CONFIDENTIALITY AGREEMENT

WITNESSETH:

WHEREFORE, Peoples provides natural gas service to certain customers in the
Commonwealth of Pennsylvania and in the course of providing such service, maintains
information about those customers;

WHEREFORE, Agency desires to access certain customer information for the sole
purpose of assisting customers with applying for and obtaining various forms of aid;

WHEREFORE, Peoples agrees to provide access to certain customer information to
Agency for the sole purpose of Agency assisting certain customers with applying for
and obtaining various forms of aid.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the
Parties agree as follows:

SECTION 1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 The term "Confidential Information" shall mean all customer information, whether
written or oral, that may be disclosed or made available by Peoples to Agency, including but not
limited to, account number(s), usage information, payment information, termination information,
and occupant information.

1.2 Notwithstanding the foregoing, "Confidential Information" shall not include any
information that:

(a) becomes generally available to the public other than as a result of a disclosure by
    Peoples;
(b) was available to Agency on a non-confidential basis prior to the disclosure;
(c) becomes available to Agency on a non-confidential basis from a source other
    than Peoples or its agents, advisors, affiliates or representatives which such
    source is entitled, to the best of Agency’s knowledge, to make the disclosure; or
(d) is independently developed by employees, volunteers, agents of Agency without
    reference to or use of such Confidential Information.
 
SECTION 2. CONFIDENTIALITY

2.1 Agency agrees:

(a) to keep in strict confidence all Confidential Information and not disclose or allow
    the disclosure of any Confidential Information to any third party;
(b) not to publish, disclose or allow disclosure to others of any Confidential
    Information, in whole or in part;
(c) to restrict internal access to the Confidential Information to those of the Agency’s
    employees, volunteers, consultants, advisors, and contractors with a "need to
    know" who have agreed in writing to be bound by an established non-disclosure
    policy that encompasses protection of Confidential Information to the same extent
    as set forth in this Agreement;
(d) that People's shall have the right to such injunctive or other equitable relief from a
    court of competent jurisdiction as may be necessary or appropriate to prevent any
    use or disclosure of Confidential Information in any manner which has not been
    authorized by Peoples’ and to such damages as are occasioned by such improper
    use or disclosure; and
(e) that, except as otherwise provided in any other agreement between the Parties,
    upon request by Peoples' at any time. Agency shall promptly return all
    Confidential Information in tangible form then in its possession or under its
    control, and expunge from its systems and records all Confidential Information in
    any other form.

2.2 If Agency is requested or required (by deposition, interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar process) to disclose
any Confidential Information, Agency shall provide Peoples’ with prompt notice of such
request(s) in accordance with Section 5.7, so that Peoples’ may seek an appropriate protective
order.

SECTION 3. DISCLAIMER OF WARRANTIES AND REPRESENTATIONS

3.1 Confidential Information is provided AS IS and WHERE IS. Peoples' make NO
WARRANTIES OR REPRESENTATIONS WHATSOEVER in relation to Confidential
Information. This disclaimer of warranties and representations supersedes all past, present and
future warranties and representations made by the parties either orally or in writing in relation to
Confidential Information except those made in a separate license or agreement governing use
of the Confidential Information.

SECTION 4. LOGON PASSWORDS

4.1 Upon the execution of this Confidentiality Agreement, Peoples shall provide Agency
with two log-on passwords to access, via a web-portal, certain areas of the Peoples' customer
information system. One password shall be for the administrator of the Agency account and
shall provide access to audit sections of the web-portal. The administrator password shall only 
be used by the Agency’s administrator. The second password shall be provided for use by
Agency employees, contractors and volunteers. This password shall be used for the sole
purpose of gathering information necessary for the Agency to assist certain customers with
applying for and obtaining various forms of aid. NO OTHER USE OF THE CONFIDENTIAL
INFORMATION IS PERMITTED

4.2 Peoples reserves the right to terminate the web-portal at any time and to cancel any
password at any time.

4.3 Agency hereby agrees not to disclose either password to any individual or other party
outside of those identified in Section 4.1. Further, Agency agrees not to permit any individual or
other party, besides those identified in Section 4.1, to knowingly access the web-portal system
using Agency's passwords.

4.4 Agency agrees that it is solely responsible for any retrievals of information accessed
under its passwords.

4.5 Agency will not attempt to learn of or use another’s password.

4.6 If Agency has reason to believe that the confidentiality of its passwords has been
comprised, Agency will immediately contact Peoples to advise of the compromise and to reset
its passwords.

4.7 Agency agrees not to leave the web-portal application unattended while signed onto the
system.

4.8 Agency shall be responsible for the actions of its employees, contractors and volunteers.
Agency shall notify its employees, contractors and volunteers of the obligations and
responsibilities contained herein and shall enforce the same.

SECTION 5. GENERAL

5.1 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania,
without regard to its conflict of law principles.

5.2 The obligations imposed by paragraph 2.1 shall continue for the longer of five (5) years
from date of this Agreement or five (5) years from the date of last disclosure of any Confidential
Information.

5.3 The Section headings used herein are for information only and shall not affect the
interpretation of any provision of this Agreement.

5.4 In the event any of the terms and conditions of this Agreement shall be held to be illegal
or unenforceable, the validity of the remaining provisions shall not be affected.
 
5.5 This Agreement constitutes the entire agreement and understanding between the Parties
and supersedes any and all prior agreements and understandings, oral or written, relating to