Attachment 4, Pricing.

b. Perform a three-day field audit of the *** to ensure contractor quality of work. This audit can be *** for the incremental fees listed in the Attachment 4, Pricing.

c. Perform an assessment of ComEd’s work order management system during deployment planning, if required.

d. Train ComEd and its contractor personnel on troubleshooting procedures ***, along with use of the relevant tools. This training will be completed within *** and will be scheduled at a ***. This training can be repeated as required by ComEd for the incremental fees listed in the Attachment 4, Pricing.

2.2.1.2. Reimburse ComEd for its mutually agreed labor costs associated with *** any failed *** and associated *** identified by troubleshooting procedures. Silver Spring will *** in accordance with the agreed *** throughout the ***.

Throughout the deployment period, Silver Spring will conduct in-field troubleshooting of installed Access Points and Relays.

2.2.1.3. Silver Spring will provide the following support for the later of *** from SOW execution or reassignment of the Resident Engineer:

a. ***.

b. ***.

c. ***.

2.2.1.4. Silver Spring will provide the following support for the later of *** from SOW execution or reassignment of the Resident Engineer, and will continue to do so unless and until Silver Spring provides ComEd with instructions for doing these tasks on its own:

a. ***.

b. ***.

c. ***.

d. ***.

2.2.2. ComEd Responsibilities. ComEd will perform each of the following tasks.

2.2.2.1. Provide Silver Spring the data required for the device location file for each *** electronic format.

Page 5 of 46

2.2.2.2. Supply to Silver Spring, through an agreed-upon process and timeframe, an electronic file with location data (“Location File”) for ***, including any *** that are ***. The Location File will contain the data and be in a format that is consistent with Silver Spring specifications. 

2.2.2.3. Complete all tasks necessary to inventory and warehouse all Equipment.

2.2.2.4. Replace (including removal and installation) any failed Integrated Meters identified by troubleshooting procedures. Silver Spring shall *** in accordance with the *** pursuant to the terms of the Master Agreement, or, if such Equipment is not ***, ComEd shall be responsible for *** the replacement Equipment.

2.2.2.5. Identify a principal representative to communicate any Access Point or Relay issues identified by Silver Spring.

2.2.2.6. Provide Silver Spring with electronic updates to the following information at the frequency noted below, and provide cumulative lists of the same information upon Silver Spring’s reasonable request:

a. A *** deployment forecast for the upcoming *** (to be provided initially at a time *** and then to be provided *** by the last day of each calendar ***). The deployment forecast must include the *** installation rates by area for the upcoming ***.

b. *** Parties and then to be revised *** and provided by the last day of each ***). The total deployment forecast must include *** by area.

c. The location of all ***, including whether the Access Point or Relay was *** at or *** to a ***, and any *** at the time of *** that may affect *** of the *** (to be provided initially at a time mutually agreed by the Parties and then to be provided ***.

d. Status update for pending Access Points and Relays, indicating the stage of *** and expected date of *** (to be provided initially at a time mutually agreed by the Parties and then to be provided ***). The report should also include a tally of *** for each designated area as part of Optimization.

e. List of facilities with *** that will no longer be available. Such information will be used by Silver Spring to determine the appropriate ***, if required to maintain performance of the ***. ComEd will *** associated with *** these devices.

f. List of Integrated Meters that are expected to be *** over the next *** (to be provided initially at a time mutually agreed by the Parties and then to be provided ***.

2.3. Field Network Installation. This SOW assumes that ComEd or its contractor(s) will install Access Points and Relays, following Silver Spring guidelines prior to installing Integrated Meters.

2.4. Endpoint Installation.

This SOW assumes that ComEd or its contractor(s) will install Integrated Meters.

2.4.1. Joint Responsibilities. The Parties will work together to perform the following tasks during the Endpoint Installation Phase.

2.4.1.1. Collaborate to establish the meter deployment plans for each area. Plans will include the areas of deployment, timing of deployment, deployment activities by area, and other items required to coordinate deployment activities between the Parties.

2.4.2. ComEd Responsibilities. ComEd will perform each of the following tasks:

2.4.2.1. ComEd will install Integrated Meters *** have been *** and *** to cover the geographic area where *** are to be installed.

2.4.2.2. Notify Silver Spring that installation is complete via at least a daily meter exchange file, and supply *** with the latitude and longitude of each ***.

2.4.2.3. Coordinate with ComEd’s customer for the replacement or repair of damaged or faulty meter sockets identified during the installation of the ***.

Page 6 of 46

2.5. Network Optimization. In Optimization, the layout of the *** are validated by performing a variety of tests. As a result of such tests, Silver Spring may *** to require ***. As noted in ***, Integrated Meters should be *** before ComEd begins *** of such meters and must be *** before Silver Spring is *** related to meter read delivery within the Optimization Area, as defined in ***. 

2.5.1. Silver Spring Responsibilities.

2.5.1.1. After *** of the Integrated Meters have been installed in a contiguous area of no less than *** (an “Optimization Area”), and assuming that *** required by the *** for that area have also been installed and validated, Silver Spring will perform *** of that Optimization Area.

2.5.1.2. As a result of such tests and analyses, Silver Spring may recommend the placement of additional or relocation ***.

2.5.1.3. After such installation or relocation, Silver Spring will complete the analysis and provide a *** of the *** for the Optimization Area being evaluated to ComEd within ***.

2.5.2. ComEd Responsibilities. ComEd will perform each of the following tasks:

2.5.2.1. Identify an individual to coordinate Optimization for ComEd. Through this individual, ComEd will be responsible to schedule the Optimization by Optimization Areas consistent with the deployment schedule for the Integrated Meter: as a first order of business, the Parties must agree upon an overall Optimization schedule, including each Optimization effort and associated area, prior to beginning the initial Optimization effort. This individual will also be responsible for scheduling and coordinating Optimization-related tests within ComEd’s organization.

2.5.2.2. Ensure that the Integrated Meters have been installed ***.

2.5.2.3. After each Optimization effort is completed where the resulting recommendations include the relocation of *** or installing new ***, ComEd will review the recommended locations (***) and secure all internal and external approvals ***.

2.5.2.4. Install and/or relocate all *** as agreed during the Optimization process.

2.5.2.5. Provide location files to Silver Spring, consistent with Silver Spring specifications.

2.6. System Testing

2.6.1. ***. Silver Spring will ***.

2.6.2. *** at ***, not currently listed in ***). ComEd acknowledges that *** for an *** to be *** in a separate SOW, and is distinct from the *** conducted at *** and in the *** as described in ***.

2.6.2.1. Silver Spring Responsibilities. For each ComEd on-site lab environment, Silver Spring will dedicate one of its staff for a maximum of ***, including pre-set-up coordination, to visit *** assist in ***. It is assumed that testing will apply only to Silver Spring’s ***. Each lab will be *** consistent with Exhibit D.

2.6.2.2. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Purchase all equipment for the labs and provide the facilities, including any necessary infrastructure. If Silver Spring is required to provide on-site assistance, ***.

b. Perform tests.

c. Document the testing, if required.

d. Provide Silver Spring with *** written notice prior to scheduling ***.

2.6.3. Acceptance Testing

2.6.3.1. Joint Responsibilities. Silver Spring and ComEd will mutually agree upon the *** based on the criteria identified in Attachment 2 within *** of executing this SOW.

2.6.3.2. Silver Spring Responsibilities. Silver Spring will perform the following tasks for *** (except as specifically limited to the ***:

a. Develop test scripts based on the ***.

b. Perform the Lab Tests in Silver Spring’s Redwood City office, based on the written test scripts.

c. Perform *** for the *** immediately following the completion of *** and *** in the ***, as defined in ***. Silver Spring will *** the *** and with ***, Silver Spring will ***.

Page 7 of 46

d. After Optimization of the first Optimization Area, attend a *** to analyze the results of the testing. 

e. Provide ***, including *** format to be agreed upon and executed by both Silver Spring and ComEd..

2.6.3.3. ComEd Responsibilities. ComEd will perform each of the following tasks for *** (except as specifically limited to the ***):

a. *** provide *** necessary to complete ***.

b. Provide a *** to coordinate *** with Silver Spring, including any ***.

c. Provide a *** for *** prior to the commencement of *** will be *** after ***.

d. After Optimization of the first Optimization Area, *** a *** with *** in *** to analyze the results of the testing.

Task 3 - Application Deployment

3.1. UIQ Deployment

3.1.1. Technology Planning. Before and during Task 3.1.2 (Design/Setup of Back Office) and Task 3.2 (UIQ Integration and Configuration Assistance), Silver Spring and ComEd will engage in interactive technology planning sessions that will provide information about the Design/Setup and UIQ Integration Assistance tasks and educate key ComEd personnel on Silver Spring technology and practices. Sessions will be held via telephone conference call or web conferencing (e.g., WebEx). Sessions will begin upon execution of this SOW and be completed within three (3) months. These sessions are separate from and in addition to training sessions provided under Task 3.3.

3.1.1.1. ComEd will ensure that appropriate ComEd staff and its contractors participate in relevant technology planning sessions, so that ComEd can make appropriate design decisions as an outcome of the technology planning sessions.

3.1.1.2. Silver Spring will determine, in its sole discretion, the number and selection of Silver Spring participants, but with the intent of providing ComEd with the necessary level of expertise. If ComEd has retained system integration consultants, ComEd will ensure that such consultants sign confidentiality agreements that are at least as restrictive as those between ComEd and Silver Spring to protect Silver Spring’s Confidential Information, and that such consultants will be included in appropriate sessions.

3.1.1.3. Initial *** and Integration Assessment. Silver Spring and ComEd will jointly discuss and complete the *** Questionnaire to:

a. Confirm the size and scope requirements of the deployment (e.g., number, type, configuration of ***; number of channels; number of intervals; etc.) based upon AMI Project requirements.

b. Confirm the information in Attachment 1 concerning the number, type, size, and timing of the *** required by ComEd, and the complete set of Silver Spring product offerings (application modules, etc.) to be deployed and made operational based upon AMI Project requirements.

c. Outline impact of *** on ComEd’s other systems and processes.

d. Determine *** read schedules and data export configurations.

e. Establish data retention requirements and responsibilities.

f. Determine *** user authentication methodology, including possible integration with ***.

3.1.1.4. Network Planning. Silver Spring will lead interactive sessions to:

a. Provide an overview of Silver Spring technology, end-to-end.

b. Regarding Backhaul:

(i) Provide a detailed review of Silver Spring *** technology.

(ii) Provide detailed review of Silver Spring’s ***.

(iii) Assist ComEd in identifying ***.

(iv) Assist ComEd in identifying appropriate *** for deployment.

(v) Provide a detailed review of Silver Spring *** network design issues related to ***

Page 8 of 46

c. Regarding ComEd connectivity: 

(i) Determine network “touch-points” where the *** will connect with ComEd’s data center or corporate network.

3.1.1.5. Security Planning.

a. Silver Spring will lead an interactive session(s) to provide a security model overview with ComEd, including a review of the security technologies, policies, processes, controls and features of the UIQ System. In addition, the session(s) will include discussions of RF mesh and WAN security. Any follow up actions will be completed in accordance with paragraph 3.1.2.1.b.

b. ComEd will provide contact information for the person or department with whom Silver Spring will communicate should any security-related incident arise during operations.

3.1.1.6. Collaboration. Silver Spring and ComEd will work together to perform each of the following tasks:

a. Adopt, or modify as agreed, Silver Spring’s standard change management process.

b. Adopt, or modify as agreed, Silver Spring’s standard incident management process.

3.1.2. Design/Setup of Back Office

3.1.2.1. Joint Responsibilities. Silver Spring and ComEd will work together to perform each of the following tasks:

a. ***.

b. Implement security aspects of the network configuration and setup as agreed upon in Task 3.1.1.5.

c. The Parties will review and modify as necessary the Disaster Recovery Plan annually.

d. *** Task 3.1.2.2.j.

3.1.2.2. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

a. Modify, as required, Silver Spring’s standard disaster recovery plan (as modified, the “Disaster Recovery Plan”), which will include *** in the case of loss of an entire data center or other event causing a significant loss of system functionality and/or inability to access or read data and which is declared to be a disaster under the Disaster Recovery Plan.

b. Use information generated as part of Task 3.1.1.3 to establish database, storage and backup requirements. Unless otherwise agreed, the requirements will include without limitation, a plan for Silver Spring to backup Generated Data daily and retain a minimum of *** backups at ***. The backups will be stored both at the site of the data center for quick recovery as well as off-site for data protection. Silver Spring will take immediate steps to restore any lost or corrupted data from the most recent back-up disk or from the remote server.

c. ***.

d. ***.

e. ***.

f. Install, configure and test ***.

g. Install, configure and test ***.

h. Install, configure, and test ***.

i. Provide network connectivity between ***.

j. Perform end-to-end validation ***.

k. Configure and test hardware and software backup solution.

3.1.2.3. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Review and, if such Disaster Recovery Plan is satisfactory to ComEd, approve Silver Spring’s modified disaster recovery plan (as modified, the “Disaster Recovery Plan”), which will include *** in the case of loss of an entire data center or other event causing a significant loss of system functionality and/or inability to access or read data and which is declared to be a disaster under the Disaster Recovery Plan.

b. ***

Page 9 of 46

c. Provide input regarding the configuration of UIQ including user accounts and any ComEd-specific configuration elements (e.g., batch job schedule and frequency, import/export process and interfaces). 

d. Confirm application reachability and access/authorization functionality of the UIQ environments.

3.2. UIQ Integration and Configuration Assistance

Silver Spring will provide a dedicated Solution Architect for *** of the deployment (commencing when the Solution Architect first reports) to accomplish the tasks listed in each of the phases of UIQ Integration and Configuration Assistance. Note that this SOW excludes the following out-of-scope tasks:

a. ***.

b. ***.

c. ***.

3.2.1. Assessment Phase – Assessment of the Impact of UIQ on ComEd’s Processes and Systems

3.2.1.1. Joint Responsibilities. Silver Spring and ComEd will work together to perform each of the following tasks:

a. Agree on complete list of ComEd’s business requirements for UIQ and the impact of the UIQ System on ComEd operations and processes, including gap analysis of current against desired capabilities and identifying in-scope systems and vendors for integration requirements.

b. Meet jointly with ComEd’s system integrator (under mutually agreed-upon confidentiality agreements), if any, to facilitate knowledge transfer about UIQ.

3.2.1.2. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

a. Provide feedback on whether and how UIQ can or cannot meet each of ComEd’s business requirements.

b. Work with ComEd to implement ComEd’s business requirements in UIQ configurations.

c. Answer questions, if any, regarding product documentation and training.

3.2.1.3. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Coordinate meetings with vendors and internal resources, as needed, to provide the optimal flow of information.

b. Provide written documentation of UIQ configurations necessary to meet ComEd’s business requirements.

c. Provide timely resolution of business requirement and project scope issues.

3.2.2. Planning Phase - UIQ Integration and Test Planning

3.2.2.1. Joint Responsibilities. Silver Spring and ComEd will work together to perform each of the following tasks:

a. Develop system context diagrams and interactions.

b. Map high-level data flow and requirements with each in-scope system.

c. Meet jointly with ComEd’s system integrator, if any, to facilitate knowledge transfer about ***.

d. Establish project plan and sequencing of integration for the in-scope *** components.

3.2.2.2. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

a. Develop the preliminary design for the *** that the Parties have described as the *** document.

b. Develop the *** for each identified business use-case.

c. Identify and catalog *** application configurations.

d. Work with ComEd to document the functional test plan and environments requirements.

e. Document integration use-cases and sequence diagrams.

3.2.2.3. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Articulate requirements for testing and work with Silver Spring to develop the *** test plan.

b. Identify which of ComEd’s back-office systems require integration with *** to fulfill ***.

c. Determine the number and type of simulated meters needed for testing.

Page 10 of 46

d. Provide Silver Spring with access to vendors and application subject matter experts as needed to complete ***. 

e. Timely sign-off on Silver Spring *** in accordance with the Master Agreement.

3.2.3. Design Phase – UIQ Integration Design

3.2.3.1. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

a. Provide data mapping analysis between *** and ComEd’s back-end systems, with low level system data flow and mapping of each system/vendor in-scope.

b. Create the detailed design for the ***, which shall be materially complete and accurate at the time of implementation, that the Parties have described as the *** document.

c. Provide subject matter expertise on ***.

d. Work with ComEd to configure *** to meet the ***.

3.2.3.2. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Identify system data and processing ***.

b. Review data mapping analysis from end-to-end perspective.

c. Provide timely response to Silver Spring inquiries for information or clarification of requirements.

d. Sign-off on *** Document.

3.2.4. Execution Phase – UIQ Integration Execution

3.2.4.1. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

a. Configure the Instances of *** to meet ComEd’s requirements, according to the *** document, and revise the document as necessary pursuant to further discussions and work with ComEd.

b. Provide documentation about the configuration of ***.

c. Enable ComEd’s resources to understand how *** has been configured.

d. Validate the *** installation and configuration.

e. Assist in troubleshooting and resolving *** environment issues.

f. Assist with early stage prototyping and testing of component integration.

g. Provide sample request/response web services for in-scope integration use cases.

h. Guide ComEd on how to create test plans for ***.

3.2.4.2. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Develop system interfaces between *** and ComEd’s back office systems.

b. Develop test cases.

c. Assign resources to work with Silver Spring to configure ***.

d. Track project issues and resolution.

3.2.5. Testing Phase – UIQ Integration Testing

3.2.5.1. Joint Responsibilities. Silver Spring and ComEd will work together to perform each of the following tasks:

a. Participate in coordinated test activities.

b. ***.

3.2.5.2. Silver Spring Responsibilities. Silver Spring will assign a resident engineer to perform each of the following tasks:

a. Provide guidance to ComEd on how to execute test plans ***.

b. Provide support to ComEd during the execution of the test plans (via troubleshooting and remediation).

c. ***.

Page 11 of 46

3.2.5.3. ComEd Responsibilities. ComEd will perform each of the following tasks: 

a. Create the test plans.

b. Execute the test plans.

c. Provide Silver Spring with documentation of the test plans.

d. ***.

e. ***.

3.2.6. Ongoing Support. Silver Spring will provide a dedicated Solution Architect for the first *** the deployment and a dedicated Resident Engineer for the first *** of the deployment (commencing when the Resident Engineer first reports) to provide ongoing support of integration and testing of ***. These resources will be onsite as and when necessary.

3.3. Operations Training

3.3.1. Basic Training. Silver Spring will provide training and workshop support to ComEd’s staff, with a goal of providing sufficient knowledge to enable the staff to *** ComEd employees in their use. Silver Spring will provide prerequisite knowledge, experience and/or prior coursework for each course offered.

3.3.1.1. End User Application Training. Silver Spring will deliver end user application training by web conferencing (e.g., WebEx). End user application training is a set of structured classroom training courses covering basic *** functionality. ComEd will provide Silver Spring with four (4) weeks’ written notice prior to scheduling any end user application training, at a mutually convenient date and time.

a. *** – The course covers Silver Spring and Silver Spring product suite overview, key functions of the tool, typical tasks that it is used for, sample workflows, device management, importing device and location information, device edits and swaps, meter programs, schedules and meter read results, exports, monitoring, and configuration. (10-12 hours of classroom time, deliverable over several sessions containing one or more modules each.).

b. *** – This course covers product overview, background information, typical Firmware update tasks, Seed/Float/Flip and running *** to upload a Firmware image, setting up an *** project, and distribution and installation of Firmware. (1-2 hours of classroom time.)

c. *** – This course covers Silver Spring product overview, *** based on industry standards, including fault and performance management. Product overview and key functions are covered, typical tasks it is used for including fault management, capacity management, performance management, and security management. The course will also cover *** dashboard and reporting, configuring policies for bandwidth utilization for *** and diagnostics, *** integration and common use cases. (3-4 hours of classroom time, deliverable over several sessions containing one or more modules each.)

d. *** – This course covers product overview and description, how *** is used and how it functions, viewing outages, running reports, and configuration with a menu walkthrough. (1-2 hours of classroom time.)

e. *** – This course covers product overview and description, typical ***, creating and uploading a *** and programming ***. (1-2 hours of classroom time.)

f. *** – This course provides an overview of Silver Spring’s *** and *** products. It provides a general overview of the business problem addressed by these products and Silver Spring’s solution. It focuses on deployment, configuration and management of the *** hardware and software environment. (6-8 hours of classroom time.)

Task 4 – Ongoing Maintenance and Management

Except as noted below, if ComEd has paid the Fee for SaaS for the AMI Project as specified in Exhibit D (“Pricing”L Silver Spring will perform the tasks described in this Task 4 in support of the environments listed in Attachment 1, for the term noted therein.  If after *** from the execution of this SOW ComEd chooses to transition from the *** to *** (where Silver Spring ***) or to a *** (where ComEd ***) and provides Silver Spring at least *** advanced written notice, Silver Spring will negotiate in good faith to detail the services and associated fees required to transition *** to a ComEd facility. Silver Spring’s obligations hereunder, including but not limited to the *** pursuant to Task 4.4.1, are conditioned upon ComEd’s payment of fees.

Page 12 of 46

4.1. Software Support. Major items are summarized in this Task 4.1. However, Task 4.1.1.1restricts certain aspects of Software Support for non-Optimized meters. 

4.1.1. Incident and Defect Management. If ComEd has paid the monthly Fee for SaaS and is current on SaaS fees, Silver Spring’s Customer Support personnel will provide Tier 2 support, receiving and responding to reports of problems (“Incidents”) and non-repetitive requests for technical support and advice concerning the AMI System, within the timeframes and in the manner specified in Exhibits G and H to the Master Agreement. Because ComEd has purchased ***, Silver Spring will also respond to service requests concerning the ***, as well as create and follow up on Incident reports (“Incident Reports”) when Silver Spring detects problems proactively as part of its monitoring and management responsibilities described in ***. In all cases when the root cause of a reported Incident is determined to be an Error, it will be investigated for resolution as set forth in Attachment 5.

4.1.1.1. Priority 1 Classification ***. If ComEd reports an Incident affecting Equipment or network performance in any area ***, Silver Spring may, in its sole discretion, decline to classify such incident as Priority 1solely with regard to such ***.

4.1.1.2. ComEd Provides Tier 1. ComEd will provide support for End Customers or its own employees and contractors, including Tier 1 Support for ComEd’s customer support representatives by ComEd’s own customer support supervisors.

4.1.1.3. Customer Support as the Primary Contact. Unless otherwise mutually agreed on a case by case basis, Silver Spring’s customer support personnel will be ComEd’s primary point of contact regarding all Incidents, requests for technical support, and service requests concerning Silver Spring products and services.

4.1.2. Upgrades. Upon general release, Silver Spring will provide Upgrades to ComEd ***.   See Task 4.2.2.3 regarding installation of Upgrades.

4.2. Application Hosting and Management

4.2.1. General. Silver Spring will provide server, database, storage and application administration for the relevant environments, including configuration management as well as the gathering and analyzing of operations statistics and trends. Silver Spring will ***. Silver Spring will ***. Silver Spring will ***, Silver Spring will ***. ComEd will cooperate with reasonable requests that Silver Spring makes as part of its efforts to respond to incidents.

4.2.1.1. Reports. *** will provide built-in reports regarding ***.

4.2.1.2. Planned System Changes. For any planned System Change related to any aspect of the Back Office, Silver Spring will follow the mutually agreed change management process established in Task 3.1.1.6. ***.

4.2.1.3. Urgent System Changes. Silver Spring will attempt to notify ComEd by email and phone in advance of any emergency System Change (“Urgent System Change”) related to any aspect of the Back Office, consistent with the mutually agreed change management process established in Task 3.1.1.6. However, Silver Spring will ***.

4.2.2. Maintenance by Silver Spring; Back Office Maintenance Windows. In accordance with change management procedures established in Task 3.1.1.6, Silver Spring will perform maintenance on Back Office hardware and software during *** maintenance windows (“Maintenance Window”) ***.

4.2.2.1. Preventive Maintenance. Silver Spring will perform Preventive Maintenance ***. Unless the Parties otherwise agree in writing, Silver Spring will perform Preventive Maintenance during the Maintenance Window.

4.2.2.2. Database Maintenance. Silver Spring will maintain the database on a regular basis (i.e., weekly or monthly depending on the size of the database) for proper performance and functionality. ***.

4.2.2.3. UIQ Software Maintenance (Upgrades installation). Provided that ComEd has paid all applicable fees, Silver Spring will install any Upgrades for UIQ modules as a planned System Change pursuant to Task 4.2.1.2. Various functions within the UIQ Software may not be available during the Upgrade installation.

4.2.2.4. Third-Party Software Licenses and Upgrades. Silver Spring will maintain current licenses to all necessary Back Office third party software, ***. Silver Spring will install Upgrades for ***, during ComEd’s SaaS term, as a planned System Change pursuant to Task 4.2.1.2.

4.2.2.5. Hardware Maintenance. Silver Spring will maintain current hardware maintenance agreements for all Back Office hardware. If there is a non-Equipment hardware failure, Silver Spring will work with third party vendors to diagnose the problem and agree on a resolution plan.

Page 13 of 46

4.2.3. Capacity Management. Silver Spring will plan and arrange for services and resources to be available as appropriate to satisfy ComEd’s anticipated business needs, within the parameters of the Master Agreement and as communicated by ComEd to Silver Spring, including: 

a. Developing and maintaining capacity plans.

b. Developing predictive and ongoing capacity indicators.

c. Creating and analyzing utilization and trend forecasts and, with ComEd approval (which will not be unreasonably delayed or denied), proactively making changes (e.g., enhancements, reconfiguration and performance tuning) to Silver Spring hardware or software to correctly align the performance and availability needs with infrastructure capacity while optimizing the utilization of that capacity.

d. Responding to capacity-related ***.

e. Diagnosing and resolving performance and capacity-related incidents and problems.

f. With input from ComEd, *** capacity requirements.

g. Assessing the impact of change on capacity plans.

h. As necessary, notifying ComEd of capacity and capacity-related performance issues as soon as possible to allow ComEd to provision additional capacity when required.

4.2.3.1. Before introducing any *** into the ***, ComEd and Silver Spring will follow a mutually agreed process, which may include the addition and/or relocation of Access Points or Relays ***, to manage the available capacity of the ***. *** will be designed to prevent *** from interfering with the timely performance of meter reads and/or other AMI related functions and commands in accordance with applicable service levels described in ***.

4.2.4. Front-haul Connectivity. Each Party will pay its expenses associated with Internet connectivity at its location, and will provide ongoing monitoring and management of the *** to maintain the function of the *** as a front-haul connection between the primary data center at Silver Spring and ComEd, pursuant to ***. ComEd will use this *** to access the *** and connect it to ComEd’s back-office and corporate network. Any additional *** connection that ComEd may require can be configured or installed and maintained ***. ComEd will monitor and maintain any dedicated redundant access method (e.g., Tl, DSL, etc.) it chooses to install, pursuant to ***.

4.2.5. Storage. Silver Spring will maintain the hardware and software data storage solution referenced in Task 3.1.2.2.c.

4.2.6. Backups and Restoration of Data. Silver Spring will use and maintain the hardware and software backup solution referenced in Task 3.1.2.2.k. Note that these backups are for operational purposes only and constitute neither a disaster recovery solution nor a solution to be used by ComEd for testing or analysis purposes. If any data generated in the *** is corrupted or lost, Silver Spring will restore such data from available backup storage.

4.2.7. Disaster Recovery. If an entire data center or other event causing a significant loss of system functionality and/or inability to access or read data is declared to be a disaster under the Disaster Recovery Plan, Silver Spring will provide failover between the Production and Disaster Recovery environments ***. At the appropriate time as defined by the Disaster Recovery Plan, Silver Spring will restore the Production environment.

4.2.8. Disaster Recovery Test. Silver Spring and ComEd will perform a test of the Disaster Recovery Plan *** to confirm failover capabilities.

4.2.9. Alignment of Disaster Recovery with Production. As System Changes are made to the Production environment, Silver Spring will make identical changes to the Disaster Recovery environment.

4.2.9.1. Silver Spring will ***.

4.3. Field Network and WAN Backhaul Monitoring and Management

4.3.1. General.

4.3.1.1. Silver Spring Responsibilities.

a. Reports. *** will provide built-in reports regarding the ***.

b. ***. *** the NAN and WAN backhaul ***, ***. Such change will be implemented during a Maintenance Window, or as the Parties otherwise agree.

c. ***. *** (“***”) ***. However, Silver Spring will execute an Urgent System Change even if no representative of ComEd is reached or responds to such attempted notification before the Urgent System

Page 14 of 46

Change commences; in such case, Silver Spring will notify ComEd by email and phone within four (4) hours after completion. 

4.3.1.2. ComEd Responsibilities. ComEd will cooperate with reasonable requests that Silver Spring makes as part of its efforts to respond to incidents.

4.3.2. Remote vs. In-Field Actions. Silver Spring will perform its administration, monitoring and investigations (as detailed in Tasks 4.3.3 - 4.3.4 and 4.3.6 - 4.3.8) remotely, from its *** with redundancy provided by the *** based ***. Silver Spring will perform all in-field investigations of the Access Points and Relays for the duration of the deployment period, as directed by ComEd.

4.3.3. Integrated Meter Support. Regarding incidents involving Provisioned Integrated Meters that *** and Provisioned Integrated Meters that transition to *** within the Production environment, Silver Spring will initiate investigation (remotely) of any issue that (a} affects more than *** in the same general area, provided that *** are installed and active in the given area, or (b) is clearly caused by a systemic problem (architectural, engineering, software, product design, etc.). In either case, Silver Spring will liaise with ComEd, as necessary. ComEd will initiate investigation of any issue affecting fewer than or equal to *** in one location, and escalate to Silver Spring as necessary to help resolve the problem. The Parties recognize that meter rooms are *** for enabling communications to/from the ***, and Silver Spring will provide close cooperation and remote support after escalation by ComEd, or as part of an initial investigation if the problem is clearly a systemic issue and if ComEd has provided *** with information denoting the location as a meter room and the total number of meters in that meter room.

4.3.4. Access Point, Relay, and Backup Battery Support. Access Point, Relay, and Backup Battery Support. During the deployment period, Silver Spring will provide network endpoint management for the Production environment, including configuration management as well as the gathering and analyzing of network statistics and trends. Silver Spring will monitor the availability and performance of Access Points and Relays 24x7x365. When an incident (including but not limited to the unavailability of a Relay or an outage of an Access Point or another connectivity problem) triggers an alert, Silver Spring will communicate with ComEd as set forth in Attachment 5, track the incident, troubleshoot the problem, and escalate to Silver Spring subject matter experts or third party vendors as needed, pursuant to the Incident management process established in Task 3.1.1.6. As necessary, Silver Spring will escalate to the *** for suspected *** issues, as permitted by the *** submitted by ComEd pursuant to ***.

4.3.5. Access Point, Relay and Backup Battery Replacement. After in-field investigation or upon Silver Spring’s recommendation, ComEd will promptly remove *** experiencing problems and promptly replace such equipment using the inventory of spare equipment Silver Spring recommends in the Equipment section of this SOW. For the duration of the deployment period, Silver Spring will *** for its mutually agreed *** associated with replacing failed *** as set forth in Section 4.1.3 of the Master Agreement, including those *** installed as part of the ***. Further, Silver Spring will provide replacement batteries *** for the duration of the deployment period. Failed Access Points and Relays will be replaced in accordance with the warranty policy.

4.3.6. WAN. ComEd will *** for the services of the *** for *** and the ***. Silver Spring will monitor the *** from the *** to the *** 24x7, alert ComEd promptly regarding any Incident affecting the ***, and follow up with the *** as necessary regarding the resolution of such Incidents, as permitted by the *** submitted by ComEd pursuant to ***. If reasonably requested by Silver Spring or as the Parties otherwise agree, ComEd will work directly with the *** to investigate and resolve ***.

4.3.7. WAN Backhaul Circuit. Each Party will *** associated with Internet connectivity at its location. ComEd will *** for a *** from the ***. On a 24x7 basis, Silver Spring will monitor the availability of the *** from the *** to the ***, which is used to carry traffic between the ***. Silver Spring will provide ongoing monitoring and management of the ***. If ComEd chose to establish and employ a dedicated telecommunications circuit for *** in lieu of or in addition to a ***, ComEd will maintain that connection at *** and Silver Spring will monitor that connection.

4.3.8. Firmware Maintenance. Provided that ComEd has paid all applicable fees, Silver Spring will install Firmware updates to Access Points, Relays, and/or Integrated Meters, as a planned System Change pursuant to Task 4.3.1.l.b. Equipment receiving a Firmware update will be unavailable during the final step of the Firmware update process.

4.4. Business Service Level Monitoring and Management

4.4.1. Service Level Targets. Subject to the procedures described in Tasks 0 and 4.4.3, Silver Spring will provide Service Level credits to ComEd if Silver Spring fails to meet the Service Levels specified in Attachment 3 to this SOW. If Silver Spring fails to meet more than one Service Level in a single measurement period, the sum of the corresponding Service Level credits will be creditable to ComEd; provided however that in no event will the total amount of Service Level credits in a single month exceed *** (***) ***. Notwithstanding the foregoing, if a single event gives rise to a Service Level credit as measured by more than one Service Level metric under this Task 4.4, ComEd will be entitled only to the highest applicable Service Level credit attributable to that event across all of those metrics. ***.

Page 15 of 46

4.4.2. Reporting. Silver Spring will measure and report Service Levels on a monthly basis, each calendar month, starting with the Service Level Triggers defined in Attachment 3.***. 

4.4.3. Exclusions.

4.4.3.1. Maintenance Windows and System Changes. Service Level credits will not apply during (i) any Maintenance Window that is used and is the source of the performance failure causing the Service Level credit, (***) ***, (***) ***.

4.4.3.2. Failures. Silver Spring will not be liable for failure to meet applicable Service Levels to the extent any such failure is attributable to any one or more of the following causes:

a. An Excusable Delay;

b. ***;

c. Any and all third party hardware and/or software failures not directly caused by Silver Spring;

d. A Force Majeure event affecting multiple data centers, or a single data center if ComEd is using no secondary data center or has not purchased disaster recovery services from Silver Spring;

e. During an event triggering a disaster recovery pursuant to Task 4.2.7 and for a twenty-four (24) hour period after the resumption of service following such an event to allow the system to return to normal operating ranges;

f. ***; and

g. Any other cause to which the Parties mutually agree in writing.

4.4.3.3. Inconclusive Analyses. Silver Spring will conduct root cause analyses of Service Level failures to the extent that such analyses can be conducted remotely and do not require a field visit. If the Parties agree that a cause listed above caused the Service Level failure, ComEd will not be entitled to a Service Level credit.

4.5. Other Tasks and Provisions regarding Ongoing Maintenance and Management

4.5.1. ComEd Access to UIQ data. UIQ AMM provides the following standard reports, details of which can be found in the AMM Users’ Guide:

4.5.2. ComEd Access to UIQ data. UIQ AMM provides the following standard reports, details of which can be found in the AMM Users’ Guide:

· Error! Reference source not found.Error! Reference source not found.

Should ComEd wish to generate additional reporting from data stored in the UIQ database, the Parties will work together to determine an appropriate solution satisfying ComEd’s requirements. A separate SOW may or may not be required depending on the mutually agreed data delivery solution.

4.5.3. Change in Service. Upon *** prior written notice to ComEd, and provided that the functionality and quality of the services provided by Silver Spring under Task 4 will not diminish, Silver Spring has the right to change or modify the manner in which Silver Spring offers or delivers such services; provided that such change or modification will not impair or adversely affect ComEd’s ability to use the services and does not result in additional cost or expense to ComEd.

4.5.4. Maintaining Current Location Data. ComEd will maintain *** the most current location information for all Endpoints, Access Points and Relays, ***.

General Assumptions

· Any work required beyond *** is not included in this SOW. Any task beyond those stated in this SOW is considered out of scope. Any change to any task, including any change to quantities or other parameters referenced in any task, may result in changes to pricing.

· Unless otherwise stated in this SOW, ComEd will provide Silver Spring with *** advance written notice when requesting Silver Spring resources to be on-site.

· Unless otherwise stated, Silver Spring team members other than Customer Support staff will be available during normal local business hours (8:30^am_5:30^pm on Business Days) for that specific resource - for example, Silver Spring team members in Redwood City, CA, are available during those hours Pacific Time, while Silver Spring team members performing in-field assistance are available during those hours in ComEd’s time zone. Off-hour resources can be arranged during critical periods.

Page 16 of 46

· This SOW covers support of ComEd’s AMI System only. Support for planning or deployment beyond basic AMI (***), will be covered under a separate SOW. 

Page 17 of 46

Approvals

IN WITNESS WHEREOF, the parties hereto have caused this SOW to be executed by their duly authorized representatives as of the SOW Effective Date.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	/s/ Anne R. Pramaggiore	By:	/s/ Scott A. Lang
Name:	Anne R. Pramaggiore	Name:	Scott A. Lang
Title:	PRESIDENT & COO	Title:	CEO
Date:	1-25-12	Date:	1-25-12

Exelon Business Service Company, LLC, solely as delegee of rights and benefits of Commonwealth Edison Company
By:	/s/ M. Bridget Reidy
		***:
Name:	M. Bridget Reidy		***
		***
Title:	SVP Chief Supply Officer
Date:	1/25/2012

[End]

Attachment 1to AMI SOW

Software Licensed by ComEd under the AMI SOW

The following Software Products/modules and operating environments are licensed to ComEd under the terms of the Master Agreement.

Software Tools:	o	***
	o	***
	o	***

Environments: For each operating environment, the Parties will check the cell in Table 1 below for a particular Software Product/module if Silver Spring is to install it in the specified environment. Silver Spring will provide SaaS as described in Task 4 of this SOW, for each environment for the term listed in Table 1. The term is further described in the next section of this Attachment.

Table 1: Basic Setup Information for Each UIQ Environment

Environments:										Availability
	Software Products:									requested	Env’t/
								Size of env’ts (# Meters)		by	Solution
							***	Integ’d	Simulated	(N wks after	Services
	***	***	***	***	***	***	***	Meters	Meters	SOW S.D.***)	Term***
Production***	P	P	P	P	P	P		***			***
Disaster Recovery (DR)	P	P	P	P	P	P		***			***
Development	P	P	P	P	P	P	P	***			***
Test	P	P	P	P	P	P	P	***			***
DR /Full-Scale Test Env’t (FSTE)								See Note 1	See Note 1
Other, if any:

Note 1: DR will use same # as many Integ’d Meters as Prod, and FSTE will use the same # of Simulated Meters.

*** SOW S.D. = SOW signature date, which is the date of last signature of this SOW. Numbers shown reflect the time Silver Spring requires to set up environments, since work will only start after this SOW’s execution.

*** Solution Services begins upon the availability of the environment, and at the end of the term noted, may be renewed or terminated (see next section for fuller description). For temporary environments, the term should be noted with an estimated term (e.g., “est. 12” for a one-year term).

*** For the Production environment, the Parties will complete the table at right:

	Residential (non-interval read)	Residential (interval read)	C&l
Endpoints(%):
IntervalSize(Minutes):	***	***	***
Numberofdaysofonlinedata retention (disk)storedintheUIQdatabase:			***

Term of Solution Services (SaaS)

When ComEd ***, Silver Spring will ***, Silver Spring will ***. Silver Spring will ***.***For each environment, the date listed for availability in Table 1 is a target, and the Parties will work cooperatively to finalize the date with reasonable notice. Upon the expiration of the term, the Parties will renew or terminate the Solution Services supporting that environment pursuant to the terms of the Master Agreement.

If ComEd intends for an environment to be temporary, the termination date in Table 1 is noted as an estimate, and the Parties will work cooperatively to finalize the date reasonably in advance.

After SaaS is terminated or not renewed for any environment(s), Silver Spring reserves the right to reassign relevant Back Office equipment and staffing.

[End]

Attachment 2 to AMI SOW

Acceptance Test Criteria

This Attachment contains the criteria for the Acceptance Testing described in Task 2.6.3 of this SOW. This testing will be completed following the completion of Optimization of the first Optimization Area as described in Task 2.5 of this SOW.

1. Requirements and Assumptions

1.1. Lab Tests will be performed in a Silver Spring lab using the Silver Spring test network and Equipment.

***. *** will be performed on *** in a *** that has been *** to *** of the ***. Silver Spring will require between *** calendar weeks of elapsed time to *** will exclude *** to take action (e.g., ***) or to provide ***.

***. *** will be performed using the ***. To the extent that a specific *** has already been *** as part of the ***, *** need not be *** during ***.

***. *** all have standard *** associated with them. If *** a change in *** will change.

***. *** has completed *** between the *** and the ***.

***. For those *** which indicate a *** will be *** using the ***.  *** will be *** based on not less than *** of each criterion. *** will exceed ***.

2. Test Criteria

As used in this chart, “meter” means Integrated Meters.

***	***	***	***	***
***
***
***	***	*** during the *** it will *** for it to *** during the	***	***	***
***	***	*** during the *** and wait for it to *** and *** then *** for it to *** and to *** during the ***	***	***	***

***	***	*** for the *** and ***	***	***	***
***	***	*** and *** on the ***	***	***	***
***
***	***	*** on a ***	***	***	***
***	***	*** on a ***	***	***	***
***	***	***	***	***	***
***	***	*** on a ***	***	***	***
***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***
***	***	***	***	***	***
***	***	***	***	***	***
***
***	***	*** to the *** via *** and ***	***	***	***
***	***	*** to the *** via *** and ***	***	***	***
***	***	*** to the *** via *** and ***	***	***	***

***		***		*** to the *** via *** and ***	***	***	***
***		***		*** to the *** via *** and ***	***	***	***
***		***		*** to the *** via *** and***	***	***	***
***
***	***		*** of a ***		***	***
***	***		*** of ***		***	***
***	***		*** of a ***		***	***
***	***		*** of a ***		***	***
***	***		*** that *** for *** is *** and *** including *** and ***		***	***
***
***
***	***			*** that the *** and *** are capable of *** and that *** are available in the ***	***	***	***
***	***			*** that *** and *** can be *** on a regular schedule and that ***	***	***
***	***			*** that *** have *** to ***	***	***
***	***			*** in *** at some *** to demonstrate that *** and that *** are ***	***	***

***	***	*** for *** with separate *** up to ***	***	***
***
***	***	*** that *** for a period of time, are *** on the *** and that the *** will *** through other ***	***	***
***	***	*** from *** and the *** will *** through other ***	***	***
***	***	*** the *** required for *** to obtain *** after *** has been *** to the ***	***	***
***
***	***	*** using *** as a *** and *** under a variety of ***	***	***	***
***	***	*** using *** as a *** under a variety of ***	***	***	***
***	***	*** the *** of the *** using *** as a ***	***	***	***
***	***	*** the proportion of *** *** consumed for *** on the *** Determine the *** that ***	***	***	***

***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	*** and on*** of *** via *** showing time that ***	***	***
***	***	*** of *** at *** based on ***	***	***
***
***	***	*** to *** for *** that are *** to ***	***	***
***	***	***provided for ***	***	***
***	***	*** collected for ***	***	***
***
***	***	*** of a ***	***	***	***
***	***	*** of ***	***	***
***	***	*** a ***	***	***	***
***	***	*** of ***	***	***	***
***	***	*** at *** for *** is*** including ***	***	***

***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***

[***]

Attachment 3 to AMI SOW

Service Levels and Service Level Credits

1. [Intentionally Omitted]

2. SLA Triggers. Each Service Level listed below will start to be enforceable, and to be reported on, upon the satisfaction of the condition noted below (each a “Service Level Trigger”).

3. Meter Read Data. The Service Level Trigger for Service Levels related to Meter Read Data is the Optimization of Integrated Meters within a given Optimization Area. As each additional Area is Optimized, Silver Spring will identify the Integrated Meters that are Optimized, and such Integrated Meters will be added to the set of Provisioned Integrated Meters subject to the Service Levels.

3.1. Provisioned Integrated Meters. For newly available data on the Communication Module, the UIQ System will gather and process Anchor Reads captured at midnight from Provisioned Integrated Meters and deliver, ***.

3.2. SLA Credits for Failure to Deliver Meter Read Data. If Silver Spring fails to meet Provisioned Integrated Meter read data Service Levels described in Section 3.1 above, the Service Level credits specified in Table 3.2 will apply.

***
***	***
***	***
***	***
***	***
***	***
***	***

4. On Demand Requests. The Service Level Trigger for Service Levels related to on demand requests is the Optimization of Integrated Meters within a given Optimization Area. As each additional Area is Optimized, Silver Spring will identify the Integrated Meters that are Optimized, and such Integrated Meters will be added to the set of Provisioned Integrated Meters subject to the Service Levels.

4.1. ***. SLA Credits for Failure to Deliver On-Demand Meter Read Requests. Provided that the minimum number of on-demand Anchor and Interval meter read requests has been met as shown in Table 4.1 below, if Silver Spring fails to meet the on-demand Service Level, the Service Level credits specified in Table 4.1will apply.

***
***	***
***	***
***	***
***	***
***	***
***

Page 29 of 46

4.2. On-Demand Remote Connect and Disconnect Requests. ***. 

SLA Credits for Failure to Deliver On-Demand Remote Connect and Disconnect Requests. Provided that the minimum number of on-demand remote connect and disconnect requests has been met as shown in Table 4.2 below, if Silver Spring fails to meet the on-demand Service Level, the Service Level credits specified in Table 4.2 will apply.

***
***	***
***	***
***	***
***	***
***	***
***

5. Availability Service Level. The Service Level Trigger for the Service Level related to UIQ Availability is the confirmation that ComEd can access and log into the Production UIQ environment pursuant to Task 3.1.2.3.d.

5.1. Availability. The UIQ application will be available to and accessible by ComEd and ***. ComEd will ***. ComEd will ***.

***
***	***
***	***
***	***
***	***
***	***
***	***

Page 30 of 46

6. Service Level Incentives. If Silver Spring exceeds the Service Levels in any given month, the Service Level Incentives of Table 5.1 shall apply. 

***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***

[End]

Page 31 of 46

	SERVICES AND MATERIALS AGREEMENT
	Attachment 4 toExhibit “M” StatementofWork- AMI SOW FullDeployment StatementofWork#[_] Pricing

***1.***

***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

***.***.***.***.***.*** 

***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

Page 32 of 46

***.***.***.***

***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

Page 33 of 46

***.***.***.***.***.***

***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

***.***.***.***.***

***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

***.***.***.***.***

Page 34 of 46

2.*** 

***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***		***

o ***:***

o ***

o ***:***.

Page 35 of 46

***.***.***.

3.*** 

***
***	***	***	***	***
***	***			***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

***.***:***.***.***.***.***.***.***.***.***.***.***.***.*** 

Page 36 of 46

***
***	***	***	***	***
***	***			***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

***.***:***.***.***.***.***.***.***.***.***.***.***.***.*** 

Page 37 of 46

***
***	***	***	***	***
***	***			***
***	***	***	***	***
***				***

***.***.*** 

***
***	***	***	***	***
***	***			***
***	***	***	***	***
***				***

***.***.***.*** 

***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

Page 38 of 46

***.***.***.***.***.***.***

***
***	***	***	***
***	***	***	***
***	***	***	***

***.***.***.***.***

***
***	***	***	***
***	***	***	***
***	***	***	***

Page 39 of 46

***.***.***.***

***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***

***: ***.

***:***,***.

***:***.***,***,***.

***: ***.

***:***:***.

***:***.

***
***	***	***	***
***	***	*** -***	***
***	***	***-***	***
***	***	*** - ***	***
***	***	*** - ***	***
***	***	*** - ***	***

***:***.***,***.

***:***, ***.

***:***:***.

Page 40 of 46

*** - *** - ***
***	***	***	***
***	***	*** - ***	***
***	***	*** - ***	***
***	***	*** -***	***
***	***	*** - ***	***
***	***	***- ***	***

***:***.***.

***:***.

***:***:***.

*** - *** - ***
***	***	***	***
***	***	*** - ***	***
***	***	*** - ***	***
***	***	*** - ***	***
***	***	*** - ***	***
***	***	*** - ***	***
***	***	*** - ***	***
***	***	*** - ***	***
***	***	*** - ***	***

***:***:***.

***:***.***,***,***: ***

***:***,***.

***:***.***,***,***.

***: ***, ***.

Page 41 of 46

***:***:***.

***:***.

4. ***

***
***	***	*** (***)	***
***:***	***	***	***.
***:***	***	***	***.

***:***.***.

***:***,***,***.

***:***,****** - ***.

***:***:***.

5. ***

***
***	***	***	***
***	***	***	***
***	***	***	***

***:***,***

***.

***:***:***.

***

Page 42 of 46

Attachment 5 to AMI SOW

Software Support Terms for AMI Full Deployment

1. SOFTWARE SUPPORT SERVICES. For the period during which ComEd has paid the Fee(s) specified in Attachment 4 for Application Management and Software Support for the AMI Project, Silver Spring will provide ComEd with the following Software Support Services:

1.1 Access to Customer Support Personnel. Silver Spring customer support personnel will be available for contact, for the purposes described in this Attachment, on Business Days ***.

The contact information for such support is as follows:

Table 1-Contact Information**

Telephone Support	Email Support	Website Support
***	***	***

ComEd will centralize its interactions with Silver Spring’s customer support staff by assigning *** persons who are authorized to contact Silver Spring for such support (“Authorized Support Supervisors”); Authorized Support Supervisors will be responsible for relaying information between Silver Spring and other members of ComEd’s support staff.

Silver Spring’s customer support personnel will respond as described in Sections 1.2 and 1.3 below. Unless otherwise mutually agreed on a case by case basis, Silver Spring’s customer support personnel will be ComEd’s main point of contact regarding all problems, including those forwarded by customer support personnel to other groups within Silver Spring.

1.2. Incident Reports, Service Requests, and Support Inquiries. Silver Spring’s customer support personnel will***that***, as well as***, receiving and responding to:***,***,***, including but not limited to***; and ***.***, Silver Spring’s customer support personnel will ***,***,***,***. Silver Spring will***,***. Silver Spring will ***.***ComEd will ***,***.

1.3. Classification of Incidents, Service Requests, and Support Inquiries. When ComEd submits an Incident Report, Service Request or Support Inquiry, ComEd will reasonably assess its urgency according to the appropriate priority levels defined in Table 2. Silver Spring will confirm the priority level and the Parties will resolve any disagreement regarding the priority as soon as is reasonably practical.

Page 43 of 46

***,***,***

***	***	***	***	***
***	***,***,***,***	***: ·***:***,***. ·***:***.***,***. ***:***,***.	***.***:***,***,***.***.***,***,***.	***,***: ***: *** *** ***.,*** ***: ***,*** ***: ***,***
***	***,***,***.	***: ·***:***,***. ·***:***. ***:***,***.	***.***:***,***.***,***,***.	***,***: ***: *** *** ***.,*** ***: ***,*** ***: ***,***
***	***,***: ***.	***:***.***. ***:***	***:***,***.***,***,***.	***
***	***,***	***:***.***. ***:***	***:***.***,***,***.	***

***.***,***,***.

***,***,***.

Page 44 of 46

1.4. Error Management. As noted in Table 2 above, to the extent Silver Spring determines that the root cause (or suspected root cause) of a reported Incident is an Error, Silver Spring will open a report (“Error Report”) and further investigate it for resolution as set forth in Table 3 below, using reasonable efforts consistent with Table 3 to investigate and resolve Errors. Table 3 does not include Response Times, as response requirements are specified in Table 2, whether or not the Incident was known to be caused by an Error at the time of response. Target resolution timeframes in Table 3 do not include the time that elapsed before a problem was identified as an Error.

1.5 Classification of Errors. When Silver Spring identifies an Incident as an Error, Silver Spring will reasonably classify the Error in accordance with the Severity levels defined in Table 3. The Parties will resolve any disagreements about the Severity level as soon as is reasonably practical.

***

***	***	***	*** ***
***	***.***,***,***.	***.***.***	***,***.***:***,***.***.***,***.
***	***.***.***,***,***.	***.***.***.***	***,***,***.***.***,***.
***	***.***,***,***.	***.***.	***,***.***. ***,***.
***	***.***,***.	***.***.	***,***.***,***.***. ***,***.

Page 45 of 46

1.6. ComEd’s Responsibilities. Except for Software provided as a Managed Service or on a SaaS basis, ComEd acknowledges that ComEd is responsible for acting on and implementing the support solutions Silver Spring recommends or provides, including workarounds acceptable to ComEd.

1.7. Availability of Upgrades. Silver Spring will provide Upgrades to ComEd electronically for installation and implementation by Silver Spring, as provided in this SOW, if and when released by Silver Spring.

1.8. Limits to Version Support. If ComEd refuses Upgrades to the version of UIQ Software it is using, Silver Spring will provide Software Support Services for that Major Release for a period of the lesser of: (a) the remainder of the Application Management services term as defined in Attachment 2, or (b) *** years (commencing on the date that the Major Release is made available to ComEd). Unless ComEd refuses Upgrades (or there is any gap in Application Management services enrollment), Silver Spring will provide Software Support Services for as long as ComEd enrolls in Solution Services. For clarity, when ComEd signs the Agreement and takes its first delivery of GridScape Software, the then-current Major Release will be supported for *** years from that initial Delivery Date. Subsequently, Major Releases will be supported for *** years from their general availability date. Silver Spring will provide an additional *** years of Major Release version support (“Extended Software Support”) for no additional charge.

2. LIMITATIONS. Software Support Services will not be provided for use of Software in a manner inconsistent with the applicable Documentation or with products or software not intended by the Documentation.

3. USE LIMITATIONS; TITLE; INTELLECTUAL PROPERTY INDEMNITY; LIMITATION OF LIABILITY. ComEd’s use of all UIQ Software and Upgrades provided under this Attachment will be governed by the Master Agreement, including but not limited to the terms relating to license and ownership rights, use limitations, intellectual property indemnity and limitations of liability.

[End]

Page 46 of 46

	Contract	:	01100875
	Release	:	00000
	Executed	:	01/31/2012
	Printed	:	08/14/2015
	Page	:	1

Mail Invoice To:	Vendor:
	ACCTS RECEIVABLE
	SILVER SPRING NETWORKS INC
3 Lincoln Center	555 BROADWAY ST
OAKBROOK TERRACE IL 60181-4260	REDWOOD CITY CA 94063

Please Direct Inquiries to:	Work Location:
***

Title	:	***
Phone	:	***	Ext:
Fax	:

Title: AUTOMATED METERING INFRASTRUCTURE SYSTEM SOFTWARE & SERVICES EIMA ***** BLANKET MASTER CONTRACT ***** ** DUPLICATE COPY **

Contract Type	:	BLANKET CONTRACT	Start Date	:	01/25/2012
Project	:		End Time	:	12/31/2022

***		***
Vendor Authorized Signature		Authorized Signature
***		***
Printed Name/Title		Printed Name/Title
9/5/2015	***	8/14/2015	***
Date Signed	Phone	Date Signed	Phone

Terms and Conditions – Text at End

Fac	Standard	Rev	S/P	Text	Title
	EIMA	*	V	Y	ENERGY INFRASTRUCTURE MODERNIZATION ACT
					* REFER TO REVISION LEVEL ON DOCUMENT

Contract Amendments

	Contract	:	01100875
	Release	:	00000
	Executed	:	01/31/2012
	Printed	:	08/14/2015
	Page	:	2

Amendment	:	001			Execution Date	:	10/29/2012
Title	:	EXTEND CONTRACT DATE TO SUPPORT ***
Amended Start			:		Amended End Date	:	12/31/2014
Amendment	:	002			Execution Date	:	04/25/2014
Title	:	EXTENDING CONTRACT DATE FOR SUPPORT SERVICES
Amended Start			:		Amended End Date	:	12/31/2022
Amendment	:	003			Execution Date	:	05/29/2015
Title	:	INCORPORATE 0 DOLLAR CO TO WEB OUT SIM TOOL (WOST)
Amended Start			:		Amended End Date	:
Amendment	:	004			Execution Date	:	05/29/2015
Title	:	MICROAP PRICE
Amended Start			:		Amended End Date	:
Amendment	:	005			Execution Date	:	08/14/2015
Title	:	INCORPORATE NET ZERO CHARGES FOR 1M METER PLAN
Amended Start			:		Amended End Date	:
				Terms and Conditions - Text

* * * End of Contract * * *

	Amendment #2 To Exhibit N-1 AMI SOW Full Deployment
	to the Amended and Restated Services and Material Agreement

This Amendment Number 2 (“Amendment No. 2”), effective as April 1, 2015 (“Amendment No. 1 Effective Date”), between Silver Spring Networks, Inc. (“Silver Spring”) and Commonwealth Edison Company (“ComEd” or “Company’’). This Amendment No. 2 amends that certain Statement of Work Number 1 dated January 25, 2012 (“SOW N-1”), issued pursuant to the Amended and Restated Services and Materials Agreement between the Parties dated January 25, 2012 (collectively, with SOW N-1, the “Master Agreement’’) Silver Spring and Company are referred to herein as the “Parties” or a “Party,” as applicable. Capitalized terms not defined in this Amendment No. 2 will have the same meaning as in the Master Agreement.

The Parties agree to amend the SOW N-1 as follows:

1. The following tables (including pricing notes) replace in their entirety the tables (including pricing notes) of the same title set forth in Section 3 (“Software-as-a-Service”) of Attachment 4 (“Pricing”) to SOW N-1:

***
***	***	***	***	*** ***
***	***			***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

***: ***.***,***.

***:***:

***.

***.

***.

***.

***.

***.

***.

***.

***.

***.

Page 1 of 5

***:***,***

***.

***:***:***.

***
***	***	***	***	*** ***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

***:***.***,***.

***:***:

***.

***.

***.

***.***.

***.

***.

***.

***.

***.

***.

***:***,***.

***:***:***.

Page 2 of 5

2. ***

***
***	***	***	***	*** ***
***.	***.	***.	***.	***.
***.	***.	***.	***.	***.
***.	***.	***.	***.	***.
***.	***.	***.	***.	***.
***.	***.	***.	***.	***.
***.	***.	***.	***.	***.
***.	***.	***.	***.	***.
***.	***.	***.	***.	***.
***.	***.	***.	***.	***.
***				***.

***:***, ***.

***:***:***.

***
***	***	***	***	*** ***
***	***	***
***	***	***	***.	***.
***.	***.	***.	***.	***.
***.	***.	***.	***.	***.
***.	***.	***.	***.	***.
***.	***.	***.	***.	***.
***.	***.	***.	***.	***.
***.	***.	***.	***.	***.
***				***.

***:***,***.

Page 3 of 5

***:***:***.

***
***	***	***	***	*** ***
***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

***:***,***.

***:***:***.

***
***	***	***	*** ***	***	***
***	***	***
***	***	***
***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***				***

***:***.

***:***,***.

Page 4 of 5

***:***.

3. ***:

***	***	***	***	*** ***
***	***	***	***	***
***	***	***	***	***

4. ***:

***	***	***	***	*** ***
***	***	***	***	***
***,***,***	***	***	***	***

5. Integration; Conflict. The foregoing provisions shall govern notwithstanding any contrary provision in the Agreement or any previously executed agreement between the Parties. Except as otherwise expressly provided or modified herein, the (i) terms and conditions of the Agreement remain in full force and effect, and (ii) this Amendment #2 and the Agreement constitute the entire and exclusive agreement between the Parties regarding the subject matter hereof, and supersede all proposals and prior agreements, oral or written, and all other communications. In the event of a conflict between this Amendment #2 and the Agreement, this Amendment #2 shall govern.

IN WITNESS WHEREOF, the Parties have caused this Amendment #2 to be executed by their duly authorized representatives.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	***	By:	***
Name:	***	Name:	***
Title:	***	Title:	***
Date:	8/14/2015	Date:	9/5/2015

Page 5 of 5

	FAST-START SMART GRID PROJECT MASTER AGREEMENT
	Exhibit “N” StatementofWork – *** StatementofWork # [__]

This Statement of Work (“SOW”) is entered into as of January [25], 2012 (“SOW Effective Date”) between Silver Spring Networks, Inc. (“Silver Spring”) and Commonwealth Edison Company (“ComEd”). This SOW is subject to the terms of the Amended and Restated Services and Material Agreement dated as of the date hereof, between Silver Spring and ComEd (the “Master Agreement”). Capitalized terms used but not defined in this SOW have the meaning assigned them in the Master Agreement. In the event that there is a conflict or inconsistency between this SOW and the Master Agreement, the terms of the Master Agreement will prevail unless specifically stated in this SOW to the contrary. Notwithstanding the foregoing, in the event of any conflict or inconsistency between an ComEd Responsibility or a Joint Responsibility designated under this SOW and an ComEd Responsibility designated in the Master Agreement, the terms of this SOW will control with regard to such ComEd Responsibility. To the extent a task is designated as a Joint Responsibility in this SOW, the portion of such task to be performed by ComEd shall be deemed a ComEd Responsibility for which this SOW will control.

Summary

ComEd and Silver Spring wish to work together to deploy ***communications infrastructure to communicate with ***. This ***communication network will be designed without consideration of the AMI network infrastructure, though ComEd may choose to share infrastructure at any time via a configuration change. ComEd intends to deploy ***to communicate with ***.

As described in Task 2 below, Silver Spring will perform ***.

As described in Task 4 of the Services section below, Silver Spring will provide ***services to manage and maintain the ***application which will be installed in ***.

Silver Spring and ComEd will work together to develop a replacement strategy and implementation plan ***.

Silver Spring and ComEd will work together to develop, implement and evaluate a convergence program ***.

Definitions

“Acceptance Testing” means the procedure by which Silver Spring and/or ComEd perform a series of tests (the criteria for which the Parties will agree in writing) to validate, measure and verify Product functionality.

“AMI” or “Advanced Metering Infrastructure” means hardware and software that, along with communications services, enable automated meter reading and other capabilities.

“Application Deployment Services” means the services provided by Silver Spring as described in Task 3.

“Application Management” means the services provided by Silver Spring, as described in Task 4.2, to operate, monitor and maintain the GridScape application, licensed on a term basis, on Silver Spring Servers at a Silver Spring data center as a Solution Service (SaaS).

“Backhaul” means the Wide Area Network (“WAN”) which supports communications between the data center hosting *** and either an Access Point or a Master Bridge. Options may include cellular 3G networks, Wi-Fi, Ethernet, etc..

“Bridge” means an eBridge or sBridge.

“Bridge Configurator” (sometimes referred to as “Darter”) means the Silver Spring software tool that configures Bridges and performs basic troubleshooting, primarily in a DA Communication Network.

“***”means a *** in which the ***. Examples of such ***. Note that *** is a term applied for *** in this ***, and is *** to the *** or any ***.

Page 1 of 42

“***”means a *** in which the ***. Examples of such *** include ***. Note that *** is a term applied for in this ***, and is *** to the *** or any ***.

“Communication Module” means Silver Spring’s network interface card (sometimes also referred to a “NIC”), that is installed in Equipment and meters.

“Communication Tester” (sometimes referred to as “Communications Access Test Tool” or “CATT”) means a software tool for testing and analyzing the DA Communication Network. Communication Tester typically runs on a laptop PC or handheld device connected to a Field Service Unit (FSU) over a USB port.

“DA” or “Distribution Automation” means the remote and automated control and monitoring of an electricity distribution network.

“***”means Access Points, Relays, DA Endpoints, and the wireless mesh network established as a result of the Equipment running Silver Spring’s UtilOS Software. To the extent that *** belonging to ComEd’s AMI Network are present, such Access Points and Relays are only considered part of the DA Communication Network if they are enabled to transport DA-related communications including DA data traffic as well as ***.

“***” means the services provided by Silver Spring, to maintain communications reliability by managing Access Points, Relays, DA Endpoints, and the wireless mesh network established as a result of the Equipment running Silver Spring’s UtilOS Software.

“DA Deployment Period” means the ***, starting at the SOW Effective Date during which the Bridges specifically included in the ***, as defined in ***, are installed, configured, and validated.

“***”means the combination of (a) distribution equipment that performs either a power control or monitoring purpose (such as a recloser, capacitor bank, line sensor, etc.), and (b) a Remote Terminal Unit that provides electronic controls for such a distribution device (such as a capacitor bank controller).

“DA Endpoint” means any Bridge provided by Silver Spring or a Silver Spring certified third party RTU with an integrated Bridge or Silver Spring Communication Module.

“DA Project” means the DA Communication Network project undertaken by ComEd and Silver Spring under this SOW. The DA Project comprises all responsibilities assigned to the Parties under this, including the provision of all deliverables described under this SOW. “DA Project” does not include materials, equipment, software or services provided by third parties not under Silver Spring’s direction or control.

“DNP” means Distributed Network Protocol; “DNP3” is a version of this protocol.

“eBridge” means a discrete hardware module packaged for interface to a variety of RTUs. The eBridge uses Silver Spring’s open, IP-based 902-928MHz mesh transceiver platform. The eBridge supports serial and Ethernet inputs, DC power input and can support a variety of third party antennae. The eBridge supports 1Pv4 and 1Pv6, and comes preconfigured to support the DNP3 protocol. eBridges are sold as head-end or remote devices.

“Enhanced DA Communication Network Design” has the meaning set forth in Task 2.1.1.5

“Fees” means all amounts payable to Silver Spring by ComEd under this SOW.

“Field Deployment Services” means the services provided by Silver Spring under Task 2.

“GridScape” means the Silver Spring infrastructure management layer that, among other functions, manages a Silver Spring provided DA Communication Network. GridScape is included within the definition of Software.

“Incident” means an event occurring that is not a standard operation and that causes or may cause a disruption to or reduction in the quality of a Service, system or ComEd productivity.

“Information Success Rate” means a metric available on Silver Spring radios (and accessible via Bridge Configurator) that indicates the number of successful transmissions received from a neighboring node.

“IP” means internet protocol.

Page 2 of 42

“Maintenance Window” is defined in Task 4.2.2.

“Managed Services” means the Solution Service by which Silver Spring’s management and operation of Software licensed on a perpetual basis on ComEd-owned Servers at a ComEd data center.

“Master Bridge” (sometimes referred to as a “head-end eBridge”) means a Bridge serving as a hub device for communicating distribution-grid data (1) through its RS-232 (DB-9) or Ethernet interface to ComEd’s *** that use DNP3 for connectivity and (2) through its RF interface to other Bridges. A Master Bridge is often installed in substations.

“NOC” means Silver Spring’s network operations center.

“Optimization” means the procedure by which the *** of the *** and *** have been *** to confirm that *** meets the *** upon which the ***. *** executed in a *** of the *** when *** by the *** is *** in such ***, and it may include *** of the *** as required for *** the *** and ***.

“Preventive Maintenance” means activities performed by Silver Spring that are necessary or desirable for the continuous provision of Solution Services at their stated Service Levels, including, but not limited to, those activities that require the temporary cessation of one or more Solution Services.

“Project Management Services” means Silver Spring’s project management services for project coordination and deployment of DA.

“Project Manager” means the person each Party appoints to handle the day-to-day management of the Parties’ respective DA Project responsibilities.

“Project Schedule” means the schedule for delivery of Silver Spring products and completion of Services as the Parties mutually agree in writing.

“Relay” means Silver Spring’s wireless receiver that routes and forwards information through the Silver Spring mesh network.

“Remote Bridge” means a Bridge that is installed in a weather-proof RTU enclosure and connected to the RTU data and/or management port through Ethernet or Serial connection. The Remote Bridge is registered to a Master Bridge through the RF mesh. The registered Master Bridge serves as the Remote Bridge’s gateway to ComEd’s network connecting DA Devices (i.e., the SCADA network or other interfaces).

“Remote Terminal Unit” or “RTU” means a device that provides electronic controls for a distribution device, to which the Remote Bridge is connected. The RTU provides a weather-proof enclosure for the Remote Bridge as well as DC or AC power.

“RF” means radio frequency.

“RSSI” means Received Signal Strength Indicator, which is the received power of a wireless signal in decibels referenced to milliwatts (dBm).

“SaaS (Software as a Service)” means the Solution Service where Silver Spring operates Silver Spring software licensed on a term basis on Silver Spring Servers at a Silver Spring data center.

“sBridge” means a discrete hardware module packaged for interface to a variety of DA Devices. The sBridge uses Silver Spring’s open, IP-based 902-928MHz mesh transceiver platform. The sBridge can communicate to an RTU through one of the sBridge’s two serial inputs. It supports DC power input and can support a variety of third party antennae. The sBridge supports 1Pv4 and 1Pv6, and comes preconfigured to support the DNP3 protocol through one of its two serial ports. sBridges are sold as remote devices, not as head-end devices.

“SCADA” means Supervisory Control and Data Acquisition.

“Server(s)” means the physical machine or computer on which GridScape will be installed.

“Service level” means the measurement of the performance of GridScape or Services, as applicable, and is generally expressed as a percentage of a goal (e.g., the percentage of the time a network or system is operative or successful transactions are processed).

Page 3 of 42

“Services” means Project Management Services, Field Deployment Services, Application Deployment Services, Application Management Services Solution Services and Software Support Services.

“Signature Date” means the date of last signature executing this SOW by either Party.

“Software Support Services” means those services provided by Silver Spring as described in Attachment 5 to this Statement of Work.

“Solution Services” means Silver Spring’s deployment and management services for head-end hardware, software, and software environments.

“Statement of Work” or “SOW” means this Statement of Work.

“System Acceptance Tests” or “System Acceptance Testing” is defined in Task 2.6.2.

“System Change” means any change or modification to any infrastructure components of the hardware and software used in the GridScape backend.

“Urgent System Change” is defined in Task 4.2.1.2.

“VPN” means a Virtual Private Network, which is a secure LAN-to-LAN tunnel based on the IPsec protocol, used to connect ComEd and the NOC providing access to the Smart Grid System from ComEd corporate location(s).

“Wide Area Network” (or “WAN”) is defined as noted in the definition of “Backhaul” above.

Equipment

For the DA Project, ComEd will purchase, at the prices specified in Attachment 1, approximately the following quantities of Equipment by issuing a Purchase Order to Silver Spring:

· ***

· ***

· *** Relays

· *** Battery Backup for Relays

· Mounting Equipment types and quantities to be defined

In addition, Silver Spring recommends that ComEd maintain an inventory of spare Equipment as follows:

· ***:***.

· ***:***

· Relays:***

· Battery Backup for Relays:***

· Mounting Equipment and accessories: ***.

If quantities change pursuant to the Enhanced DA Communication Network Design described in Task 2.1.1.5 and the Final DA Communication Network Design described in Task 2.2.2.8, ComEd will purchase the additional quantities of Equipment as are identified at each of those steps, or if the quantities of Equipment required decrease, ComEd will not be obligated to purchase the full allotment of Equipment detailed above. To enable Silver Spring to meet its component order lead times, ComEd must provide Silver Spring with timely information about the configuration of the Equipment so that deliveries may be made within required lead time. Silver Spring guarantees that the number of Relays required by the Final Field Network Design will not exceed ***. *** required Relays in excess of this Relay Cap (including associated mounting equipment and battery backups) will be provided by Silver Spring ***. Silver Spring further guarantees that the number of Relays required by the Final Field Network Design will not exceed ***. All required Relays in excess of this threshold (including associated mounting equipment and battery backups) will be provided by Silver Spring ***. The Parties agree that these comparisons of the Final Field Network Design with the Enhanced DA Communication Network Design will occur annually and consider all Optimization Areas accepted during that year. Note that incremental Relays required to achieve successful failover between Master Bridges are excluded from this Relay Cap.

Page 4 of 42

In addition to the Equipment, ComEd will purchase from a third party vendor and provide to its installers certain antennae, mounting brackets, and coaxial cable, pursuant to Silver Spring specifications.

Software

Silver Spring hereby licenses to ComEd the Products listed in Attachment 2 to this SOW under the terms of the Agreement.

Tools

For the DA Project, Silver Spring assumes that ComEd will purchase or license (for Software tools) the following tools:

· ***

· ***

Services

For the DA Project, Silver Spring and/or ComEd will perform the tasks described below.

Task 1 - Program Management

1.1. Project Management

1.1.1. Silver Spring Responsibilities. Silver Spring will manage the DA Project, including all corresponding products and services by its employees and its subcontractors, for a maximum of ***from the SOW Effective Date. These services will be led by a Silver Spring Project Manager. Silver Spring’s project management responsibilities include the following:

a. Coordinating all Silver Spring activities, including delivery of Equipment against Purchase Orders.

b. Creating, tracking and updating the Project schedule.

c. Providing weekly status reports in a mutually agreed upon template format, addressing the DA Project progress, issues and outstanding action items.

d. Attending weekly meetings as agreed to with ComEd’s project team to coordinate DA Project activities between the Parties.

e. Coordinating Silver Spring’s deliverables to ComEd or ComEd’s third party contractors.

f. Will collaborate with ComEd in developing, implementing and evaluating a convergence program to determine the appropriate level of communication network sharing between the ***.

g. Answering general questions and providing overall program facilitation.

1.1.2. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Supply a Project Manager to coordinate all ComEd activities related to the DA Project.

b. ComEd’s Project Manager create and maintain efficient paths of communication with Silver Spring, including prioritizing communication requests made to the Silver Spring team.

c. If the Parties agree to converge the *** with the ***, partially or completely, ComEd’s Project Manager will *** efficient paths of communication with those departments within ComEd that work with ComEd’s AMI infrastructure, to ensure that decisions and operations to be implemented related to shared field network resources are acceptable to both the AMI and distribution departments and are confirmed in advance by Silver Spring to have no negative effect, and that Upgrades or other System Changes related to such shared field network resources, pursuant to Silver Spring’s support or Solution Services obligations herein or under the AMI SOW, may be implemented efficiently.

Task 2 - Field Deployment

2.1. DA Communication Network Design and Specifications

2.1.1. Silver Spring Responsibilities. Silver Spring will provide the following DA Communication Network design services in the following order to yield (1) a ***, (2) an ***, (3) an *** following site surveys, and (4) a *** that

Page 5 of 42

includes additional changes, including but not limited to those made to achieve acceptance criteria during system acceptance testing. The Parties agree that these design services will be provided over the course of *** will be completed for each Optimization Area and that these will be completed on an *** unless to support ComEd’s annual deployment plan, unless otherwise agreed by the Parties. Silver Spring will conform the logical network reference design to *** framework. The Parties agree to work together to develop, implement and evaluate a convergence program to determine the appropriate level of communication network sharing between the ***. 

2.1.1.1. Silver Spring will submit to ComEd a DA Questionnaire that solicits information that will help define the requirements of the DA Communication Network. (See Task 2.1.2.3 for more information about the DA Questionnaire.)

2.1.1.2. Silver Spring will create and provide an initial logical network reference design of the *** for communicating with ComEd’s ***, based on ComEd’s connectivity and security requirements as expressed in ComEd’s response to the sections marked “For Completion ASAP” in the ***. Such requirements will show high-level *** configuration and network management configuration, and will determine, among other design considerations, whether the *** will include *** that are also used for ***, which may affect the pricing of this SOW. This logical network reference design will be a network and security schematic that will establish the logical configuration of ***, as well as the *** performance requirements. A preliminary version of the logical network reference design is found in Attachment 4. The Parties will review a draft of the reference design during a workshop at ComEd’s office. Following ComEd’s review of the draft, Silver Spring will incorporate applicable comments into a final logical network reference design.

a. The logical network reference design will apply to all substations and all *** types planned for inclusion in the *** during the ***. Only one logical network reference design is assumed as part of this SOW. Ongoing updates to the logical network reference design or additional logical network reference designs are considered out of the scope of this SOW.

b. The Parties will sign the final logical network reference design and append it to Attachment 4 herein (“Final Logical Network Reference Design”).

2.1.1.3. Using the Final Logical Network Reference Design, Silver Spring will create and provide an initial *** design that will cover the annual deployment plan ***. This *** will use data provided by ComEd in the *** pursuant to Task 2.1.2.3, and will be performed from Silver Spring’s office using *** and mapping systems. The *** will include the following:

a. The location and a count of the *** required. The *** will break down *** by substation and ***.

2.1.1.4. Silver Spring will complete site surveys for the substation networks where ComEd wishes to deploy a ***.

a. The site surveys will be provided in a mutually agreed upon format and take into consideration the location of ComEd’s *** and factors which may affect the effectiveness of *** in those areas (topography, foliage, man-made obstructions, etc.). The site survey for each substation will confirm the installation location of ***, as well as determine the installation locations of any *** that should be added for the ***.

b. Silver Spring will provide site survey results in a table of lat/long coordinates, mounting devices and other required installation accessories in a mutually agreed upon format.

c. For a complete site survey, Silver Spring may extend the site survey to include additional recommended installation locations for additional ***. These locations will be available for additional *** that may be determined to be necessary at the time of (i) installation of ***, and/or (ii) acceptance testing ***.

2.1.1.5. Following Silver Spring’s determination, via the site survey, of the need for any additional ***, and following ComEd subsequent review of those locations pursuant to ***, Silver Spring will incorporate changes approved by ComEd into the site survey results to yield an enhanced ***.

a. Silver Spring will produce an *** area by area consistent with the annual deployment plan..

b. Although the term *** is understood to be inclusive of the Initial *** and all changes for all substations and associated remote locations, Silver Spring will not provide ComEd a cumulative *** document(s) or file(s) for any substation and its associated remote locations, nor for the total set of substations and their remote locations. Rather, Silver Spring will provide ComEd with *** information that incrementally amends, area by area, the design information Silver Spring previously provided.

c. Silver Spring will provide a final *** document to ComEd reflective of ComEd’s as-built data spreadsheet in a mutually agreed upon format.

Page 6 of 42

2.1.2. ComEd Responsibilities. ComEd will perform each of the following tasks. 

2.1.2.1. Provide final comments about the draft logical network reference design within one week of the design workshop.

2.1.2.2. Supply an accurate (annually updated) list of all of the *** to be included in the ***, and any documents, maps or other such material that depict location (and height, if available) of devices, as well as the location of poles, transformers, transmission and distribution rights of way, substations and other ComEd facilities in the area of the ***.

2.1.2.3. Provide information in response to the *** that Silver Spring will submit to ComEd, regarding details concerning each substation, each ***, the specific *** units in the field, the ***, ComEd’s requirements concerning the ***, and ComEd’s rules, regulations or guidance regarding the ***. (The Parties acknowledge that ComEd will not initially provide all information requested in the ***; certain information will be provided to Silver Spring over time during the ***. However, when ComEd has fully completed and finalized the responses to the ***, a copy of the completed document will be mutually signed by the Parties and appended to this SOW.)

2.1.2.4. Following all site surveys, review all proposed installation locations and, if necessary, propose changes to these locations.

2.1.2.5. Secure and pay for all internal and external approvals, improvements, and/or modifications for attachment of any Equipment, including local construction permits, franchises, licenses, or other fees. (***.)

2.1.2.6. If necessary for adding *** for the ***, install poles that are in addition to those currently available in the service area in order to satisfy Silver Spring requirements.

2.1.2.7. Contract with and manage any *** to install the Equipment. ComEd will confirm that its contractors adhere to Silver Spring-provided specifications for installing *** to assure successful building of the ***.

2.1.2.8. Compile its own as-built data spreadsheet, listing pertinent information about the location of each ***, including but not limited to GPS coordinates, device height, inventory control information for the object to which the Equipment is attached, and any other relevant site-specific information that Silver Spring may reasonably request.

2.1.3. System Specifications. The initial specifications for the System are attached to the Master Agreement as Exhibit B. Silver Spring will create detailed specifications for the System based on such initial Specifications and deliver such specifications to ComEd for its review. Silver Spring will incorporate ComEd’s comments regarding such specifications and deliver further revised specifications to ComEd. After ComEd’s acceptance of such revised specifications, each Party’s Designated Representative shall sign such specifications, which shall be deemed the Specifications under the Master Agreement and attached to the Master Agreement. Such Specifications shall be finalized before Optimization of the first Optimization Area. After Optimization of each Optimization Area, the Parties shall review the Specifications and make any changes that are agreed upon by the Parties or reasonably requested by ComEd and update the Master Agreement exhibit accordingly.

2.2. Field Deployment Support

2.2.1. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

2.2.1.1. Provide in-field training to ComEd field personnel and/or contractors on the specific aspects of installing and troubleshooting ***, reinforcing and supplementing the formal training provided in *** (Silver Spring recommends but does not require ComEd’s field personnel and/or contractors to attend the formal training.) In-field training will be completed in no more than ***, and may be performed either (a) as part of ComEd’s installation of *** at the first substation and its associated remote locations, or (b) as a separate session prior to but separate from ComEd’s installation of such ***. In-field training will include but not be limited to ***. This training can be repeated as required by ComEd for the incremental fees listed in the Attachment 1, Pricing.

2.2.1.2. For the first substation and associated remote locations, perform a field audit (of no more than ***) of the *** installation performed by ComEd or its contractors to sample the quality of work. This audit shall be repeated *** during the ***. Silver Spring will perform additional field audits as requested by ComEd for the fees outlined in Attachment 1, Pricing.

Page 7 of 42

2.2.1.3. During the ***, starting with the completion of the training provided pursuant to Task 2.2.1.1, conduct in-field troubleshooting of *** upon installation according to the following order: 

(i) If ComEd experiences an *** issue which it cannot resolve through its own troubleshooting efforts, ComEd will contact the Silver Spring customer support line, referenced in Attachment 5, for remote diagnostics assistance; and

(ii) If the remote diagnostic assistance is unsuccessful, a Silver Spring field technician will accompany a ComEd employee within five (5) Business Days of the unsuccessful diagnosis to perform in-field diagnostics.

Following the DA Deployment Period, Silver Spring will provide in-field support as noted above upon an agreed schedule. Remote support for the Equipment will be provided pursuant to Tasks 4.3.1.3-4.3.1.7.

2.2.1.4. During the ***, remotely (i.e., from Silver Spring’s office) provide the following installation and configuration support in advance of validation performed during Network Testing defined at Task 2.6.5.

a. Assist with device configuration planning.

b. Configure Equipment and perform remote troubleshooting of configuration of Equipment as necessary.

c. Load the device files into ***,

d. Create and upload to *** properly formatted location files, including GPS coordinates

e. Ping to validate availability of ***.

f. Configure *** polling schedules and other jobs but consult with ComEd beforehand in order to avoid detrimental interaction between ***.

2.2.2. ComEd Responsibilities. ComEd will perform each of the following tasks.

2.2.2.1. Complete all tasks necessary to inventory, warehouse and field test, if necessary, all Equipment.

2.2.2.2. Provide the necessary power for Equipment at any given location.

2.2.2.3. Identify a principal representative to communicate any Equipment troubleshooting issues to Silver Spring and have that person work with Silver Spring following the procedures listed in Task 2.2.1.3.

2.2.2.4. Replace (including removal and installation) any failed *** identified by troubleshooting procedures. Silver Spring shall repair or replace failed *** under warranty pursuant to the terms of the Master Agreement, or if such Equipment was not under warranty, ComEd shall be responsible for ***.

2.2.2.5. For connectivity to *** that Silver Spring has not previously certified, including *** from *** to a ***, ComEd must verify that the device is ***. If ComEd requires interoperability certification, ComEd will follow the procedures established in Task 2.6.1, with sufficient lead time as to protect ComEd’s deployment schedule.

2.2.2.6. ***, ComEd will perform the relevant tasks to review, approve, facilitate and install at such new or revised locations.

2.2.2.7. Upon such approvals, relocate or install field devices as soon as practical.

2.2.2.8. Merge the incremental changes to the *** design, which consist of (a) the *** Network Design, and (b) changes made at the time of (i) installation of Relays (pursuant to Task 2.3), (ii) installation of *** (pursuant to Task 2.4), and (iii) acceptance testing of the system (Network Tests as discussed in Task 2.6.5.3), which will effectively yield a cumulative as-built Communication Network design (together, ***).

2.2.2.9. Provide Silver Spring with electronic updates to the following information at the frequency noted below, and will provide cumulative lists of the same information upon Silver Spring’s reasonable request:

a. A rolling non-binding deployment forecast for upcoming three (3) months (to be provided initially at a time mutually agreed by the Parties, and then on a quarterly basis by the last day of each calendar quarter). The deployment forecast must include the Bridge (and, when scheduled, Relay) installation rates by area. Bridge deployments must be broken down by ***.

b. A non-binding deployment forecast for the total *** (to be provided initially at a time mutually agreed by the Parties, and then revised and provided on a *** basis by the ***. The total deployment forecast must include Bridge (and, when scheduled, ***) installation rates by area. *** must be broken down by ***.

c. A non-binding *** purchase forecast for the upcoming *** (to be provided initially at a time mutually agreed by the Parties, and then revised and provided on a *** basis by the last day of each calendar ***.

Page 8 of 42

d. The location of all newly installed or relocated ***, including whether the *** was installed at or relocated to a site not suggested by Silver Spring, and any special conditions noted at the time of installation or relocation that may affect proper functioning of the *** or *** (to be provided initially at a time mutually agreed by the Parties and then to be provided ***. 

e. Status update for pending ***, indicating the stage of ComEd review of requested locations and expected date of install (to be provided initially at a time mutually agreed by the Parties and then to be provided ***). The report should also include a tally of remaining *** to be installed for the area related to each substation.

f. If and when relevant, a list of facilities with previously installed *** that will no longer be available (to be provided within *** of ComEd’s internal awareness of that such *** locations will no longer be available). Such information will be used by Silver Spring to determine the appropriate location and site for replacement ***, if required to maintain performance.

2.3. Field Network Installation

2.3.1. ***, ComEd will install all field devices and associated mounting Equipment. ComEd will ***.

2.4. Endpoint Installation.

2.4.1. Pursuant to the *** and following Silver Spring guidelines for installation, configuration, and troubleshooting, ComEd will install all field devices and associated mounting Equipment. ComEd will inform Silver Spring regarding any differences between *** and those provided in the ***.2

Pursuant to the *** and following Silver Spring guidelines for installation, configuration, and troubleshooting, ComEd will install all DA Endpoints and associated Equipment (antennae, mounting kits, etc).

2.4.1.1. For any substation and associated remote locations where Silver Spring is performing site surveys, ***:

a. all *** at the substation and power it to begin broadcasting *** any site survey is performed at any associated remote locations. *** upon temporary “test” master bridge can be used as necessary if a permanent master is not available.

b. all *** at a remote location to be site surveyed *** ComEd has completed installing all *** that were included in the *** for the associated substation.

2.4.1.2. Upon installation of each *** in a remote location, Silver Spring and ComEd will jointly assess the performance of the *** by performing certain tests or procedures recommended by ***. As required by the troubleshooting procedures provided by ***, ComEd will adjust *** performs satisfactorily.

2.4.2. After installation but before *** pursuant to ***, ComEd will confirm that all *** for a given substation and its related remote locations are active in ***. If not, ComEd will visit the problem location to remediate the installation, or escalate to Silver Spring for support.

2.4.3. ComEd will inform Silver Spring regarding any differences between the as-built locations and those provided in the ***.

2.5. Network Optimization. Silver Spring will provide services to optimize the layout of the field network, equipment configuration, and implementation by *** to confirm that performance meets the design specifications upon which the Parties have agreed. *** executed for a given *** after initial *** and *** are complete in such an area, and may result in the need to *** as required for achieving the required performance

2.5.1. Silver Spring Responsibilities. After all devices are installed for an ***, Silver Spring will perform an optimization analysis of that *** in the following steps. Note that this process is iterative in nature.

2.5.1.1. Perform initial *** to assess the initial *** against the acceptance criteria to be established per ***.

2.5.1.2. Identify ***, which may involve the recommendation of ***, the relocation of ***, remediation of ***, or *** changes.

2.5.1.3. The Parties will review and agree upon remediation recommendations prior to any field work. *** (except for *** due to a failure of the *** to meet *** in accordance with the *** under the Master Agreement or the *** to be provided by Silver Spring in accordance with its equipment sufficiency guarantee set forth in page 5 of this SOW) will be *** by ComEd.

2.5.1.4. Following the installation, relocation, or other remediation activities Silver Spring will perform the final assessment and verification of performance against the *** and provide a *** of the network performance for the *** being evaluated to ComEd ***.

Page 9 of 42

2.5.1.5. After successful completion of final *** for an ***, including satisfaction of the *** for such ***, ComEd will *** that portion of the *** and the installed devices. 

2.5.2. ComEd Responsibilities. ComEd will perform each of the following tasks.

2.5.2.1. ComEd’s Project Manager will coordinate *** for ComEd, scheduling the deployment of the *** consistent with the *** and *** schedule, including all coordination internal to ComEd.

2.5.2.2. ComEd will be responsible for the *** of *** required as part of Optimization, as well as for other field-related upgrades as part of the agreed-upon remediation plan.

2.6. Testing

2.6.1. ***. Although the majority of standard *** have been proven to work with the Silver Spring *** with minimal or no interoperability issues, ComEd may, ***, wish to engage Silver Spring to assist in *** testing and/or troubleshooting. In this event, ComEd can arrange for the *** to test for *** with Silver Spring cooperating as described herein.

2.6.1.1. ***. The *** may choose to *** participation in Silver Spring’s *** in order to independently assess the *** of its product(s) with ***. The terms of Silver Spring’s *** are defined in Silver Spring’s then-current *** document. *** that are tested by the *** will also need to be qualified via testing by Silver Spring.

2.6.1.2. ***. *** and for Silver Spring’s thencurrent ***, Silver Spring will qualify an *** as *** with ***. Qualification is dependent upon cooperation from the ***, and the *** must meet the requirements listed in the then-current version of Silver Spring’s *** document.

a. Silver Spring Responsibilities. Silver Spring will perform the following tasks to qualify each *** that meets Silver Spring’s minimum requirements:

(i) Perform an informal discovery analysis with *** to identify the requested services from a high-level. Within *** after this session, Silver Spring will provide ComEd a target duration for qualification testing. (The duration of qualification testing depends upon a variety of factors, including but not limited to the responsiveness and technical cooperation of the RTU manufacturer and the number of RTU devices in the current qualification testing queue.)

(ii) If *** wish to proceed with *** after agreeing to the qualification program requirements, and with the payment of the required fee by the vendor (or by ComEd), Silver Spring will commence the *** testing program.

(iii) Silver Spring will review the current version of Silver Spring’s *** with ComEd and the vendor of ComEd’s selected ***. This review would be completed in one workshop.

(iv) Perform end-to-end testing of the *** at ComEd’s or the *** site to confirm successful transport

(v) Keep ComEd informed of bugs encountered while testing and the plan for resolution.

(vi) Keep ComEd informed of any vendor delays or other non-cooperative behavior that may affect the duration of qualification testing.

(vii) Assuming successful conclusion of the testing, provide *** notice of Silver Spring’s qualification of the ***, and add the *** to Silver Spring’s list of qualified ***, which Silver Spring may share with its current and prospective utility customers. Successful testing is defined as the successful completion of all critical tests, as defined by Silver Spring, without issues. (Note: While the *** program seeks to minimize *** in the field, Silver Spring qualification does not guarantee *** under all conditions.)

(viii) If the vendor does not provide timely cooperation or if the vendor is unable to resolve outstanding issues in a manner that shows reasonable progress, Silver Spring reserves the right to terminate testing. In such case, Silver Spring will return all materials received for the ***.

b. ComEd Responsibilities. ComEd will perform, or will ensure that *** will perform, each of the following tasks:

(i) Accept the technical and process requirements provided in the current version of Silver Spring’s *** document.

(ii) Provide an available technical contact from the *** with whom Silver Spring will work during the qualification process.

(iii) Provide Silver Spring with as many production units of the *** as Silver Spring reasonably requests.

Page 10 of 42

(iv) Provide all technical and product documentation for the ***, including but not limited to any product and operation manuals. 

(v) Provide debugging and troubleshooting tools for ***, such as applications and tools for upgrading devices, along with associated documentation.

2.6.2. System Acceptance Testing - General. Silver Spring will provide *** to confirm that Silver Spring’s solution meets specifications for communicating with *** and together composing “System Acceptance Tests” or “System Acceptance Testing.” The results of such testing will apply only to *** specified in this SOW and related documents (including but not limited to the Network Design or the ***.

2.6.2.1. Silver Spring will *** only once unless the results do not meet acceptance criteria, in which case Silver Spring will repeat the testing after remediation of the defect. Silver Spring will repeat remediation and retesting until acceptance criteria are met. Such tests, including retesting after remediation, *** listed in Attachment 1. However, if for any reason additional lab tests, field tests or network tests not described below are required, Silver Spring will provide such additional tests for an additional fee as determined by the scope of the desired tests.

2.6.2.2. If ComEd deploys any *** not included in this SOW (either other types of *** or deployment of other individual units of the same types as are listed in this SOW), the System Acceptance Tests will not apply to such devices or ***.

2.6.2.3. The Parties will jointly define a set of *** as defined below within *** of executing this SOW. Samples of such tests are described in Attachment 4; when the Parties agree on a final version to be used in the tests, the Parties will sign that final version and append it to Attachment 4 herein. Before such signature, if Silver Spring expects that the final version will be significantly more expensive for Silver Spring to perform successfully than the current sample version, Silver Spring will alert ComEd to the difference; the Parties will agree to a revised budget for System Acceptance Testing or modify the plan to avoid additional charges.

2.6.3. System Acceptance Testing - Lab Tests. The Parties will perform lab tests to prove the effectiveness of the logical network reference design for each *** type included in the *** and the***.

2.6.3.1. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

a. Assign one member of its staff, working at ComEd’s site, to assist in setting up and performing the Lab Tests *** the effectiveness of the *** for *** included in this ***, as measured against ***.

b. Provide documentation of *** results for ComEd’s review and written approval.

2.6.3.2. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Provide Silver Spring with *** written notice prior to scheduling Lab Tests, including provision to *** of a *** to be used in the ***.

b. Purchase all equipment for the labs (including but not limited to ***) and provide the ***, including any necessary infrastructure.

c. Perform direct interconnection and interfacing to various types of ***.

d. Provide adequate staffing to work with Silver Spring in the execution of ***.

e. Review and approve in *** the final test documentation that Silver Spring will provide after ***. Approval of such ***, will be deemed acceptance of the logical reference network design.

2.6.4. System Acceptance Testing - Field Tests. The Parties will conduct the Field Tests identified in *** for the first ***, communicating with at least one unit of each type of *** situated in a remote location ***.

2.6.4.1. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

a. Assign appropriate staff, to confirm in *** that the solution developed by Silver Spring will work as intended in the field with all types of *** included in this ***, as measured against agreed acceptance criteria.

b. Provide documentation of Field Test results for ComEd’s review and written approval.

2.6.4.2. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Work with Silver Spring in the execution of Field Tests pursuant to Attachment 4.

b. Review and approve *** the final test documentation that Silver Spring will provide after ***. Approval of such documentation, together with approval of final test documentation of Lab Tests pursuant to Task 2.6.3.2.e, will be deemed acceptance of the logical network reference design.

Page 11 of 42

2.6.5. System Acceptance Testing - Network Tests. The Parties will perform Network Tests for each Optimization Area and its associated remote locations, as described below, to validate proper installation and configuration of***. 

2.6.5.1. Silver Spring Responsibilities.

a. After all of the *** and all of the *** identified in the *** the *** for the all *** (and its associated remote locations) are installed and configured, Silver Spring will perform the agreed *** procedures to confirm in one set of *** the proper installation and configuration of ***, as measured against agreed acceptance criteria. Silver Spring will perform Network Tests remotely from its office, assisted as needed by a Silver Spring field engineer and ComEd.

b. Silver Spring will document *** for the all *** and its associated remote locations, and provide them to ComEd for its review and written approval. Such documentation will include the *** and will note the *** of the ***.

2.6.5.2. ComEd Responsibilities.

a. ComEd will provide *** taffing to assist Silver Spring in performing ***. ComEd will promptly review and approve the final test results ***. ComEd’s approval of such results will be deemed acceptance of the *** (and associated remote locations)

2.6.5.3. ***. The Parties understand and agree that additional *** may be required to achieve the acceptance criteria and if required, ComEd will *** and/or *** these *** (except for *** required due to a failure of the *** to meet *** in accordance with the *** under the Master Agreement or the *** to be provided by Silver Spring in accordance with its equipment sufficiency guarantee set forth in page 5 of this SOW). Silver Spring may, based ***, recommend new or changed locations for ***, and ComEd will perform any relevant tasks to review, approve, facilitate and install at such new or revised locations.

Task 3 - Application Deployment

3.1. GridScape Deployment

3.1.1. Technology Planning. The Parties will engage in interactive technology planning sessions to jointly review and confirm the contents of the DA Questionnaire, and to confirm the requirements of the GridScape deployment. Material changes after the Parties have agreed to the responses to the DA Questionnaire may require a change order at additional cost to ComEd.

3.1.1.1. Backhaul Network Planning. Silver Spring will lead interactive sessions to:

a. Discuss the connections between the *** and the proposed *** and as required:

(i) Provide a detailed review of ***;

(ii) Provide detailed review of ***;

(iii) if the *** will employ ***, assist ComEd in identifying *** and (if needed) appropriate *** for deployment

(iv) Provide a review, if needed, of *** issues related to***.

b. Regarding ComEd connectivity:

(i) Determine ComEd’s access to the *** including appropriate connectivity and firewall rules.

3.1.1.2. Security Planning.

a. Silver Spring will lead an interactive session to provide a security model overview with ComEd, including a review of the security technologies, policies, processes, controls and features of ***. Silver Spring will implement the security architecture consistent with***.

b. ComEd will provide contact information for the person or department with whom Silver Spring will communicate should any security-related incident arise during operations.

3.1.1.3. Collaboration. The Parties will work together to perform each of the following tasks:

a. ComEd and Silver Spring will work together to***.

b. ComEd and Silver Spring will work together to***.

Page 12 of 42

3.1.2. Design/Setup of GridScape and DA Communication Network connections 

3.1.2.1. Joint Responsibilities. The Parties will work together to perform each of the following tasks:

a. Detailed design of network connectivity between ***, and ComEd’s existing ***.

b. Establish a *** for the connection between the Silver Spring *** and ComEd ***, to enable ComEd to access ***. Optionally, a dedicated redundant access method, such as ***, can be obtained ***.

c. Implement *** of the *** setup as agreed upon by the Parties..

d. Establish data retention requirements.

3.1.2.2. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

a. Establish database, storage and backup requirements. Unless otherwise agreed, the requirements will include without limitation, a plan for Silver Spring to backup data *** and retain *** backups at Silver Spring’s data center and offsite of Silver Spring’s data center. ***. Silver Spring will take immediate steps to restore any lost or corrupted data from the most recent *** or from the ***.

b. Establish***, and provide facilities to meet them.

c. Take necessary steps to provide required hardware and software for running *** and obtain appropriate maintenance agreements; install, configure and test required software at Silver Spring data center.

d. Perform end-to-end validation of each ***.

e. Configure and test hardware and software backup solution.

3.1.2.3. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Provide input regarding the configuration of *** and any ***.

b. Confirm *** and *** of each ***.

3.2. System Integration - There is no System Integration related to DA.

3.3. Training

3.3.1. Silver Spring Responsibilities. Silver Spring will provide ***of training to cover basic GridScape functionality and the use of Bridge Configurator. This training can be repeated as required by ComEd for the incremental fees listed in the Attachment 1, Pricing.

Task 4 - Ongoing Maintenance and Management

Except as noted below, if ComEd has paid the Fee(s) specified in Attachment 1 for ***services for the DA Project as well as for ***services, Silver Spring will perform the tasks described in this Task 4 in support of the environments listed in Attachment 2, for the term noted therein. If ***, ComEd chooses to transition from the ***to *** or to a ***and provides Silver Spring ***, Silver Spring will negotiate in good faith to detail the services and associated fees required to transition GridScape to a ComEd facility. Silver Spring’s obligations hereunder, including but not limited to ***, are conditioned upon ComEd’s payment of the applicable Fees.

4.1. Software Support. Detailed Software Support terms for ComEd, as an Application Management customer, are found in Attachment 6. Major items are summarized in this Task 4.1.

4.1.1. Incident and Defect Management. Silver Spring’s Customer Support personnel will provide support to ComEd, receiving and responding to Incident reports and requests for technical support concerning GridScape and/or the DA Communication Network, within the timeframes and in the manner specified in ***. Silver Spring will also respond to service requests concerning ***, as well as create and follow up on Incident reports when Silver Spring detects problems proactively as part of its monitoring and management responsibilities described in *** and, due to ComEd’s purchase of ***. Silver Spring will investigate all cases where the root cause of a reported Incident is determined to be an Error, ***.

4.1.1.1. Customer Support as the Primary Contact. Unless otherwise mutually agreed on a case by case basis, Silver Spring’s customer support personnel will be ComEd’s primary point of contact for all Incidents, requests for technical support advice, and service requests concerning Silver Spring products and services.

4.1.2. Upgrades. Upon general release, Silver Spring will provide Upgrades to ComEd, ***, implemented in accordance with agreed change management procedures and in the manner provided in Attachment 5. See Task 4.2.2.1 regarding installation of Upgrades.

Page 13 of 42

4.2. Application Hosting and Management 

4.2.1. General. Silver Spring will provide server, database, storage and application administration for the relevant environments listed in Attachment 2, including configuration management as well as the gathering and analyzing of operations statistics and trends. Silver Spring will host, manage, operate, maintain and monitor ***. Silver Spring will monitor the ***. Silver Spring will execute such administration and monitoring ***. When an Incident triggers an alert, Silver Spring will communicate with ComEd as set forth in Attachment 5, track the incident, troubleshoot the problem, and escalate to Silver Spring subject matter experts or third party vendors as needed, pursuant to the agreed incident management process. ComEd will cooperate with reasonable requests that Silver Spring makes as part of its efforts to respond to Incidents.

4.2.1.1. Planned System Changes. For any planned System Change related to any aspect of the back office, Silver Spring will follow the mutually agreed change management process established in Task 3.1.1.3. Such System Change will be implemented during a Maintenance Window as described in Task 4.2.2, or as the Parties otherwise agree. Silver Spring shall obtain *** for any planned system changes.

4.2.1.2. Urgent System Changes. Silver Spring will attempt to notify ComEd by email and phone advance of any emergency System Change (“Urgent System Change”) related to any aspect of GridScape. However, Silver Spring will execute an *** even if no representative of ComEd *** to such attempted notification before the ***. In such case, Silver Spring will notify ComEd by email and phone within *** after completion.

4.2.2. Maintenance by Silver Spring; Back Office Maintenance Windows. In accordance with the jointly established and mutually agreed upon change management procedures, Silver Spring will perform maintenance on GridScape hardware and software during *** maintenance windows (“Maintenance Window”) *** and each lasting *** unless otherwise agreed. ***. *** is for *** maintenance, and one *** is for changes that must be made across multiple customers.

4.2.2.1. Preventive Maintenance. Silver Spring will perform Preventive Maintenance ***. Unless the Parties otherwise agree in writing, Silver Spring will perform Preventive Maintenance during the Maintenance Window.

4.2.2.2. Database Maintenance. Silver Spring will maintain the database on a regular basis (i.e., weekly or monthly depending on the size of the database) for proper performance and functionality. ***.***,***.***.

a. Additional fees will apply for the retention of data beyond such 90-day period when expressly requested by ComEd. ComEd will not incur charges for data maintained in a database accessible to ComEd older than 90 days that has been retained at Silver Spring’s discretion.

4.2.2.3. GridScape Software Maintenance (Upgrades installation). Provided that ComEd has paid all applicable Fees, Silver Spring will install any Upgrades to GridScape as a planned System Change pursuant to Task 4.2.1.1. GridScape will not be available during the Upgrade installation.

4.2.2.4. Mutually agreed upon change management procedures shall include steps ***.

4.2.2.5. Silver Spring will use commercially reasonable efforts to maintain the technologies and efficiencies utilized by GridScape and to identify methods for improving the quality, efficiency and cost-effectiveness thereof.

4.2.3. Front-haul Connectivity. Each Party will pay its respective expenses associated with Internet connectivity at its location, and will provide ongoing monitoring and management of the *** to maintain the function of the *** serving as a *** between the *** at Silver Spring and ComEd, pursuant to ***. ComEd will use this *** to access *** and connect it to ***. Any additional *** that ComEd may require can be configured or installed and maintained at ComEd’s additional expense. ComEd will monitor and maintain any dedicated redundant access method (e.g., T1, DSL, etc.) it chooses to install, pursuant to***.

4.2.4. Backups and Restoration of Data. Each Business Day, Silver Spring will conduct daily backups of the data generated from GridScape. These backups are for operational purposes only and are not a disaster recovery solution or a solution to be used by ComEd for testing or analysis purposes. Silver Spring will perform a limited number of restore requests of data to non-Production environments at ComEd’s request.

Page 14 of 42

4.2.5. Disaster Recovery.If ComEd elects to pay the fees for the Disaster Recovery Environment, Silver Spring shall provide a disaster recovery environment so as to maximize availability of GridScape during an event that would otherwise affect the delivery of the services. At a minimum, the *** for such Disaster Recovery Environment are *** and ***, respectively. In the event ComEd elects to pay the fees for the Disaster Recovery Environment, the Parties will agree on a disaster recovery plan, which the Parties will review annually and will provide sufficient connectivity between ***. The disaster recovery plan in connection with such Disaster Recovery Environment will specify how long the servers may be unavailable and how much Data may be lost. Contractor’s responsibilities with respect to such Disaster Recovery Environment shall include: 

(a) *** to provide protection against disasters and provide file recovery.

(b) Conduct incremental and full back-ups, in accordance with the disaster recovery plan, to capture Data on the Servers.

(c) Maintain the Servers and recover lost or corrupt Data in accordance with the disaster recovery plan.

(d) Plan and conduct disaster recovery tests at least *** of the term in coordination with ComEd and at times mutually agreed to by the parties.

4.3. DA Communication Network Monitoring

4.3.1. Silver Spring Responsibilities.

4.3.1.1. General. During the ***, Silver Spring will provide monitoring of the DA Communication Network ***. Table 4.3 summarizes these services as an aid to the reader, although the specific language found later in this section (4.3) is the sole defining factor in the services to be provided as a part of this SOW.

Table 4.3 - Summary of Services by Device Type
Device Type	*** ***	*** ***	*** ***	*** ***	***
***	Yes	Yes	Yes	Yes	Yes
***	Yes	Yes	Yes	Yes	Yes
*** ***	Yes	NA	Yes	Yes	Yes
***	Yes	NA	Yes	Yes	Yes

4.3.1.2.

a. Planned System Changes. For any planned System Change related to any aspect of monitoring of the ***described in this Task, Silver Spring will follow the mutually agreed change management process referenced in Task 3.1.1.3. ***,***.

b. Urgent System Changes. Silver Spring will attempt to notify ComEd by email and phone in advance of any Urgent System Change regarding the DA Communication Network and WAN backhaul. ***,***.***,***.

4.3.1.3. Remote vs. In-Field Actions by Silver Spring. ***,***.

Page 15 of 42

4.3.1.4. Notification and Incident Management. As necessary, Silver Spring will escalate to ComEd field work that requires ComEd’s authorized personnel to complete***

4.3.1.5. Bridge and Relay Monitoring and Support. Throughout the *** under the Master Agreement, Silver Spring will provide ***, including *** as well as the gathering and analyzing of ***. Silver Spring will monitor the availability and performance of *** 24x7x365, and initiate investigations for *** that reach a critical operational state (e.g., device outage, extended periods of high latency, excessive utilization) for optimized devices within the ***. Silver Spring will communicate with ComEd as set forth in Attachment 5, track the incident, troubleshoot problems, and escalate to Silver Spring subject matter experts or field resources as needed. Silver Spring will also be responsible for firmware updates to *** as a planned ***. *** receiving a Firmware update will be *** during the *** of the Firmware update process.

4.3.1.6. DA Endpoint and Relay Support. Silver Spring will monitor and initiate investigations for *** that reach a critical operational state (e.g., device outage, extended periods of high latency, excessive utilization) for optimized devices within the ***. Silver Spring will communicate with ComEd as set forth in Attachment 5, track the incident, troubleshoot problems, and escalate to Silver Spring subject matter experts or field resources as needed.

a. Firmware Maintenance: Silver Spring will be responsible for Firmware updates ***as a planned System Change pursuant to Task 4.3.1.1.a. Equipment receiving a Firmware update will be unavailable during the final step of the Firmware update process.

b. WAN Backhaul Circuit. Each Party will pay its expenses associated with Internet connectivity at its location. ComEd will maintain and pay for a *** from the ***. On a 24x7 basis, Silver Spring will monitor the availability of the *** from the ***. Silver Spring will provide ongoing monitoring and management of the ***. If ComEd chose to establish and employ a dedicated telecommunications circuit for *** in lieu of or in addition to a ***, ComEd will maintain that connection at ComEd’s expense and Silver Spring will monitor that connection.

4.3.1.7. Relay and Backup Battery Replacement. Throughout the *** under the Master Agreement, after in-field investigation or upon Silver Spring’s recommendation, ComEd will promptly remove *** experiencing problems and promptly replace such equipment using the inventory of spare equipment Silver Spring recommends in the Equipment section of this SOW. For the term of this SOW, Silver Spring will *** as set forth in ***, including the *** installed as part of the ***. Further, Silver Spring will provide *** to ComEd for the term of this SOW. *** will be replaced in accordance with the then current ***.

4.3.2. ComEd Responsibilities.

4.3.2.1. Reasonable cooperation and In-field Investigations. ComEd will cooperate with reasonable requests that Silver Spring makes as part of its efforts to respond to incidents and ComEd will perform in-field investigations as necessary and if requested by Silver Spring. Requests for in-field investigations by Silver Spring will be handled pursuant to ***.

4.3.2.2. WAN Provider Management. ComEd will pay for the services of the ***, if any, for *** and the ***. If reasonably requested by Silver Spring or as the Parties otherwise agree, ComEd will work directly with the *** to investigate and resolve *** service incidents.

4.3.2.3. Equipment Replacement. Subject to Silver Spring’s *** under the Maser Agreement, after in-field investigation or upon Silver Spring’s recommendation, ComEd will promptly remove Equipment experiencing problems and promptly replace such Equipment using the inventory of spare Equipment that Silver Spring recommends in the Equipment section of this SOW. ComEd will seek the replacement of all uninstalled Equipment using Silver Spring’s thencurrent ***. However, so long as Silver Spring provides ***, Silver Spring will remotely configure replacement *** and any other *** configuration modifications required as a result of *** replacement.

Page 16 of 42

4.4. Business Service Level Monitoring and Management

4.4.1.1. Service Level Targets. Subject to the procedures described in Tasks 4.4.2 and 4.4.3, Silver Spring will provide Service Level credits to ComEd if Silver Spring fails to meet the Service Levels specified in Attachment 6 to this SOW. If Silver Spring fails to meet more than one Service Level in a single measurement period, the sum of the corresponding Service Level credits will be credited to ComEd; provided however that in no event will the total amount of Service Level credits in a single month exceed ***. Notwithstanding the foregoing, if a single event gives rise to a Service Level credit as measured by more than one Service Level metric under this Task 4.4, ComEd will be entitled only to the highest applicable Service Level credit attributable to that event across all of those metrics. ***.***.

4.4.1.2. The Parties agree to work together to develop additional relevant performance metric(s) that will be reported on quarterly by Silver Spring; ***:

a. bi-directional paths being used for DA communications (master remote via relays), will have an information success rate of ***

b. bi-directional paths being used for DA communication shall deliver ***.***,***.***:***,***,***.

c. Metrics should be collected ***with a test session to be executed at an agreed upon time interval ***. ComEd will also have the ability to generate reports independently as required.

4.4.1.3. Silver Spring shall develop and implement monitoring and reporting against the foregoing metrics ***

4.4.1.4. Silver Spring shall implement the performance credits and incentives ***.

4.4.1.5. The Parties further agree that if Silver Spring fails to meet the timelines imposed by sections 4.4.1.1, 4.4.1.2, and 4.4.1.3 Silver Spring will provide *** for each *** Silver Spring is delayed in meeting such timelines, provided however, during the time period when the Parties are ***, ComEd shall respond promptly to all proposed metrics, and if ComEd fails to respond within ***, the timelines will be extended by the number of Business Days beyond *** it takes ComEd to respond.

4.4.1.6. The Parties agree to review the Service Level Agreements and associated metrics ***,***.

4.4.2. Reporting. Silver Spring will measure and report Service Levels on a monthly basis, each calendar month, starting with the Service Level Triggers defined in Attachment 6. That report will list performance against all *** in the prior month and ***. Following each such report, the Parties will discuss such performance. The ***.

4.4.3. Exclusions.

4.4.3.1. Maintenance Windows and System Changes. Service Level credits shall not apply during (i) any planned Maintenance Window that is used and is the source of the performance failure causing the Service Level credit, ***,***.

Page 17 of 42

4.4.3.2. Failures. Silver Spring will not be liable for failure to meet applicable Service Levels to the extent any such failure is attributable to any one or more of the following causes:

a. An Excusable Delay;

b. ***. ***,***,***,***,***,***

c. Any and all third party hardware and/or software failures not directly caused by Silver Spring (e.g., failure of router in ComEd’s network that affects availability of GridScape);

d. A Force Majeure event affecting multiple data centers, or a single data center if ComEd is using no secondary data center or has not purchased disaster recovery services from Silver Spring; or

e. Any other cause to which the Parties mutually agree in writing.

4.4.3.3. Inconclusive Analyses. Silver Spring will conduct root cause analyses of Service Level failures. If a cause listed in 4.4.3.2 the Service Level failure, ComEd will not be entitled to a Service Level credit.

4.5. Other Tasks and Provisions regarding Ongoing Maintenance and Management

4.5.1. ComEd Access to GridScape data. GridScape provides the following standard reports, details of which can be found in the GridScape Users’ Guide:

4.5.1.1. ***

4.5.1.2. ***

4.5.1.3. ***

4.5.1.4. ***

4.5.1.5. ***

***.

4.5.2. Change in Service. Upon ***prior written notice to ComEd, and provided that the functionality and quality of the services provided by Silver Spring under Task 4 will not diminish, Silver Spring has the right to change or modify the manner in which Silver Spring offers or delivers such services; provided that such change or modification will not impair or adversely affect ComEd’s ability to use the services and does not result in additional cost or expense to ComEd.

4.5.3. Maintaining Current Location Data. If the Parties agree that ComEd is responsible for installation ***, ComEd will maintain ***the most current location information for all such devices, ***.

General Assumptions

A. ComEd will continually work with Silver Spring to make all processes as efficient as possible.

B. Any tasks beyond those stated in this SOW are considered out of scope. Any change to any task, including any change to quantities or other parameters referenced in any task, may result in changes to pricing.

C. Unless otherwise stated in this SOW, ComEd will provide Silver Spring with ***advance written notice when requesting Silver Spring resources to be on-site.

D. ***, unless otherwise stated, Silver Spring team members other than Customer Support will be available during normal local business hours (8:30^am – 6^pm on Business Days) for that specific resource – for example, Silver Spring team members in Redwood City, CA, are available during those hours Pacific Time, while Silver Spring team members performing in-field assistance are available during those hours in ComEd’s time zone. Off-hour support can be arranged during critical periods. For Customer Support hours, refer to Attachment 5.

E. This SOW covers support of ComEd’s DA system only. Support for planning or deployment beyond basic DA *** be covered under a separate SOW. Likewise, none of Silver Spring’s obligations under any other SOW between ComEd and Silver Spring apply under this SOW unless specified herein.

Page 18 of 42

Approvals

IN WITNESS WHEREOF, the parties hereto have caused this SOW to be executed by their duly authorized representatives as of the SOW Effective Date.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	/s/ Anne R. Pramaggiore	By:	/s/ Scott A. Lang
Name:	Anne R. Pramaggiore	Name:	Scott A. Lang
Title:	President & Coo	Title:	CEO
Date:	1-25-12	Date:	1-25-12

Exelon Business Services Company, LLC, solely as delegee of rights and benefits of Commonwealth Edison Company
By:	/s/ M. Bridget Reidy
		***:
Name:	M. Bridget Reidy		***
		***
Title:	SVP Chief Supply Officer
Date:	1/25/2012

[End]

	SMART GRID PROJECT MASTER AGREEMENT
	Attachment 1 toExhibit “M” Pricing StatementofWork - *** StatementofWork # [__]

1. ***

***
***	***	***	***	*** ***
***	*** ***	***	***	***
***	*** ***	***,***	***	***
***	***	***	***	***
*** ***	***	***	***	***
***				***

***.

***:***.

***:***,***,***.

***:***,***.

***:***,***.

***:***:***.

Page 23 of 42

***
***	***	***	***	*** ***
***	*** ***	***	***	***
*** ***	***	***	***	***
***	***	***	***	***
*** ***	***	***	***	***
***	*** *** *** *** *** *** *** *** *** *** *** *** ***	***	***	***
***	*** *** *** *** *** *** *** *** ***	***	***	***
***	***	***	***	***
***				***

***.

Page 24 of 42

***:***
***	***	***	***	*** ***
***	***	***	***	***
***	*** *** *** *** *** *** *** *** ***	***	***	***
***				***

***.

***:***,***.

***:***,***.

***:***,***

***:***:***.

***
***	***	***	***	*** ***
***	***	***	***	***
***	***	***	***	***
***				***

***:***,***.

***:***,***

***:***:***.

***:***.

Page 25 of 42

2. *** 

***
***	*** ***	*** ***	***
*** - ***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***		***

***:***:

o ***:***.

***:***:

o ***:***.

***:***,***.

***:***:***.

Page 26 of 42

3. ***

***
***	***	***	***	*** ***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

***:***

***:***.

***:***,***.***.

***:***,***.

***:***:***.

***:***.

Page 27 of 42

***:***
***	***	***	***	*** ***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

***:***.

***:***.

***:***:***.

***
***	***	***	***	*** ***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***
***				***

***:***.***.

***:***,***.***.

***:***,***.

***:***:***.

Page 28 of 42

***:***.

***,***,***
***	***	***	*** ***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

***:***,***.***.

***:***.

***:***,***.***.

***:***,***.

***:***:***.

***:***.

4. ***

***
***	***	*** ***	***
***:***	***	***	***.

***:***.***.

***:***.

***:***,***.

***:***:***.

Page 29 of 42

5. *** 

***
***	*** ***	***	*** ***
***	***	***	***
***	***	***	***

***:***,***.

***:***:***.***

***

Page 30 of 42

Attachment 2 to DA SOW

Software Licensed by ComEd under the DA SOW

The following Products and operating environments are licensed to ComEd under the terms of the Agreement.

Tools:	***
	***

Environments: The Parties will check the cell in Table 1 below for a particular Product if Silver Spring is to install that Software module in the specified environment. Silver Spring will provide Application Management services as described in Task 4 of this SOW, for each environment for the term listed in Table 1. The term is further described in the next section of this Attachment.

Table 1: Basic Setup Information for Each GridScape Environment
Environments:			Env’t /Application Management and DA Communication Network Management Term**
	Software Product:		(Y months after
	GridScape	Availability requested by (X wks after SOW S.D.*)	Availability begins)
Production	***	***	***
Other, if any:	***	***	***

* SOW S.D.= SOW signature date, which is the date of last signature of this SOW. Numbers shown reflect the time Silver Spring requires to set up environments, since work will only start after this SOW’s execution.

** Solution Services begins upon the accessibility of the environment by ComEd, and may be renewed or terminated at the end of the term noted (see next section for fuller description). The term should be noted with an estimated term (e.g., “est. 12” for a one-year term) for temporary environments.

Term of Application Management and DA Communication Network Monitoring services

An environment will be deemed available when ***.***Upon such availability, Silver Spring will ***,***, Silver Spring will ***. The term of Silver Spring’s DA Communication Network Monitoring services will begin, and Silver Spring will ***upon the availability of the***.***.

For each environment, the date listed for availability in Table 1 is a target, and the Parties will work cooperatively to finalize the date with reasonable notice. Upon the expiration of the term, the Parties will renew or terminate the Solution Services supporting that environment.

Silver Spring reserves the right to reassign relevant back office equipment and staffing upon termination or expiration of Application Management services for any environment(s).

[End]

Page 31 of 42

Attachment 3 to DA SOW

***

*** of the ***, with *** enable *** for working with *** to (a) complete a *** and (b) implement a *** that is consistent with the ***. At some time after the *** is executed, a *** of this *** will be *** and ***, and will be *** to the *** as the ***.

The following Table 1 defines terms used in this Attachment.

Table 1-Terms and Definitions
Term	Definition
***	***.
AFS	Automated Feeder Switch
CB or Cap Bank	Capacitor Bank
Destination	The device that is the targeted recipient of the DNP message transmission from the Source.
EP	An “Egress Point,” which is device (a Master Bridge or an Access Point) which provides an egress for data to get out of the DA Communication Network.
***	*** that indicates the *** to or from a ***. These represent the *** within the *** (i.e. not the *** from the ***. For example, *** is a very high quality link, meaning that only 10% of packets are retried from node to node (and 90% of those retries succeed). Retrying packets is a normal part of mesh operation, though an ISR of less than 70% can cause very latent or ***.
MB	Master Bridge
***	Refers to the number of *** between ***. The intent is to reduce the number of single points of failure within the ***.
***	*** refers to the *** of a *** to a ***.
RB	Remote Bridge
RSSI	Received Signal Strength Indication - basic measure of the signal strength present at a Destination.
Source	The device that is the initiator of the DNP message transmission.

A. Network Design

The complete Silver Spring *** consists of both a *** and a Logical Network Reference Design. The former covers placement of Relays and Bridges in support of the *** such that *** as well as ensuring that *** have sufficient ***. The Logical Network Reference Design takes into consideration the IP level configuration, *** and any other *** to support the *** of each ***. Both the *** as well as the *** must support the *** for each ***.

B. ***Page 141

***:

· ***

· ***,***

· ***,***

· ***,***

· ***

· ***

Page 32 of 42

· ***,***,*** 

· ***

· ***

· ***

· ***

C. ***

***,***.***.***,***.

1. ***

***.***.***.

***.***.***.

***

***			***
***	***	***	*** ***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***

***:***,***,***.

2. ***

***.***,***.***,.***.

***

***			***
***	***	***	*** ***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***

***:***,***.***.

Page 33 of 42

D.***

***.

***	***
***	***.
***	***,***.
***	***,***.
***	***.
***	***.
***.***.	***.***,***,*** ***.***. ***.***.

[End]

Page 34 of 42

Attachment 4 to DA SOW

DA System Acceptance Test Process

As described in Tasks 2.6.2 - 2.6.5, System Acceptance Testing will include ***:

· Lab Tests will be performed in conjunction with ComEd in a *** at *** to verify *** of the ***.

· Field Tests will be performed at the ***, after *** associated with all relevant *** are installed. *** will be performed in conjunction with ComEd, and will *** or *** of the ***.

· Network Tests will validate proper installation and configuration of the particular *** being tested, to verify end-to-end functionality and performance.

Except as deferred to a separate SOW or an update to this Attachment, Tasks 2.6.2 - 2.6.5 define the responsibilities of the Parties for performance and review/approval of the tests, and the acceptance of the logical network reference design and the DA Communication Network.

Page 35 of 42

***:***.***.***.

***	***	***
******	***	***,***.***
***	***	***.***,***.
***	***	***.
***	***	***
***	***	***.***,***.
***	***	***.
***	***	***.
***	***	***.
***	***	***.
***	***	***,***
***	***	***.***
***	***	***.
***	***	***.
***	***	***

[End]

Page 36 of 42

Attachment 5 to DA SOW

Software Support Terms for DA Full Deployment

1. SOFTWARE SUPPORT SERVICES. For the period during which ComEd has paid the Fee(s) specified in Attachment 1for Application Management and Software Support for the DA Project as well as for DA Communication Network Management, Silver Spring will provide ComEd with the following Software Support Services:

1.1 Access to Customer Support Personnel. Silver Spring customer support personnel will be available for contact, for the purposes described in this Attachment, on Business Days between 5^am and 6^pm (Pacific) (“Customer Support Business Hours”) by telephone, email, or via a website interface Silver Spring provides to its customers (however, for Priority 11ncidents, contact must be by telephone); at other hours, contacts by telephone will be supported through on-call services that will page Silver Spring personnel regarding Priority 11ncidents if such personnel are not directly available.

The contact information for such support is as follows:

Table 1-Contact Information**

Telephone Support	Email Support	Website Support
***	***	***

ComEd will centralize its interactions with Silver Spring’s customer support staff by assigning ***persons who are authorized to contact Silver Spring for such support (“Authorized Support Supervisors”); Authorized Support Supervisors will be responsible for relaying information between Silver Spring and other members of ComEd’s support staff.

Silver Spring’s customer support personnel will respond as described in Sections 1.2 and 1.3 below. Unless otherwise mutually agreed on a case by case basis, Silver Spring’s customer support personnel will be ComEd’s main point of contact regarding all problems, including those forwarded by customer support personnel to other groups within Silver Spring.

1.2. Incident Reports, Service Requests, and Support Inquiries. Silver Spring’s customer support personnel will proactively alert ComEd of Priority 1and 2 incidents that Silver Spring discovers in the course of its monitoring and management responsibilities under ***, as well as ***, receiving and responding to: (a) reports of unplanned loss or degradation of service of the ***; (b) requests for minor discretionary changes to ***, including but not limited to access-related requests such as new user setup or password resets); and (c) non-repetitive requests for technical support ***. As vendor support, Silver Spring’s customer support personnel will respond only to *** submitted by ComEd’s Authorized Support Supervisors after such supervisors have attempted to resolve reports, requests, or inquiries from ComEd’s other staff. Silver Spring will provide support and resolution of errors within the timeframes and in the manner specified in ***. Silver Spring will report to and follow-up with ComEd regarding Incidents Silver Spring finds that materially affect ComEd’s implementation within the same timeframes and manner. ComEd will cooperate with *** that Silver Spring makes as part of its efforts to respond to ***.

1.3. Classification of Incidents, Service Requests, and Support Inquiries. When ComEd submits an Incident Report, Service Request or Support Inquiry, ComEd will reasonably assess its urgency according to the appropriate priority levels defined in Table 2. Silver Spring will confirm the priority level and the Parties will resolve any disagreement regarding the priority as soon as is reasonably practical.

Page 37 of 42

***,***,***

***	***	***	***	***
***	***,***,***,***,***,***.	***: ·***:***,***. ·***:***.***,***. ***:***,***.	***.***:***,***,***.***.***,***,***.	***,***: ***:*** ***: ***.,*** ***: ***,*** ***: ***,***
***	***,***,***.	***: ·***:***,***. ·***:***. ***:***,***.	***.***:***,***.***,***,***.	***,***: ***:*** *** ***.,*** ***: ***,*** ***: ***,***
***	***,***:***.	***:***.***. ***:***	***:***,***.***,***,***.	***
***	***,***.	***:***.***. ***:***	***:***.***,***,***.	***

***.***,***,***.

***,***,***.

Page 38 of 42

1.4. Error Management. As noted in Table 2 above, to the extent Silver Spring determines that the root cause (or suspected root cause) of a reported Incidentis an Error, Silver Spring will open a report (“Error Report”) and further investigate it for resolution as set forth in Table 3 below, using reasonable efforts consistent with Table 3 to investigate and resolve Errors. Table 3 does not include Response Times, as response requirements are specified in Table 2, whether or not the Incident was known to be caused by an Error at the time of response. Target resolution timeframes in Table 3 do not include the time that elapsed before a problem was identified as an Error.

1.5 Classification of Errors. When Silver Spring identifies an Incident as an Error, Silver Spring will reasonably classify the Error in accordance with the Severity levels defined in Table 3. The Parties will resolve any disagreements about the Severity level as soon as is reasonably practical.

***,***

***	***	***	*** ***
***	***.***,***.	***.***.***.	***,***.***:***,***.***.***,***.
***	***.***.	***.***.***.***	***,***,***.***.***,***.
***	***.***,***,***.	***.***.	***,***.***. ***,***.
***	***.***,***.	***.***.	***,***.***,***.***. ***,***.

1.6. ComEd’s Responsibilities. Except for Software which Silver Spring is providing as a Managed Service or SaaS basis, ComEd acknowledges that ComEd is responsible for acting on and implementing the support solutions Silver Spring recommends or provides, including workarounds approved by ComEd.

Page 39 of 42

1.7. Availability of Upgrades. Silver Spring will provide Upgrades to ComEd electronically for installation and implementation by Silver Spring, as provided in this SOW, if and when released by Silver Spring.

1.8. Limits to Version Support. If ComEd refuses Upgrades to the version of GridScape Software it is using, Silver Spring will provide Software Support Services for that Major Release for a period of the lesser of: (a) the remainder of the Application Management services term as defined in Attachment 2, or (b) *** years (commencing on the date that the Major Release is made available to ComEd). Unless ComEd refuses Upgrades (or there is any gap in Application Management services enrollment), Silver Spring will provide Software Support Services for as long as ComEd enrolls in Solution Services. For clarity, when ComEd signs the Agreement and takes its first delivery of GridScape Software, the then-current Major Release will be supported for *** years from that initial Delivery Date. Subsequently, Major Releases will be supported for *** years from their general availability date. ComEd may purchase an additional *** years of Major Release version support (“Extended Software Support”) for the fee specified in Attachment 1. Notwithstanding the foregoing, Silver Spring agrees to provide *** of extended Software Support (up to *** years of Software Support) during the *** term of this SOW.

2. LIMITATIONS. Software Support Services will not be provided for use of Software in a manner inconsistent with the applicable Documentation or with products or software not intended by the Documentation.

3. USE LIMITATIONS; TITLE; INTELLECTUAL PROPERTY INDEMNITY; LIMITATION OF LIABILITY. ComEd’s use of all GridScape Software and Upgrades provided under this Attachment will be governed by the Master Agreement, including but not limited to the terms relating to license and ownership rights, use limitations, intellectual property indemnity and limitations of liability.

4. TERM AND TERMINATION. This Attachment will commence on the date Silver Spring makes the GridScape Software available to ComEd and will remain in full force and effect for an initial term of *** years, unless sooner terminated in accordance with this Attachment or the terms set forth in the Master Agreement. This Attachment will automatically terminate if the Master Agreement is terminated in accordance with its terms.

[End]

Page 40 of 42

Attachment 6 to DA SOW

Service Levels and Service Level Credits

1. ***. *** listed below will start to be ***, and to be *** on, upon the *** of the *** noted below ***.

2. ***.  The *** for the *** related to *** is the confirmation that ComEd can access and log into the first ***.

2.1. ***. For each of priority level 1and 2 listed in Table 2 of Attachment 6, Silver Spring will meet the stated Response Times for *** of all requests of that priority level, and will respond to *** within *** from receipt of such requests. *** for Silver Spring’s failure to ***, according to Table 2.1.

***
***		***
***	***	***
***	***	***
***	***	***
***	***	***

3. ***. The *** for the *** related to *** is the confirmation that ComEd can access and log into the ***.

3.1. ***. The *** will be available to and accessible by ComEd and functioning normally *** of the time via (a) a web browser client and (b) web services interface. A determination of availability will be based on 24x7 accessibility (less time for Preventive Maintenance). This metric will confirm that ComEd can access and log into the Production environment of *** to the extent this measurement is affected by ComEd’s *** ComEd will *** for *** to meet the *** for the *** according to ***.

***
***	***
***	***
***	***
***	***

***

Page 41 of 42

	SERVICES AND MATERIALS AGREEMENT
	Exhibit “A” Statement of Work-uiq historical data extract Statement OF Work #2

This Statement of Work (“SOW”) is entered into us of October [17], 2012 (“SOW Effective Date”) between Silver Spring Networks, Inc. (“Silver Spring”) and Commonwealth Edison Company (“ComEd”). This SOW is subject to the terms of the Amended and Restated Services and Material Agreement dated as of the date hereof, between Silver Spring and ComEd (the “Master Agreement”). Capitalized terms used but not defined in this SOW have the meaning assigned them in the Master Agreement. In the event that there is a conflict or inconsistency between this SOW and the Master Agreement, the terms of the Master Agreement will prevail unless specifically stated in this SOW to the contrary. Notwithstanding the foregoing, in the event of any conflict or inconsistency between an ComEd Responsibility or a Joint Responsibility designated under this SOW and an ComEd Responsibility designated in the Master Agreement, the terms of this SOW will control with regard to such ComEd Responsibility. To the extent a task is designated as a Joint Responsibility in this SOW, the portion of such task to be performed by ComEd shall be deemed an ComEd Responsibility for which this SOW will control.

Definitions

“Data Extract Project” means the project undertaken by ComEd under this SOW. The Data Extract Project comprises all responsibilities assigned to the Parties under this SOW. Data Extract Project does not include ***.

“Anchor Read” means the *** in the *** as installed in the ***.

“Back Office” means Silver Spring’s ***, including without limitation, servers housing *** and *** (including ***).

“Interval Read” means, for ***, the *** in the channels in the ***, which are recorded on the***.

“Statement of Work” or “SOW” means this Statement of Work.

***,***means ***.

Summary

Silver Spring Networks has copied ComEd *** events to a *** appliance for the purpose of jointly prototyping analytics capabilities with ComEd. ComEd has requested these data be extracted and delivered in electronic format to ComEd to support analytics development with a third-party vendor.

Given these data were created for prototyping purposes and have not been used for several months, it is unknown exactly how far back the data goes, what its current state is, or if any gaps are present. This SOW covers all work to analyze, build, and test a one-time data extract from the ***.

Page 1 of 4

Services

Task 1 - Program Management

1.1. Project Management

1.1.1. Silver Spring Responsibilities. Silver Spring will manage the Data Extract Project described in this SOW, including all corresponding products and services by its employees and its subcontractors, for a maximum of *** beginning with the ***. These services will include the following activities:

a. Coordination of all Silver Spring activities

b. Providing status reports that identify *** progress, issues and outstanding action items.

c. Attending meetings as agreed to with ComEd’s project team to coordinate *** between ***.

d. Answering general questions and providing overall program facilitation.

1.1.2. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Supply a project manager to coordinate all ComEd activities related to the ***.

b. Coordinate Silver Spring’s deliverables to ***.

c. ComEd’s project manager will work to create efficient paths of communication with Silver Spring, including prioritizing communication requests made to the Silver Spring team.

Task 2- UIQ Historical Data Extract

2.1. Analyze Phase

2.1.1. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

a. Review the data ***

b. Document the data ***

c. Provide sample reads ***

2.1.2. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Coordinate delivery ***

b. Ensure sample data is loaded appropriately ***

c. Collect any data questions ***.

2.2. Build Phase

2.2.1. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

a. Generate ***data extracts ***.

b. Deliver the data ***.

2.1.3. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Coordinate data ***

b. Ensure vendor loads the data extract in a timely manner without delay

Page 2 of 4

2.3. Test Phase 

2.3.1. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

a. Answer data questions once after final data extract is loaded. As needed, troubleshoot any issues found.

2.1.4. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Collect any final data questions from its vendor and provide those questions for SSN to review and respond

b. If data transformations are required to load the ***, coordinate with its analytics provider to develop and execute these transformations

c. Provide final sign-off that delivery of the data is complete

General Assumptions

· ***.

· All work will be performed remotely from Silver Spring Networks offices in Redwood City, CA.

· Silver Spring responses to data questions will be provided ***

· ***. Any task beyond those stated in this SOW is considered out of scope. Any change to any task, including any change to quantities or other parameters referenced in any task, may result in changes to pricing.

Approvals

IN WITNESS WHEREOF, the parties hereto have caused this SOW to be executed by their duly authorized representatives as of the SOW Effective Date.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	***	By:	/s/ Steve Ingram
Name:	***	Name:	Steve Ingram
Title:	***	Title:	Vice President
Date:	10-17-2012	Date:	10-12-2012

[End]

Page 3 of 4

	SERVICES AND MATERIALS AGREEMENT
	Attachment 1 toExhibit “A” Statement of Work - AMI SOW Full Deployment Statement of Work # 2 Pricing

***
***	***	***	***
***	***	***	***
***		***

***.

***.

***.

Page 4 of 4

Statement OF Work N-4 ComEdAccessPoint PrivateNetwork Migration

This Statement of Work #N-4 (“SOW N-4”) is entered into as of April_ 2014 (“SOW N-4 Effective Date”) between Silver Spring Networks, Inc. (“Silver Spring”) and Commonwealth Edison Company (“ComEd”). This SOW N-4 is subject to the terms of the Amended and Restated Services and Materials Agreement between Silver Spring and ComEd dated January 25, 2012 (“Master Agreement”). Capitalized terms used but not defined in this SOW N-4 have the meaning assigned them in the Master Agreement. In the event that there is a conflict or inconsistency between this SOW N-4 and the Master Agreement, the terms of this SOW N-4 will control.

Summary

This SOW N-4 describes the Services Silver Spring will provide to ComEd to migrate all delivered *** from the ***. Silver Spring will work with *** to change *** (as defined herein) *** (as defined herein) and with *** to change *** (as defined herein). Additionally, Silver Spring will work with both *** to establish *** to allow the data to traverse from the *** back to the ***. Upon Silver Spring’s request, ComEd shall issue to *** allowing Silver Spring to work with *** for purposes of this SOW N-4.

The Parties acknowledge that performing these changes to Access Points already deployed by ComEd may result in a subset of Access Points becoming non-functional. If such Access Points become non-functional, ComEd’s exclusive remedy and Silver Spring’s sole obligation will be to repair or replace such non-conforming Access Points in accordance with Section 4.1.1 of the Master Agreement. For purposes of clarity, Silver Spring’s obligation to repair or replace Access Points is limited to those Access Points that become non‑functional as a direct result of Silver Spring’s work pursuant to this SOW N-4.

Definitions

“Access Point Name” or “APN” means the name of a gateway ***.

“AMI” or Advanced Metering Infrastructure” means the integration of advanced metering data from the meter all the way through to back office systems.

“DA” or “Distribution Automation” means the intelligent control and monitoring of the electrical power grid down to the distribution and substation level.

“Internet Protocol” or “IP” means the principal communications protocol in the Internet protocol suite for relaying datagrams across network boundaries.

“***Access Point” means a ***

“***Access Point” means a ***.

Page 1 of 14

Project Description

Exhibit 2 contains a list of ***.  There are *** that are in the ordering process that will also be a part of this Project, for a total of ***. This Project will focus on the migration of the *** already delivered as a part of the *** to a private ***, however if any other ***, they will be included in this scope of work.

1.1. Project Responsibilities.

1.1.1. Silver Spring Responsibilities. Silver Spring will perform each of the following tasks:

a. Identify primary Project Manager to coordinate all Silver Spring activities related to the project.

b. Create a document entitled ***, one each for***.

c. Create and complete a schedule/tracking spreadsheet for the Project.

d. Manage the migration to include post validation of completed migration for each ***, which will include validation documentation.

e. Communicate status of the Project to ComEd in writing and in a weekly update call.

f. Coordinate efforts with ***for the work of this project including ***.

g. Create a *** that can be used by Silver Spring when contacting the ***. The *** will define the steps and tasks that need to be completed by Silver Spring and *** to change an***.

h. Build firewall configurations to support new ***

i. Build router configurations to support new ***

j. Configure monitoring system for new ***

k. Apply router and firewall configurations, coordinate with carriers as needed

I. Validate routing, firewall rules and application connectivity once ***

m. Ongoing maintenance of *** including monitoring, incident response, software and hardware support and maintenance

n. Silver Spring

1.1.2. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Identify a Project Manager to coordinate all ComEd activities related to Project.

b. Return, in accordance with *** of the Master Agreement, any *** that fail the post-validation process and require return to Silver Spring for repair or replacement. Serve as an escalation point for Silver Spring if *** is not completing activities as scheduled.

c. Serve as an escalation point for Silver Spring if *** is not completing activities as scheduled.

d. Assist in the work with *** to create a *** that can be used by Silver Spring when contacting the ***. The *** will define the steps and tasks that need to be completed by Silver Spring and *** to change an *** on an ***.

e. Provide letters of agency ***.

f. Provide Silver Spring with a priority list identifying the order for which *** will get migrated.

g. Upon Silver Spring’s request, locate and provide power *** not reachable by ***. Power must be provided without interruption for sufficient duration to allow Silver Spring to complete work on each ***. *** that cannot be found and/or consistently powered will be excluded from this SOW N-4 and updated via ***.

Page 2 of 14

2.1. Description of Migration Activity. 

2.1.1. VPN Turn-Up Stage (3 Weeks). In this stage, Silver Spring will work with both *** to coordinate the establishment of new *** between carriers and Silver Spring. There will be *** between Silver Spring and ***. There will be *** between Silver Spring and ***. This stage will be required in order to migrate the *** from the ***. Firewall and router configurations will be built, cutover, and validated during this stage.

2.1.2. Ramp Up Stage (3 Weeks). In this stage, the procedures for migration will be refined. The quantity of *** to be migrated daily will be determined by the pace at which Silver Spring, *** can establish clear migration procedures. ComEd will provide a list of all *** (deployed and in various warehouses) and all *** (deployed and in various warehouses).

There are two goals of the ramp up stage. The first goal is to fine tune the *** to develop the *** documents for two types of ***. ComEd will follow the standard *** for any *** that fails the migration procedure subject to Section 1.1.2.b above.

The second goal of this stage is to complete the migration of a set of *** identified for this stage of the Project with primary focus on ***. This stage will include migration of *** on both the ***.

2.1.3. Primary Production Stage (1Week). In this stage, a strategic set of *** will be migrated to validate the steps from the ramp up stage. The goal of the primary production stage is to migrate the first subset of production *** to the ***. ComEd will provide field level support for replacement of any deployed *** that fails migration. ComEd will follow the standard *** for any *** that fails the *** subject to Section 1.1.2.b above. The initial target will be to *** working to a steady state target of an average of ***.

2.1.4 Steady State Stage (10-11 Weeks). In this stage, work will proceed to migrate to a target of an average of ***. The steady state will have a standard cadence of management communication between the Parties.

2.1.5 Finalization Stage (2 Weeks). In this stage, migration of any *** that were repaired under *** will be completed. Any *** that were skipped or changed from the schedule will be addressed in this stage, as well as all validation and acceptance.

General Assumptions

A. Services related to the ***be completed by no later than ***, unless further extended by written agreement of the parties or terminated in accordance with the Master Agreement. Any tasks beyond those stated in this SOW N-4 are considered out of scope. Any change to any task, including any change to quantities or other parameters referenced in any task, may result in changes to pricing.

B. All ***work provided by Silver Spring will be done remotely. Silver Spring team members will be available during normal local business hours (9am-6pm on Business Days) for that specific resource for example, Silver Spring team members in Redwood City, CA, are available during those hours Pacific Time. For troubleshooting issues encountered during AP migration, SSN resources will be available to work thru issues as needed. If field support is required, the SSN field technicians on site at ComEd will assist as needed.

Page 3 of 14

Approvals

IN WITNESS WHEREOF, the parties hereto have caused this SOW N-4 to be executed by their duly authorized representatives as of the SOW N-4 Effective Date.

Customer Long Name		Silver Spring Networks, Inc
By:	***	By:	***
Name:	***	Name:	***
Title:	***	Title:	***
Date:	5-12-14	Date:	5-12-2014

[End]

***
	***
***

Page 4 of 14

	ComEd Access Point Private Network Migration SOW N-4
	Exhibit 1 Pricing

1. ***

***:***.

***:***.

***:***:***.

***:***,.

2. ***

***
***	*** ***	***	*** ***	*** ***	***
*** ***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***				***

***:***.***.

***:***.***.

***:***.

Page 5 of 14

	ComEd Access Point Private Network Migration SOW N-4
	Exhibit 2 List of ComEd Access Points

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

Page 6 of 14

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

Page 7 of 14

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

Page 8 of 14

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

Page 9 of 14

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

Page 10 of 14

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

Page 11 of 14

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

Page 12 of 14

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

Page 13 of 14

***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***

Page 14 of 14

	AMENDMENT NO. 1 TO SOW N-4 (“ComEd Access Point Private Network Migration”)
	Amended and Restated Services and Materials Agreement

This Amendment Number 1 (“ Amendment No. 1”), effective as of December 18, 2014 (“ Amendment No. 1Effective Date”), between Silver Spring Networks, Inc. (“Silver Spring” )and Commonwealth Edison Company(“ComEd” or “Company”). This Amendment No. 1 amends that certain Statement of Work Number 4 dated May12, 2014 (“SOW N-4”), issued pursuant to the Amended and Restated Services and Materials Agreement between the Parties dated January 25, 2012 (collectively, with SOW N-4, the “ Master Agreement”)Silver Spring and Company are referred to herein as the “Parties” or a “Party,” as applicable. Capitalized terms not defined in this Amendment No. 1will have the same meaning as in the Master Agreement.

The Parties hereby agree to amend SOW N-4 as follows:

1. ***,***:

***
***	*** ***	***	*** ***	*** ***	***
***	***	***	***	***	·*** ·*** ·*** ***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***				***

***:***.***.

***:***.***.***.

***:***.

Page 1

	AMENDMENT NO. 1 TO SOW N-4 (“ComEd Access Point Private Network Migration”)
	Amended and Restated Services and Materials Agreement

***:***.

Integration: Conflict. The foregoing provision shall govern notwithstanding any contrary provision in the Master Agreement or any previously executed agreement between the Parties. Except as otherwise expressly provided or modified herein, the terms and condition of the Master Agreement (including SOW N-4) remain in full force and effect. In the event of a conflict between this Amendment No. 1and the Master Agreement (including SOW N-4), this Amendment No. 1 shall govern.

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be executed by their duly authorized representatives.

SIGNATURES

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	***	By:		***
Name:	***	Name:		***
Title:	***	Title:		***
Date:	December 19, 2014	Date:		12/19/2014
			***
					***
			***

Page 2

	SERVICES AND MATERIALS AGREEMENT
	Exhibit “n” StatementOfWork – *** *** StatementOfWork # N-5

This statement of work #N-5(“SOW N- 5”) is entered into as of September 3 2014(“SOW N-5 Effective Date”) between Silver Spring Networks, Inc. (“SSN”) and commonwealth Edison Company (“ComED”). This SOW N- 5is subject to the terms of the Amended and Restated Services and Materials Agreement between SSN and ComEd dated January 25, 2012(“Agreement”). Capitalized terms used but not defined in this SOW N- 5 have the meaning assigned them in the Agreement. In the event that there is a conflict or inconsistency between this SOW N- 5 and the Agreement, the terms of this SOW N- 5 will control.

Summary

This SOW N- 5 describes the Services SSN will provide to ComEd to enable ***.***,***.

Term: SOW N- 5 term shall commence on the SOW N- 5Effective Date and continue until ***.

Services

The Parties will perform the tasks described below.

1.1. Project Responsibilities

1.1.1. Silver Spring Responsibilities. SSN will perform each of the following tasks:

a. ***

b. ***.

c. ***

d. ***

1.1.2 ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Support validation testing upon implementation

2.1. Ongoing Maintenance and Support

2.1.1 SSN Responsibilities. ***,***:

a. Product support questions are to be directed to the SSN solution architect rather than customer support

b. SSN solution architect will use commercially reasonable efforts to resolve issues and answer ComEd’S question

c. ***

d. ***

Page 1 of 2

3.1 Limited Warranty  

EXCEPT AS EXPRESSLY SPECIFIED IN THIS SOW N-5 ALL SERVICES ARE PROVIDE “AS IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS SHOWN-5, SSN DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE ERROR-FREE. THESE DISCLAIMERS WILL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

Approvals

The Parties have caused this SOW N-5 to be executed by their duly authorized representatives as of the SOW N-5 Effective Date

Commonwealth Edison Company			Silver Spring Networks, Inc.
By:	***		By:		***
Name:	***		Name:		***
Title:	***		Title:		***
Date:	9/3/14		Date:		9/3/2014
		***
				***
						***
				***

Page 2 of 2

	SERVICES AND MATERIALS AGREEMENT
	Exhibtt”n” Statement of work – Solution Architect Support for OMS Integration Statement Of Work# n-6

This Statement of work #N.6 (“SOW N-6”) is entered into as of January 1^st 2015(“SOW N-6 Effective Date”) between Silver Spring Networks, Inc., (“SSN”) and Commonwealth Edison Company (“ComEd”). This SOW N-6 is subject to the terms of the Amended and Restated Services and Materials Agreement between SSN and ComEd dated January 25, 2012 (“Agreement”) Capitalized terms used but not defined in this SOW N-6 have the meaning assigned them in the Agreement. In the event that there is a conflict or inconsistency between this SOW N-6 and the Agreement, the terms of this SOW N-6will control.

Summary

This SOW N-6 describes the Services SSN will provide to ComEd in support of ***.***.***.

Term: SOW N-6 terms shall commence on the SOW N-6 Effective Date and terminate ***.

Services

1.1 Configuration and Integration Assistance

SSN will provide a dedicated resource (“Solution Architect”) for the duration of this SOW N-6 for the Fess listed in Attachment 1 (Pricing). The Solution Architect will primarily be in support of ComEd’s *** and secondarily will support ComEd’s integration needs of back office applications to ***. Solution Architect will provide the following service:

a. Work with the ComEd team in evaluation and selection of solution design approaches to best meet ComEd business goals.

b. Work with ComEd in initial identification of issues and their sources

c. Work with other internal SSN resources (Product Management, Customer Support, etc.) to:

i Expedite communications of information on issues reported by ComEd

ii Act as on-site extension of Customer Support team where possible to expedite the determination of the root cause/work-arounds for issues reported by ComEd

iii Advocated for product requirements/enhancements with SSN Product Management

iv Escalate critical issues to SSN management when required

d. Represent ComEd interest for these projects in visits to SSN headquarter (when required)

e. Completion of deliverables as defined by ComEd and mutually agreed upon

f. Enable ComEd’s resources to understand how *** have been configured

g. Work with ComEd to implement ComEd’s business requirements

h. Provide *** to advise and validate ComEd’s solution design

i. Validate the *** installation and configuration

j. Assist in troubleshooting and resolving *** issues

k. Assist with prototyping and testing of ***

l. Assist in troubleshooting and resolving issues with ***

Page 1 of 4

m. Provide guidance to ComEd on ***

n. Provide subject matter expertise on ***

o. Work with ComEd to configure *** to meet the Compass integration and configuration requirements

p. Work with ComEd to implement ***

1.2 Testing Assistance (optional)

ComEd may request performance testing support of its application design for the Fees listed in Attachment 1 (Pricing). Such testing will enable ComEd to simulate use of their application in an environment comparable to ComEd’s ***. In the absence of ComEd having a full scale test environment, SSN engineering-owned environments will be leveraged, with *** acting as coordination point to SSN engineering for these testing activities.

1.2.1. SSN Responsibilities. SSN will perform each of the following tasks:

a. Develop performance test plan

b. Configure *** for testing purposes

c. Coordinate the availability of environments and engineering-testing resources as required

d. Provide results of similar tests that SSN has run, should such parallel tests exist

1.2.2. ComEd Responsibilities. ComEd will perform each of the following tasks:

a. Provide input into SSN developed performance test plan

b. Provide results of independently-run tests for the test cases that SSN is also testing

c. For tests that are more practical to run at smaller scales and in ComEd’s own environments, ComEd will make *** to make their test environments available to SSN during the term of this SOW N-6.

1.2.3. Joint Responsibilities

a. Work together to identify and resolve issues encountered during the execution of the test plans

b. Mutually agree upon the success criteria contained within the integration test plans

c. Mutually agree to a reasonable timeframe to conduct test plans

Page 2 of 4

Approvals

The Parties have caused this SOW N-6 to be executed by their duly authorized representatives as of the SOW N-6 Effective Date.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	***	By:	***
Name:	***	Name:	***
Title:	***	Title:	***
Date:	1/16/2015	Date:	2/3/2015

***
	***
***

Page 3 of 4

	ComEd Solution Architect Support for OMS Integration SOW # N-6
	Attachment 1 Pricing

Pricing

1. ***

***
***	*** ***	*** ***	***
***	***	***	***
***	***	***	***
***		***

[End]

Page 4 of 4

    Services and Material Agreement   Exhibit “N”   Amended and Restated Statement of Work- ***   Statement of Work # 7  

This Amended and Restated Statement of Work (“SOW”), effective 3/25/2015, (“SOW Effective Date”), is subject to the terms of the Amended and Restated Services and Material Agreement between Silver Spring Networks,Inc. (“Silver Spring or “SSN”) and Commonwealth Edison Company (“Customer”or “ComEd”) dated January,25, 2012,(“Agreement”).

Whereas Silver Spring and ComEd previously entered into a Statement of Work #7, effective December 5, 2014 (the “Prior SOW”), the Parties wish to amend and restate the Prior SOW. For avoidance of doubt, this SOW supersedes the Prior SOW. Capitalized terms used but not defined herein shall have the meaning assigned to them in the Agreement.

This SOW outlines work to be completed between ComEd and Silver Spring to deploy and manage a network of *** on ComEd owned ***. The work will be phased and gated by criteria in each phase. There will be a pilot of approximately *** after which the solution will be evaluated and tested to conform to criteria set forth in Attachment 2 (“Acceptance Testing”). Upon (i) Silver Spring *** and (ii) ComEd receiving *** from the applicable ***, ComEd may choose to continue with the Full Deployment (as defined herein) over a period of time to deploy *** to additional ComEd owned ***. The Full Deployment is subject to additional terms, conditions and fees which will be documented in a new and separate Statement of Work. Notwithstanding the foregoing, SSN will continue to provide ComEd access to the environments pending satisfaction of either condition (i) or (ii) above as long as ComEd continues to pay the Monthly SaaS fees as outlined in Attachment 1.

The Parties agree as follows:

1. DEFINED TERMS. Unless otherwise defined below, the capitalized terms used in this SOW have the same meaning as in the Agreement.

“Acceptance Testing” means the procedure by which the Parties perform a series of tests to validate, measure and verify SSN Solution functionality in accordance with Attachment 2.

“Access Points” or “APs” means Silver Spring’s proprietary equipment that acts as an interface between the *** and allows *** to communicate with***.

“Backhaul” means the connection between the *** that aggregates all of the traffic to/from the *** can be established via *** or other mutually agreed transport.

“Customer Data” means all data and information of the Customer and/or its customers that are transmitted between an Integrated Photocell and the Device Management Software.

“Data Center” means the data center where the Servers are located.

“Deployment Phase” has the meaning in Section 2.5.

“Device Management Software” means Streetlight Vision or any Third Party Device Management Software that Customer uses to communicate with Integrated Photocells.

“Equipment Approvals” has the meaning set forth in Section 2.5.1(h).

“Fees” means all amounts payable to Silver Spring by Customer under this SOW, including but not limited to the Monthly SaaS Fees; Field Network Design Fees; Network Change Fees; fees for products and Services; and Premium SLA Fees.

“Field Network Design(s)” means the Initial Field Network Design, the Final Field Network Design, and any subsequent revisions that Silver Spring makes to them.

Page 1 of 16

“Field Network Design Fee(s)” means the fee that Silver Spring charges to create the initial field network design, Enhanced Field Network Design and Final Field Network Design.

“Full Deployment” means the deployment by ComEd of an *** to any volume greater than the *** of ComEd owned ***.

“Incident” means an event occurring that is not a standard operation and that causes or may cause a disruption to or reduction in the quality of a Service, system or Customer productivity.

“Integrated Photocell” means *** that includes an integrated Silver Spring ***.

“InitialTerm” has the meaning set forth in Section 4.

“Location File” has the meaning set forth in Section 2.5.1(i).

“Monthly SaaS Fees” means the monthly recurring fees for the SaaS Services based on the number of Integrated Photocells.

“NAN” or “Neighborhood Area Network” means and includes *** and the *** established as a result of the operation of these devices.

“Network” means the *** that facilitates two-way data communications between the *** and the *** that is hosting the *** so that the *** can communicate with the ***.

“Network Change” has the meaning set forth in Section 2.6.

“Network Change Fee” has the meaning set forth in Section 2.6.

“Network Equipment” means Access Points and Relays.

“Network Management Software” means the *** that allows for ***.

“Optimization” or “Optimized” means the optional process to test, validate, and/or improve the performance of the ***. Optimization is executed *** of the *** when *** by the *** is *** in such***, of the *** as required for *** the *** and ***. Following the completion of Optimization, *** are considered *** in an *** according to *** and *** on the Network. Acceptance testing will be conducted after ***.

“Optimization Area” means a geographic, contiguous area *** unless otherwise mutually agreed. *** it will mean *** that are *** as part of the *** and *** for a *** will be *** in a *** Optimization.

“Pilot” means a deployment ***.

“Pilot Deployment Project” means the period of deployment of the Pilot and the evaluation of the solution deployed and is assumed to occur from ***. Duration of the Pilot will be extended in the event ***, or as directed by the Customer and will be subject to additional Fees.

“Project Management Services” means Silver Spring’s project management services for project coordination, including without limitation, the design, configuration, installation assistance and Optimization of the NAN, as described in this SOW.

“Relay” means Silver Spring’s wireless receiver that routes and forwards information through the ***.

“Renewal Term” has the meaning set forth in Section 5.

“Server(s)” means the physical machines or computers on which the Network Management Software and/or Device Management Software will reside.

“Solution Services” means SaaS Services.

“SSN Solution” means the products, Software, and services provided by SSN as a part of this SOW.

Page 2 of 16

“Streetlight Vision” means the Device Management Software called “Streetlight Vision.” If Customer is receiving access to Streetlight Vision from Silver Spring under this SOW, then the Streetlight Vision software will be listed as a “SaaS Service” in Section 2.3.1and the optional Fees must be paid.

“TALQ” means the application protocol at the interface between the ***, as defined by the ***.

“TALQ API” means the application programming interface that Silver Spring provides to Customer that allows the Customer to ***.

“Term” means the Initial Term and any Renewal Term.

“Third Party Data Center Interconnect” means the connection between *** that hosts the *** and the***. *** can be established via ***, *** or other mutually agreed transport.

“Third Party Device Management Software” means a Device Management Software other than Streetlight Vision that Customer uses to communicate with Integrated Photocells***.

“VPN” means a virtual private network, which is a secure LAN-to-LAN tunnel based on the IPsec protocol.

“WAN” means a Wide Area Network, which is the network supporting communications between***.

Page 3 of 16

2. SERVICES. 

2.1. Software as a Service (SaaS). During the term purchased, and subject to Customer’s compliance with this Agreement, including payment of all applicable Fees, Silver Spring will provide Customer with the following SaaS Services: (i) access to an instance of Streetlight Vision and a *** that can communicate with the *** via *** access to an instance of *** that can communicate with *** in Customer’s existing ***, via network architecture that faithfully replicates that of the Pilot instance to the greatest feasible extent, and (iii) access to any other solution or software identified as SaaS Services in this SOW.

As part of the SaaS Services, Silver Spring will also provide some or all of the following for the Pilot:

(a) For the ***, Silver Spring’s standard implementation is a ***, ***. For ***, each Party *** associated with Internet connectivity at its location and will provide ongoing monitoring and management of the ***. The Customer shall *** associated with any configuration, installation or maintenance for any additional *** that Customer may require.

(b) Silver Spring will provide a *** could be used to transmit *** from the ***. Any additional work to integrate the *** or establish a connection between the *** housing the *** and ***, respectively, will be completed by *** and the host of the ***, with the Customer ***.

(c) Finalized network architecture between *** will be mutually agreed-upon and satisfy all relevant Customer standards.

2.2. Project Management Services. As part of Project Management Services for the Fees indicated in Attachment 1 to be paid on a monthly basis, Silver Spring will provide Project Management Services to support the Pilot Deployment Project. To provide the services SSN will:

(a) Create, track and update a project schedule for the planning, installation and configuration of the items outlined in 2.1 as well as other Silver Spring tasks outlined in this SOW.

(b) Create, track and update orders for hardware procured from Silver Spring.

(c) Provide *** addressing the progress of the project, issues and outstanding action items.

(d) Attend *** as agreed to with Customer’s project team to coordinate project activities between the Parties.

(e) Coordinate Silver Spring’s deliverables to Customer and its third party contractors.

(f) Answer general questions and providing overall project facilitation.

(g) Silver Spring will perform all Project Management Services in a competent and professional manner, in accordance with ***, using skilled Silver Spring employees, subcontractors or other agents having the appropriate background and skills. Customer’s sole and exclusive remedy, and Silver Spring’s entire liability, for any breach of this provision, will be for Silver Spring to correct or re-perform any nonconforming Project Management Services, ***, provided that Silver Spring shall have no obligation to re-perform any non-conforming Project Management Services if this Agreement has terminated or expired.

(h) SSN acknowledges and agrees that it is only authorized to purchase equipment, devices and materials under this SOW that are required for use in connection with the ***. SSN shall not purchase equipment, devices or materials for use in connection with *** without the *** and under a *** executed by the parties.

Page 4 of 16

2.3. Post-Pilot Decommission or Reconfiguration Services.Upon completion of Acceptance Testing of the pilot if ComEd continues to use the SaaS Services for the ***, Silver Spring will invoice ComEd on a *** as outlined in Attachment 1 (Fees) unless ComEd elects to have the environment decommissioned by providing Silver Spring with *** to the SSN project manager. Additional fees may apply to decommission the environment. Depending on the outcome of the Pilot ComEd may choose to migrate the Pilot instance(s) of applications to connect directly with the *** as long as the production instance is at version 4.10 or greater. For clarity, because the outcome is not known at this time any effort to migrate to the production instance is out of scope of this SOW. If this option is requested by ComEd, ComEd and Silver Spring will work *** to determine the *** per the approach selected by *** and build a *** to document the work required along with associated fees. 

2.4. Field Network Design.

2.4.1. Silver Spring Field Network Design Responsibilities. Network designs will not be completed for this pilot. ***.***.

2.5. Deployment Responsibilities.

2.5.1. Customer Deployment Responsibilities. Unless otherwise provided in this SOW, when installing the *** (“Deployment Phase”), Customer shall:

(a) Manage the site survey, installation, troubleshooting and replacement of ***.

(b) During the Term, obtain and pay for *** necessary for Silver Spring to use the *** in a manner consistent with this Agreement. During the Term, Customer must *** with a direct line power connect ***.

(c) For all new installations and replacements as part of ongoing maintenance, Customer shall be responsible for: (i) providing the necessary ***; (ii) performing the ***; (iii) ensuring timeliness, quality and compliance of work, which for on-going maintenance and upgrades to the *** means having personnel *** the situation and *** any necessary *** per the recommendations of Silver Spring; and (iv) coordinating and paying the cost of ***. All installations of *** will be placed on or in a *** location (e.g., a light arm, pole, building, etc.), and additional Fees may be due if there is no *** location for *** and a specific design for a unique implementation is requested of Silver Spring ***.

(d) Identify a principal representative to coordinate any *** and *** with Silver Spring.

(e) Have *** accompany Silver Spring *** as necessary to enable Silver Spring to perform in-field diagnostics and troubleshooting.

(f) Purchase, operate, install and maintain all ***, if appropriate. The Customer is responsible for the impact that any of the following may have on the ***: (i) any defect or deficiency with any ***; (ii) ***, or (iii) *** that is no longer under warranty.

(g) During the Term, Customer shall obtain the following *** from *** for all improvements, modifications, rights of way, concessions, licenses, easements or other rights necessary to (i) mount, install, operate, maintain and replace any *** and provide the necessary electrical power for the***, (ii) and enable Silver Spring to provide the ***. Customer is *** for all fees and expenses associated with obtaining any necessary Equipment Approvals.

(h) Only after the *** has been installed in the adjacent area ***.

(i) Provide to Silver Spring, in a format ***, information about the location where *** will be/are installed, including those that are at any time relocated or replaced after initial installation (“Location File”). This Location File will contain the data and must be in a format consistent with Silver Spring’s specifications. Minimally, the location file must include the following data fields: *** (truncated to no fewer than *** after the decimal point; for example *** is acceptable but *** is not); *** (iii) a description of the ***;

(j) Provide to installers specifications for attaching *** to buildings, structures, or equipment and define mounting requirements, including affixing on the install site, bolts and power tap requirements.

(k) Ensure that the installation of *** meets all ***;

(l) Obtain all *** required for installation of the *** at least *** to the scheduled date for installation if the *** and operation of the ***. Customer must *** incurred by Silver Spring for failing to timely obtain any ***;

(m) Procure the services of the *** for *** and the ***. *** will ensure that all *** are installed and maintained in accordance with Silver Spring’s specifications.

(n) Perform troubleshooting of installed *** and correct any installation errors; and

Page 5 of 16

(o) If using ***, ensure that design, development, implementation and testing of the *** is completed in atimely and comprehensive fashion. 

(p) *** be responsible for in the field troubleshooting of ***.

2.5.2 Silver Spring Deployment Responsibilities. During the Pilot Deployment Period SSN will provide services to support ComEd in the deployment of *** to support the Pilot.

(a) Provide *** of training for up to *** to ComEd on the installation of *** including use of tools to support the installation.

(b) Provide up to *** of audits of the installations completed and field support following the training.

(c) Provide in field support for the active deployment of the ***. This includes:

a. Network Troubleshooting - Assist customer in troubleshooting network connectivity issues between ***.

b. ***.

(d) ***:  Silver Spring will provide training on the ***. The training will be targeted at end-users and operators who will use the web-based user interface. Silver Spring will develop a training outline, with input from the Customer.

a. *** shall consist of ***, including hands-on modules to familiarize users with the ***.

(e) ***: Silver Spring will provide technical support for end-users and operators of *** for the duration of the Pilot. Technical support may be phone-based or inperson, as appropriate.

2.6. Optimization of the Network. Silver Spring will perform Network Optimization following installation of at least *** of the *** in a defined Pilot deployment area. Unless otherwise provided in this SOW, during the Optimization phase,

Customer shall:

(a) Identify an individual to schedule and coordinate Optimization-related tasks when requested by Silver Spring.

(b) Promptly cooperate with Silver Spring’s *** for assistance, access to sites and mounting locations, or information during Optimization.

(c) *** review Silver Spring’s recommended locations for installing new or relocating existing *** and install such *** where directed unless to do so would be***.

(d) Obtain the services of ***, and provide coverage maps to Silver Spring for use during the Optimization of the ***. Upon Customer’s acceptance of Silver Spring’s recommendations during Optimization, Customer will acquire the *** necessary to provide backhaul capabilities consistent with the recommendations. Customer will ensure that all *** are installed and maintained in accordance with Silver Spring’s specifications, including establishing a *** from the *** to the *** to carry traffic between the *** and the***.

(e) *** in a manner to saturate areas as quickly as possible to allow SSN to perform optimization activities efficiently.

(f) Work with SSN to define Optimization Areas which are areas that have *** and *** deployed that are ***. *** will be *** to *** an***.

(g) Deploy additional *** in order to complete Optimization

For the Pilot Silver Spring shall:

(h) Upon meeting saturation of the total expected Pilot Deployment devices, conduct Optimization for the Pilot Deployment Project. For avoidance of doubt, Silver Spring recognizes ComEd may choose to ***.

Page 6 of 16

2.7. Network Changes. Unless otherwise provided in this SOW, excluding regular maintenance on individual Network Equipment subject to a warranty claim, Customer is responsible for ***any change in the operational status or location of Network Equipment that negatively impacts the performance of the Network or that may result in a material change to Final Field Network Design (a “Network Change”). ***. 

2.8. Pilot Deployment Acceptance Testing. Upon completion of the Pilot Deployment and Optimization of the Pilot Deployment devices, ComEd and Silver Spring will perform Acceptance Testing as set forth in Attachment 2 (Acceptance Testing)). Notwithstanding the foregoing, in the event ComEd deploys greater than *** provided by ***, Silver Spring will be deemed to have achieved Pilot Acceptance and, unless otherwise agreed, licenses will be charged to ComEd at the *** for the ***. Achieving Pilot Acceptance will constitute *** of the ***; provided, however, SSN will continue to provide ComEd *** so long as ComEd continues to ***. For clarity, acceptance testing to be conducted by Silver Spring will be limited to devices leveraging the ***. Upon *** and *** needed by ComEd, ComEd may choose to continue the deployment of *** to ComEd owned *** and *** the *** and *** for the *** pursuant to a separate Full Deployment SOW.

2.8.1. Silver Spring Responsibilities.

(a) Develop *** based on the *** set forth in ***.

(b) Perform *** immediately following the *** Silver Spring will not *** the *** of ***, unless ***.  Silver Spring will perform the Field Tests ***, Silver Spring will provide ***.

(c) Provide ***.

(d) Meet remotely with ComEd to review test results.

2.8.2. ComEd Responsibilities.

(a) Review the test results and provide feedback or accept within ***.

(b) Perform any actions required in the field required to complete or verify the tests (e.g. outage).

(c) Issue Pilot Acceptance in a *** format agreeable to the Parties.

3. SECURITY AND DATA.

3.1. Silver Spring Security. Silver Spring will implement *** designed to *** against unlawful ***, or *** while being transmitted on the Network. Silver Spring assumes no *** of or *** within: (i) any *** and its ***, or (ii) any ***, or *** to access and use the *** and/or any ***.

3.2. Data. Notwithstanding anything to the contrary contained in this Agreement, Silver Spring assumes no responsibility for (i) the content of *** that is carried on *** or on the *** or (ii) any ***. Customer represents and warrants that during the term of this Agreement, (a) it has the *** to grant silver spring and its subcontractors access to *** and *** to provide services, (b) Silver spring’s *** and *** of any *** in accordance with this Agreement will not violate any *** or cause a *** of any agreement or obligation between *** and any ***, and (c) Customer has implemented all *** for its systems, software, and hosting. The Customer shall ensure that Silver Spring has the continuous right to use the *** to *** contemplated under this Agreement, and any other *** (including but not limited to *** related to *** and ***) during the term of this Agreement, provided that such usage does not adversely impact any ***. Customer shall *** and *** Silver Spring and its Affiliates *** from any *** and *** (including, without limitation ***) arising from any *** that Silver Spring’s *** that was in compliance with the terms of this Agreement was ***. If the Services will be performed in the European Union, Customer is deemed a *** under this Agreement, as defined by ***.

4. TERM. Unless otherwise provided in Attachment 1, the initial term of the services under this SOW (“Initial Term”) commences on the SOW Effective Date and ends ***. Thereafter, the Term of the Services will automatically renew on an annual basis so long as ComEd continues to pay the Monthly SaaS Fees set forth in Attachment 1 (each a “Renewal Term”), unless either party notifies the other of its intent not to renew the services no less than *** prior to end of the applicable Initial Term or Renewal Term. The software applications provided to ComEd under this SOW shall be licensed to ComEd in accordance with the license terms and conditions set forth in section 24.7 (Software License) of the Agreement.

5. FEES. Customer shall pay the Fees identified in Attachment 1 (Fees). If the Fees are based on the number of ***, any *** that is added during any month or quarter will be charged as if it were part of the Network for the entire month irrespective of which day it was added.

Page 7 of 16

6. DISCLAIMER. SILVER SPRING ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM ITS DATA CENTERS VIA WAN, CULLULAR OR OTHER PUBLIC COMMUNICATIONS OR BROADBAND SYSTEMS, OUTAGES, DEVICE NON-REACHABILITY, LOSS OR INACCURATE READING OR TRANSMISSION OF DATA. THESE DISCLAIMERS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. SILVER SPRING PROVIDES ALL SERVICES, SOFTWARE APPLICATIONS & INTEGRATED PHOTOCELLS “AS IS” AND MAKES NO WARRANTIES OF ANY KIND AND SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, STATUTORY AND OTHER WARRANTIES All representations and obligations of Silver Spring related to the delivery or provision of Equipment under the Agreement shall not apply to this SOW or any extension thereto. 

7. Conflict. In the event of a conflict between this SOW and the Agreement, this SOW shall govern.

SIGNATURES

***		***
***:	***	***:	***
***	***	***	***
***	***	***	***
Date	3/29/2015	Date	3/30/2015

***:
	***
***

Page 8 of 16

CONTRACT

01153346

	ComEd Statement of Work - *** Amended and Restated Statement of Work # 7
	Attachment 1 Fees

***:***

1. ***

***:***.

***:***,***.

***:***:***

***:***:***.

2. ***

***
***	***	***	*** ***	***
*** ***	***	***	***	***
***				***

***:***

***:***,***.

***:***.

Page 9 of 16

2. *** 

***
***	*** ***	*** ***	***
***	***	***	***
***	***	***	***
***	***	***	***
***	***	***	***
***		***

***:***.***.

Page 10 of 16

3. *** 

***
***	***	***	*** ***	*** ***	***
***	***	***	***	***
***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***	***	***	***	***	***
***					***
***					***
***					***
***

***:***, ***.

***:***.***

***:***,***.

***:***..***.

***,***.***.

Page 11 of 16

4. *** 

***
	***	***	***	*** ***	*** ***	***
	***	***	***	***	***
	***	***	***	***	***
	***	***	***	***	***	***
	***	***	***	***	***	***
	***	***	***	***	***	***
	***	***	***	***	***
	***	***	***	***	***
	***	***	***	***	***
	***					***
	***					***
	***					***
	***

***:***,***

***:***

***:***,***.

***

Page 12 of 16

Attachment 2

Acceptance Testing

This Exhibit contains the test criteria for the acceptance testing that SSN will perform as described in the Statement of Work for a Designated Partner Product Version and a Designated Silver Spring Product Version. Upon successful completion of the testing criteria below, and ComEd’s validation and approval thereof, Acceptance Testing will be complete.

*** of *** will be conducted using ***.

Scope

***.***

· ***

· ***

o ***

o ***

· ***

· ***

· ***

o *** will be *** to a *** for a ***

§ *** can be defined by *** to contain *** and is not limited to *** so we can ***.

***

· ***

· ***

Page 13 of 16

·

*** is based on the *** based on ***.

Item #	***	Parameter SLV Test Description	Test Criteria
***
***	***	*** to include ***. *** will be initiated by *** and passed to the ***. The results will be passed from the *** to ***.	***
***	***	*** from a group of ***. Values to include ***. Request will be initiated by *** and passed to the ***. The results will be passed from the *** to ***.	***
***	***	Based on a *** from a ***. Values to include ***. Request will be initiated by ***.Vand passed to the ***. The results will be passed from the *** to ***. This uses the *** of ***.	***
***	***	Based on a *** from a group of ***. Values to include ***. Request will be initiated by *** and passed to the ***. The results will be passed from the *** to ***. This uses the ***.	***
***	***	*** will be created in *** that contains the ***	***
***			***
***	***	*** on a ***. Request will be initiated *** and passed to the ***. The results will be passed from the *** to ***.	***
***	***	*** will be *** by *** and passed to the ***. The results will be passed from the *** to ***.	***
***	***	***. Request will be initiated by *** and passed to the ***. The results will be passed from the *** to ***.	***

Page 14 of 16

***	***	*** on a ***.  Request will be initiated by *** and passed to the ***. The results will be passed from the *** to ***.	***
***	***	*** off a ***. Request will be initiated by *** and passed to the ***. The results will be passed from the *** to ***.	***
***	***	***.  Request will be initiated by *** and passed to the ***. The results will be passed from the *** to ***.	***
***	***		***
***	***	Based on a ***, ***. Request will be initiated by *** and passed to the ***. The results will be passed from the *** to ***. This uses the ***.	***
***	***	Based on a *** off a ***. Request will be initiated by *** and passed to the ***. The results will be passed from the *** to ***. This uses the ***.	***
***	***	Based on a ***. Request will be initiated by *** and passed to the ***. The results will be passed from the *** to ***. This uses the ***.	***
***	***	Based on a predefined schedule, *** on a ***. Request will be initiated by *** and passed to the ***. The results will be passed from the *** to ***. This uses the ***.	***
***	***	Based on a predefined schedule, *** off a ***. Request will be initiated by *** and passed to the ***. The results will be passed from the *** to ***. This uses the ***.	***
***	***	Based on a ***. Request will be initiated by *** and passed to the ***. The results will be passed from the *** to ***. This uses the ***.	***
***
***	***	Upon loss of *** to the ***, an *** will be passed from the *** to ***.	***
***	***	Upon *** of *** to the ***, *** will be passed from the *** to ***.	***
***	***	Upon *** in the ***, a *** will be passed from the *** to ***.	***
***	***	Upon *** in the ***, a *** will be passed from the *** to ***.	***

*** ***	***	*** the *** and *** and *** for *** that are *** to the *** that *** the.	***
***
***	***	*** by issuing a *** to a *** in the ***.	***

[end)

Page 15 of 16

	Contract	:	01106499
	Release	:	00034
	Executed	:	03/25/2015
	Printed	:	03/25/2015
	Page	:	1

Mail Invoice To:	Vendor:
	ACCTS RECEIVABLE
	SILVER SPRING NETWORKS INC
	555 BROADWAY ST
	REDWOOD CITY CA 94063

Please Direct Inquiries to:				Work Location:
***
Title	:	***
Phone	:	***	Ext:
Fax	:

Title: *** – *** *SSN ******* CONTRACT RELEASE *******  

Total Value	:	***	** NOT TO EXCEED **
Pricing Method	:	Time & Materials
Contract Type	:	ALL WORK CLASSIFIED AS N	Start Date	:	11/26/2014
Project	:		End Time	:	06/30/2015

***.***		***
Vendor Authorized Signature		Authorized Signature
***		***
Printed Name/Title		Printed Name/Title
3/30/2015	***	3/25/2015	***
Date Signed	Phone	Date Signed	Phone

***:

***

***

Key Contacts

Role	Contact Name	Phone/Fax	Company
CONTADM	***	*** - ***	COMED ENERGY

* * * End of Contract * * *

CONTRACT 01106499 Release 34

CREQ #01638263

Scope:

***

***,***,***,***,***.

Compensation:

***.

***,***,.***,***.

***,***.

Terms and Conditions:

All other conditions per the blanket contract.

W/0 #0809481201 / 0817637001

ComEd contract Administrator: ***

	Contract	:	01155293
	Release	:
	Executed	:	01/16/2015
	Printed	:	12/17/2015
	Page	:	1

Mail Invoice To:	Vendor:
	ACCTS RECEIVABLE
	SILVER SPRING NETWORKS INC
	555 BROADWAY ST
	REDWOOD CITY CA 94063

Please Direct Inquiries to:				Work Location:
***
Title	:	***
Phone	:	***	Ext:
Fax	:

Title: AMI / OMS SSN SOLUTION ARCHITECTURE SERVICES  

Total Value	:	***	** NOT TO EXCEED **
Pricing Method	:	FIXED PRICE
Contract Type	:	PROFESSIONAL SERVICES	Start Date	:	01/01/2015
Project	:		End Date	:	12/31/2016

		***
Vendor Authorized Signature		Authorized Signature
		*** - ***
Printed Name/Title		Printed Name/Title
		***	***
Date Signed	Phone	Date Signed	Phone

Key Contacts

Role	Contact Name	Phone/Fax	Company
CONTADM	***	***	EXELON BUSIN

* * * End of Contract * * *

Contract 01155293 Amendment 1

December 17, 2015

1.0 SCOPE:

***.

2.0 PERIOD OF PERFORMANCE:

***.

3.0 CONTRACT PRICING:

***

	SERVICES AND MATERIALS AGREEMENT
	Exhibit “N” Statement of Work – *** *** *** Statement ofWork # N-9

This Statement of Work #N-9 (“SOW N-9”) is entered into as of October_ 201S (“SOW N-9 Effective Date”) between Silver Spring Networks, Inc. (“SSN”) and Commonwealth Edison Company (“ComEd”). This SOW N-9 is subject to the terms of the Amended and Restated Services and Materials Agreement between SSN and ComEd dated January 2S, 2012 (“Agreement”). Capitalized terms used but not defined in this SOW N-9 have the meaning assigned them in the Agreement. In the event that there is a conflict or inconsistency between this SOW N-9 and the Agreement, the terms of this SOW N-9 will control.

Summary

This SOW N-9 describes the Services SSN will provide to ComEd in support of ComEd’s ***.***.***general.

Term: SOW N-9 term shall commence on the SOW N-9 Effective Date and terminate ***.

Services

1. Services Period

Services shall commence on ***.

2. On-Site Support and Integration Services

During the Services Period, SSN will provide a dedicated resource (“Smart Grid Engineer”) for the Fees listed in Attachment 1 (Pricing). The *** will be allocated to and embedded with the *** project team and support ComEd’s *** project initiative. The *** will provide the following services:

a. Work with ComEd in initial identification of issues and root causes.

b. Work with other internal SSN resources (Product Management, Customer Support, etc.) to:

i. Expedite communications of information on issues reported by ComEd.

ii. Act as an on-site extension of the Customer Support team where possible to expedite the determination of the root cause/work-around for issues reported by ComEd.

iii. Advocate for product requirements/enhancements with SSN Product Management.

iv. Escalate critical issues to SSN management when required.

c. Represent ComEd interests for these projects in visits to SSN headquarters (when required).

d. Completion of deliverables as defined by ComEd and mutually agreed upon by the Parties.

e. Provide guidance to project design approaches and best practices regarding web service integrations.

f. Provide analysis on identified performance and operational issues and concerns.

g. Outage data analysis and remediation as defined by ComEd and mutually agreed upon by the Parties.

Page 1 of 2

The Parties have caused this SOW N-9 to be executed by their duly authorized representatives as of the SOW N-9 Effective Date.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	***	By:
Name:	***	Name:
Title:	***	Title:
Date:	12/17/2015	Date:

***:
	***
***

Page 2 of 2

	Contract	:	01154905
	Release	:
	Executed	:	12/23/2014
	Printed	:	12/23/2014
	Page	:	1

Mail Invoice To:	Vendor:
	ACCTS RECEIVABLE
	SILVER SPRING NETWORKS INC
	555 BROADWAY ST
	REDWOOD CITY CA 94063

Please Direct Inquiries to:	Word Location:
***

Title	:	***
Phone	:	***	Ext:
Fax	:

Title: COMED AMI – OMS SSN OUTAGE STUDY    

Total Value	:	***	** NOT TO EXCEED **
Pricing Method	:	FIXED PRICE

Contract Type	:	PROFFESSIONAL SERVICES	Start Date	:	12/08/2014
Project	:		End Date	:	10/01/2015

***		***
Vendor Authorized Signature		Authorized Signature
***		***
Printed Name/Title		Printed Name/Title
12/23/2014	***	12/23/2014	***
Date Signed	Phone	Date Signed	Phone

*** End of Contract ***

Contract 01154905

Requisition 01570482

December 23, 2014

Scope:

Perform Outage Management Study per the attached Statement of Work N 10.

Invoicing:

Pricing is firm for the duration of this Contract.

1. All invoices must be submitted for payment within 30 days of services rendered, unless otherwise specifically agreed to in writing by both parties.

2. Invoices may be submitted as a.pdf to A/P-Invoices@exeloncorp.com.

Invoices may be submitted by mail to

Exelon Corporation

Call Box 17456

Baltimore, MD 21297

3. All invoices must include the following information:

a. Contract Order #

b. Release # (if applicable)

c. Invoice #

d. Invoice Date

e. Date of Services

f. Itemization of Services rendered and applicable fees

g. Total Amount Due

4. Supplier will send a packing slip or duplicate invoice copy to the Exelon Business Lead or Contract Administrator when the devices ship to CIMCON.

5. Payments are scheduled according to terms from the date a valid invoice is received in Accounts Payable.

6. Any invoice(s) that does not have the required information will be returned to the vendor for the missing or incorrect information.

To check on Invoice Status & Payment Detail, visit Exelon’s Web Inquiry site:

https://www.exeloncorp.com/supply/apinquiry, or contact Exelon’s Accounts Payable Inquiry Line, #312-394-3839

Compensation:

***:

***

***

***

***

Terms and Conditions:

Terms and Conditions per the Amended and Restated Services and Materials Agreement between Exelon and Silver Spring Networks dated 1/25/12.

Exhibit:

	SERVICES AND MATERIALS AGREEMENT
	Exhibit “N” Statement of Work – *** *** Statement ofWork # N-10

This Statement of Work #N-10 (“SOW N-10”) is entered into as of November_ 2014 (“SOW N-10 Effective Date”) between Silver Spring Networks, Inc. (“SSN”) and Commonwealth Edison Company (“ComEd”). This SOW N-10 is subject to the terms of the Amended and Restated Service and Materials Agreement between SSN and ComEd dated January 25, 2012 (“Agreement’’). Capitalized terms used but not defined in this SOW N-10 have the meaning assigned them in the Agreement. In the event that there is a conflict or inconsistency between this SOW N-10 and the Agreement, the terms of this SOW N-10 will control.

Summary

For the Fees listed In Attachment 1, SSN will perform a series of tests to measure the Last Gasp and Restore performance in the ComEd network.

***:

· ***.

· ***.

· ***.

· ***.***.

***.

Background

The tests described in this SOW N-10 are derived from the workshop on outage performance held at ComEd’s offices in September 2014. ***,***.

List of analyses and tests

SSN will conduct the following steps in COMED’s network:

1. SSN will perform an audit of the *** to identify which set of *** are within a *** of a *** and optimized for ***

a. For each ***, SSN will ***.

b. For each ***, SSN will identify how many of its *** are *** from a ***.

c. For each ***, SSN will identify how many of its *** are *** away from a ***.

d. For each ***, SSN will identify how many of its *** are *** away from a ***.

e. The results of this analysis will be *** and used as input for selecting test *** and/or groups of ***.

2. SSN and ComEd will work together to ***. Within such area, SSN and ComEd will select test *** and ***.

a. Based on the *** of *** and *** will be constructed:

i. *** will have test *** and/or *** that have significant number of devices within ***. For example, for a ***, at least *** are within *** of a ***. The exact parameters will be decided based on the results.

ii. *** will have *** and/or *** that are not significantly covered by the ***.

b. In addition, if necessary, tests can be conducted ***. ComEd will provide guidance on the type of areas *** to test and any specific *** to be tested.

3. SSN will construct a schedule for the tests such that *** for each test so they are not ***.

4. SSN will ***.***.***:

a. ***.

Page 1 of 6

b. *** - ***. 

c. *** - ***.

d. *** - ***.

e. ***

5. SSN will ***.

6. SSN will ***, in the test area to ***. This *** contains several *** over current versions ***.

a. The same test will be used to measure both ***. Therefore, it is recommended that the *** to be tested have the latest version of the *** containing the last *** developed recently by SSN.

b. *** do not need to be ***. However, *** will need to be *** as stated above.

7. SSN will ***.***.***:

a. ***.

b. ***.

c. ***.

d. ***.

e. ***

8. SSN will ***.

9. SSN will***:

a. Based on the baseline results, SSN will propose *** to lower the *** for the first, second, and third ***. This will make *** and *** retry *** and possibly *** the arrival of *** and *** that were *** by the network.

b. SSN will measure *** and***.

i. SSN will perform ***, and ***.

c. SSN will analysis the results and provide a *** summarizing the performance ***.

d. Based on the results, SSN will adjust *** once more and repeat the same set of tests.

10. Tests with ***:

a. Based on the previous results, SSN and ComEd will select a set of tests for evaluating ***. SSN proposes these two sets of tests:

b. *** at the ***

i. Populate *** information to transformers in the previous tests.

ii. Perform *** that are not ***.

iii. Compare to *** and *** to ComEd.

c. ***

i. Populate grid-aware information to ***.

ii. Perform *** selecting laterals that are not ***.

iii. Compare to *** and *** to ComEd.

11. ***

a. ***,***.

There are no ComEd dependencies on these tests being completed.

Data Analysis and report

SSN will perform an analysis of the results and repeat any tests and/or data collections as needed. The analysis of each test will be summarized in a slide deck that will be provided to COMED. SSN will make a network analyst available to present the slide deck via

Page 2 of 6

teleconference and review the results and any recommendations. Results will be reported within two weeks of completion of each iteration.

Standard test results:

1. ***:

a. ***

i. ***,***,***

ii. ***

b. ***

2. ***:

a. ***

i. ***

ii. ***

b. ***.

3. ***

a. ***

b. ***

c. ***

4. ***

5. ***

6. ***

Page 3 of 6

Milestones

The chart below represents the various project milestones. Actual plan dates are subject to change based on date of actual SOW approval and/or mutual agreement between ComEd and SSN:

***

***

Page 4 of 6

Approvals

The Parties have caused this SOW N-10 to be executed by their duly authorized representatives as of the SOW N-10 Effective Date.

Commonwealth Edison company		Silver Spring Networks,Inc.
By:	***	By:
Name:	***	Name:
Title:	***	Title:
Date:	12/23/2014	Date:

***:

***

***

Page 5 of 6

	ComEd *** SOW # N-10
	Attachment 1 Pricing

Pricing

1. ***

***
***	*** ***	*** ***	***
***	***	***	***
***		***
***
***	*** ***	*** ***	***
***:***	***	***	*** ***
***:***.***.

[End]

Page 6 of 6

	Contract	:	01100875
	Release	:	00021
	Executed	:	04/21/2015
	Printed	:	04/21/2015
	Page	:	1

Mail Invoice To:	Vendor:
	ACCTS RECEIVABLE
	SILVER SPRING NETWORKS INC
3 Lincoln Center	555 BROADWAY ST
Oakbrook Terrace IL 60181-4260	REDWOOD CITY CA 94063

Please Direct Inquiries to :				Work Location :
***
Title	:	***
Phone	:	***	Ext:
Fax	:

Title : COMED AMI APOLLO DETECTENT REPORT FOR CIM ******* CONTRACT RELEASE *******  

Contract Type	:	PROFESSIONAL SERVICES	Start Date	:	04/15/2015
Project	:		End Date	:	06/30/2015

***		***
Vendor Authorized Signature		Authorized Signature
***		***
Printed Name/Title		Printed Name/Title
4/22/2015	***	4/21/2015	***
Date Signed	Phone	Date Signed	Phone

***

***

***

Key Contacts

Role	Contact Name	Phone/Fax	Company
CONTADM	***		EXELON BUSIN
MGR	***	***	COMED ENERGY

* * * End of Contract * * *

EXELON

CONTRACT # 01100875 RELEASE # 21

SCOPE OF WORK

This SOW N-13 describes the Services SSN will provide to ComEd in support of ComEd’s ***.***.***.

EXELON SHIP TO CONTACT INFORMATION

NAME:	***
ADDRESS:	3 Lincoln Center, Oakbrook Terrace, IL 60181
PHONE:	***
EMAIL:	***

VENDOR CONTACT INFORMATION

NAME:	***
	***, Silver Spring Networks (SSN)
PHONE:	***:***
EMAIL:	***

TERMS AND CONDITIONS

Per the Amended and Restated Services and Materials Agreement between SSN and ComEd dated 1/25/2012.

PAYMENT

Service to be invoiced at ***.

To help ensure prompt payment, please make sure to include contact # 01100875 and release # 21 on allinvoices for payment to be rendered.

To expedite payment, please email a copy of the invoice to Accounts Payable at: a/p-invoices@exeloncorp.com.

If you have invoice issues, contact 312-394-3839.

Estimate /Contract Draft:

All other conditions per the blanket contract.

	SERVICES AND MATERIALS AGREEMENT
	EXHIBIT”N” STATEMENT OF WORK-*** STATEMENT OF WORK #N-13

This Statement of Work #N-13 (“SOW N-13”) is entered into as of April 21, 2015 (“SOW N-13 Effective Date’’) between Silver Spring Networks, Inc. (“SSN”) and Commonwealth Edison Company (“ComEd”). This SOW N-13 is subject to the terms of the Amended and Restated Services and Materials Agreement between SSN and ComEd dated January 25, 2012 (“Agreement”). Capitalized terms used but not defined in this SOW N-13 have the meaning assigned them in the Agreement. In the event that there is a conflict or inconsistency between this SOW N-13 and the Agreement, the terms of this SOW N-13 will control.

Summary

This SOW N-13 describes the Services SSN will provide to ComEd in support of ComEd’s ***.***.***.

Term: SOW N-13 term shall commence on the SOW N-13 Effective Date and terminate on May 23, 2015.

Services

1. SSN Responsibilities. SSN will perform each of the following tasks:

1.1. SSN will ***.

1.2. The following criteria will be used to identify the list of these ***:

· *** Status = Active will be criteria for meters registering consumption. Only this meters with this op status can be ***.

*** Exclude any premises with ***.

· Include locations with 0 CIM if meet the other criteria. User will be able to add a filter in the query builder to remove meters with 0 CIM if desired.

*** Include only ***. Users will be able to *** the *** on *** in the***.

· Exclude 3-phase services. Users will be able to remove this filter in the ***.

· Ideally this view would *** with a *** a user ***; however, we currently *** to the *** so this will not be part of the initial view.

1.3. ***:

· ***

· ***:***.***.

· ***:***.***.***,***.***.

· ***

· ***

· ***

1.4 ***:

· ***

· ***

· ***

· ***

· ***

· ***

· ***

Page 1 of 3

· *** 

· ***

1.5. ***.

Approvals

The Parties have caused this SOW N-13 to be executed by their duly authorized representatives as of the SOW N-13 Effective Date.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	***	By:	***
Name:	***	Name:	***
Title:	***	Title:	***
Date:	4/21/2015	Date:	4/22/2015

***

***

***

Page 2 of 3

	ComEd *** SOW # N-13
	Attachment 1 Pricing

Pricing

1. ***

***
***	*** ***	*** ***	***
***	***	***	***
***		***
*** 1)***.***.

[End]

Page 3 of 3

	SERVICES AND MATERIALS AGREEMENT
	Exhibit “N” STATEMENT OF WORK – *** *** *** STATEMENT OF WORK #N-13

This Statement of Work #N-13 (“SOW N-13”) is entered into as of February 28, 2015 (“SOW N-13 Effective Date”) between Silver Spring Networks, Inc. (“SSN”) and Commonwealth Edison Company (“ComEd”). This SOW N-13 is subject to the terms of the Amended and Restated Services and Materials Agreement between SSN and ComEd dated January 25, 2012 (“Agreement”). Capitalized terms used but not defined in this SOW N-13 have the meaning assigned them in the Agreement. In the event that there is a conflict or inconsistency between this SOW N-13 and the Agreement, the terms of this SOW N-13 will control.

Summary

This SOW N-13 describes the Services SSN will provide to ComEd to establish ***.***.

Term: SOW N-13 term shall commence on the SOW N-13 Effective Date.

· If ComEd opts to utilize *** following the conclusion of the software evaluation period ***, the term of this SOW N-13 shall ***, provided ComEd ***.

*** If ComEd opts not to continue utilizing *** following the conclusion of the software evaluation period, SSN will *** established hereunder and this SOW N-13 will ***.

Services

The scope of this SOW N-13 ***.

· ***:***

o ***:***.

1.1. Project Responsibilities

1.1.1. Silver Spring Responsibilities. SSN will perform each of the following tasks:

a. Create and exchange *** with ***, on ComEd’s behalf, for initial setup

(i) Provide such forms *** for review and approval.

b. Coordinate meetings with ***

c. Update network diagrams with *** info, including details of ***

(i) Provide such ***.

d. Establish *** to enable *** to ***

e. Ensure SSN has sufficient *** to allow proposed ***

1.1.2 ComEd Responsibilities. ComEd will ensure that GE performs each of the following tasks:

a. Ensure *** has sufficient *** to allow proposed ***

b. Establish *** from *** end to***

c. Review and approve *** exchanged between ***.

d. Review *** documentation provided by ***.

(i) This should include network diagrams with each tunnel’s information, including details of ***.

1.1.3 ComEd represents that it has obtained all consents and approvals from GE or any other third-party as may be necessary for SSN to perform the Services contemplated under this SOW N-13(“Third-Party Consents”). ComEd will indemnify SSN for any damages or losses incurred by SSN to the extent such damages or losses result from ComEd’s failure to obtain Third-Party Consents.

Page 1 of 3

Approvals

The Parties have caused this SOW N-13 to be executed by their duly authorized representatives as of the SOW N-13 Effective Date.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	***	By:	***
Name:	***	Name:	***
Title:	***	Title:	***
Date:	3/25/2014	Date:	3/30/20105

***

***

***

Page 2 of 3

	ComEd Web Service Performance Testing SOW # N-13
	Attachment 1 Pricing

Pricing

1. ***

***
***	***	***	*** ***	*** ***	***
***	***	***	***	***	***
***	***	***	***	***	***
***				***

***:***,***,***.

[End]

Page 3 of 3

	Contract	:	01100875
	Release	:	00022
	Executed	:	07/22/2015
	Printed	:	07/22/2015
	Page	:	1

Mail Invoice To:	Vendor:
	ACCTS RECEIVABLE
	SILVER SPRING NETWORKS INC
3 Lincoln Center	555 BROADWAY ST
Oakbrook Terrace IL 60181-4260	REDWOOD CITY CA 94063

Please Direct Inquiries to:	Work Location:
***

Title	:	***
Phone	:	***	Ext:
Fax	:

Title: COMED AMI BIA DETECTENT REPORT FOR CIM ******* CONTRACT RELEASE *******  

Contract Type	:	PROFESSIONAL SERVICES	Start Date	:	06/01/2015
Project	:		End Date	:	01/31/2016

***		***
Vendor Authorized Signature		Authorized Signature
***		***
Printed Name/Title		Printed Name/Title
7/22/2015	***	7/22/2015	***
Date Signed	Phone	Date Signed	Phone

***

***

***

* * * End of Contract * * *

CONTRACT #01100875 RELEASE # 22

SCOPE OF WORK

Provide analytical services per SOW N-16 in support of ComEd’s ***.***.***.

TERM:

SOW N-16 term shall commence on the SOW N-16 Effective Date and ***

EXELON CONTACT INFORMATION
NAME:	***
ADDRESS:	3 Lincoln Center, Oakbrook Terrace, IL 60181
PHONE:	***
EMAIL:	***

VENDOR CONTACT INFORMATION
NAME:	*** ***, Silver Spring Networks (SSN)
PHONE:	***:***
EMAIL:	***

TERMS AND CONDITIONS

All conditions per the blanket contract.

PAYMENT

To help ensure prompt payment, please make sure to include contract# TBD and release # TBD on all invoices for payment to be rendered.

To expedite payment, please email a copy of the invoice to Accounts Payable at:

a/p-invoices@exeloncorp.com.

If you have invoice issues, contact 312-394-3839.

***.***.

***,

	SERVICES AND MATERIALS AGREEMENT
	Exhibit “N” Statement of Work – *** – *** Statement Of Work #N-16

This Statement of Work #N-16 (“SOW N-16”) is entered into as of June 1, 2015 (“SOW N-16 Effective Date”) between Silver Spring Networks, Inc. (“SSN”) and Commonwealth Edison Company (“ComEd”). This SOW N-16 is subject to the terms of the Amended and Restated Services and Materials Agreement between SSN and ComEd dated January 25, 2012 (“Agreement”). Capitalized terms used but not defined in this SOW N-16 have the meaning assigned them in the Agreement. In the event that there is a conflict or inconsistency between this SOW N-16 and the Agreement, the terms of this SOW N-16 will control.

Summary

This SOW N-16 describes the Services SSN will provide to ComEd in support of ComEd’s ***.***.***.

Term: SOW N-16 term shall commence on the SOW N-16 Effective Date and terminate ***,***.

Services

1. SSN Responsibilities. SSN will perform each of the following tasks:

1.1. SSN will create the following new reporting views:

1.1.1. ***

· ***

· ***.

· ***.

· ***

· ***

· ***

1.1.2. ***

· ***.***.

· ***

· ***:

– ***,***

***.***,***,***.

– ***,***.

– ***.***.***.

· ***

· ***

· ***

Page 1 of 4

1.2. SSN will make modifications to the following existing report:

1.2.1. ***

· ***

1.3. SSN will modify data loading based on data package changes originating from ComEd sources:

1.3.1. ***

1.3.2. ***,***

1.3.3. ***

2. ComEd Responsibilities. ComEd will perform each of the following tasks:

2.1. ***.

Page 2 of 4

Approvals

The Parties have caused this SOW N-16 to be executed by their duly authorized representative as of SOW N-16 Effective Date.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	***	By:	***
Name:	***	Name:	***
Title:	***	Title:	***
Date:	3/22/2015	Date:	7/22/2015

***

***

***

Page 3 of 4

	ComEd *** SOW # N-16
	Attachment 1 Pricing

Pricing

1. ***

***
***	*** ***	*** ***	***
***	***	***	***
***		***

***

***.***.

[End]

Page 4 of 4

	Contract	:	01100875
	Release	:	00022
	Executed	:	07/22/2015
	Printed	:	09/29/2015
	Page	:	1

Mail Invoice To:	Vendor:
	ACCTS RECEIVABLE
	SILVER SPRING NETWORKS INC
3 LINCOLN CENTER	555 BROADWAY ST
OAKBROOK TERRACE IL 60181 - 4260	REDWOOD CITY CA 94063

Please Direct Inquiries to:				Work Location:
***
Title	:	***
Phone	:	***	Ext:
Fax	:

Title: COMED AMI BIA DETECTENT REPORT FOR CIM ******* CONTRACT RELEASE ******* ** DUPLICATE COPY **  

Contract Type	:	PROFESSIONAL SERVICES	Start Date	:	06/01/2015
Project	:		End Date	:	01/31/2016

***		***
Vendor Authorized Signature		Authorized Signature
***		***
Printed Name/Title		Printed Name/Title
9/29/2015	***	9/29/2015	***
Date Signed	Phone	Date Signed	Phone

Contract Amendments

Amendment	:	001	Execution Date	:	09/29/2015
Title	:	ADJUSTMENT TO STATEMENT OF WORK
Amended Start	:		Amended End Date	:

* * * End of Contract * * *

	Amendment #1 To Exhibit N-16 ***– ***
	to the Amendedand Restated Serviceand Material Agreement

This Amendment Number 1 (“Amendment No.1”) to SOW N-16, effective as of September__, 2015(“Amendment No. 1 Effective Date”), between Silver Spring Networks, Inc. (“Silver Spring”) and Commonwealth Edison Company (“ComEd” or “Company”). This Amendment No.1 amends that certain Statement of Work Number 16 dated June 1, 2015 (“SOW N-16”), issued pursuant to the Amended and Restated Services and Materials Agreement between the parties dated January 25, 2012 (collectively, with SOW N-16, the “Master Agreement”) Silver Spring and Company are referred to herein as the “Parties” or a “Party,” as applicable. Capitalized terms not defined in this Amendment No.1 will have the same meaning as in the Master Agreement.

The Parties agree to amend the SOW N-16 as follows:

1. Delete Subsection 1.1.1 of Exhibit N-16 (“*** – ***”), and replace in its entirety with the following:

1.1.1. *** – Calendar month View

*** Report *** by month for the past ***

*** *** for *** will use*** and *** and *** to calculate total *** with no ***.

· *** for both *** and *** will be bucketed into *** using *** of ***.

*** *** will be calculated for each *** on the *** of each ***

*** Store the report data for ***

*** Make report available *** for the past ***

2. Delete title of Subsection 1.1.2 of Exhibit N-16 (“*** – ***”) and rename to be the following:

1.1.2 ***

3. Added Subsection 1.1.3 to Exhibit N-16 (“*** – ***”) as follows:

1.1.3 *** month view

***Report inactive usage *** by month for the past ***

****** for *** will use *** and *** and *** to calculate total *** with no ***.

· *** for both *** and *** will be bucketed into *** using *** of ***

****** will be calculated for each *** on the *** of each ***.

***Store the report data for ***

· Mark report available *** for the past ***.

4. Add Subsection 1.1.4 to Exhibit N-16 (“*** – ***”) as follows:

1.1.4 *** Year to date view

*** Report an accounting total *** for each ***. The number for a particular *** will be calculated on the *** of the *** and not ***.

*** Enable user to select an ***.

· Calculate total *** for a particular *** as follows:

– *** the *** to ***, as calculated in the ***. When *** occurs, the account turns *** may have changed, so the total *** for a given *** may be less than calculated in the past.

· Store accounting report data for five years

*** Make report available *** or the past ***.

*** Set up *** to ComEd-defined list ***

5. Integration; Conflict. The foregoing provisions shall govern notwithstanding any contrary provision in the Agreement or any previously executed agreement between the Parties. Except as otherwise expressly provided or modified herein, the (i) terms and conditions of the Agreement remain in full force and effect, and (ii) this Amendment #1 and the Agreement constitute the entire and exclusive agreement between the Parties regarding the subject matter hereof, and supersede all proposals and prior agreements, oral or written, and all other communications. In the event of a conflict between this Amendment #1 and the Agreement, this Amendment #1 shall govern.

Page 1 of 3

IN WITNESS WHEREOF, the Parties have caused this Amendment #1 to be executed by their duly authorized representatives.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	***		By:	***
Name:	***		Name:	***
Title:	***		Title:	***
Date:	9/28/2015		Date:	9/29/2015

***:

***

***

Page 2 of 3

	ComED *** SOW # N-16
	Attachment 1 Pricing

Pricing

1. ***

***
***	*** ***	*** ***	***
***	***	***	***
***	***	***	***
***		***

***:***
***	*** ***	*** ***	***
***:***	***	***	***
***		***

***

***.***.

***.

***

Page 3 of 3

	SERVICES AND MATERIALS AGREEMENT
	Exhibit “N” Statement of Work –Feeder Loss Analytic Service Statement of Work # N-17

This Statement of Work #N‐17 (“SOW N‐17”) is entered into as of August __ 2015 (“SOW N‐17 Effective Date”) between Silver Spring Networks, Inc. (“SSN”) and Commonwealth Edison Company (“ComEd”). This SOW N‐17 is subject to the terms of the Amended and Restated Services and Materials Agreement between SSN and ComEd dated January 25, 2012 (“Agreement”). Capitalized terms used but not defined in this SOW N‐17 have the meaning assigned them in the Agreement. In the event that there is a conflict or inconsistency between this SOW N‐17 and the Agreement, the terms of this SOW N‐17 will control.

Summary

This SOW N‐17 describes the Services SSN will provide to ComEd in support of ComEd’s ***.***.

Term: SOW N‐17 term shall commence on the SOW N‐17 Effective Date and terminate ***.

Services

1. SSN Responsibilities. SSN will perform each of the following tasks:

1.1. SSN will analyze ComEd *** to determine which premises are ***.

1.2. SSN will analyze ***.

1.3. SSN will provide a *** that includes a ***, an accounting of ***, as well as any potential *** that we’ve identified. This may include potential ***, or***.

2. ComEd Responsibilities. ComEd will perform each of the following tasks.

2.1. ***.

Page 1 of 3

Approvals

The Parties have caused this SOW N‐17 to be executed by their duly authorized representatives as of the SOW N‐17

Effective Date.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	***	By:	***
Name:	***	Name:	***
Title:	***	Title:	***
Date:	October 2, 2015	Date:	October 19, 2015

***:

***

***

Page 2 of 3

	ComEd Feeder Loss Analytic service SOW # N-17
	Attachment 1 Pricing

Pricing

1. ***

***
***	*** ***	*** ***	***
***	***	***	***
***		***

***

***.***.

[End]

Page 3 of 3

	SERVICES AND MATERIALS AGREEMENT
	Exhibit “N” Statement of Work – Incorrect Billing and Theft Detection – Revenue Assurance Subscription Statement of Work # N-19

This Statement of Work #N‐19 (“SOW N‐19”) is entered into as of September 1, 2015 (“SOW N‐19 Effective Date”) between Silver Spring Networks, Inc. (“SSN”) and Commonwealth Edison Company (“ComEd”). This SOW N‐19 is subject to the terms of the Amended and Restated Services and Materials Agreement between SSN and ComEd dated January 25, 2012 (“Agreement”). Capitalized terms used but not defined in this SOW N‐19 have the meaning assigned them in the Agreement. In the event that there is a conflict or inconsistency between this SOW N‐19 and the Agreement, the terms of this SOW N‐19 will control.

Summary

This SOW N‐19 describes the Services SSN will provide to ComEd for a continuation of support for customer incorrect billing and theft detection on electricity consumption. ***.

Term: SOW N‐19 term shall commence on the SOW N‐19 Effective Date ***.

Services

1. SSN Responsibilities. SSN will perform each of the following tasks:

1.1. Analyze *** data using *** and a series of *** to determine if *** are *** the ***

1.2. Compile list of leads of *** that *** of *** and *** and *** to ComEd

1.3. Provide *** on a *** basis to ComEd

2. ComEd Responsibilities. ComEd will perform each of the following tasks.

2.1. ***.

Approvals

The Parties have caused this SOW N‐19 to be executed by their duly authorized representatives as of the SOW N‐19 Effective Date.

Commonwealth Edison Company		Silver Spring Networks, Inc.
By:	***	By:	***
Name:	***	Name:	***
Title:	***	Title:	***
Date:	October 2, 2015	Date:	October 19, 2015

***:

***

***

Page 1 of 3

	ComEd CIM Reporting SOW # N-19
	Attachment 1 Pricing

Pricing

1. ***

***
***	*** ***	*** ***	***
***	***	***	***
***		***

[End]

Page 2 of 3

	ComEd *** SOW # N-9
	Attachment 1 Pricing

Pricing

1. ***

***
***	*** ***	*** ***	***
***	***	***	***
***		***

***:***.

***:***:***.

[End]

Page 3 of 3

EX-31.3

Exhibit 31.3

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Bell, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Silver Spring Networks, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: July 22, 2016	By:	/s/ Michael Bell
		Michael Bell
		President and Chief Executive Officer
		(Principal Executive Officer)

EX-31.4

Exhibit 31.4

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kenneth P. Gianella, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Silver Spring Networks, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: July 22, 2016	By:	/s/ Kenneth P. Gianella
		Kenneth P. Gianella
		Chief Financial Officer
		(Principal Financial and Accounting Officer)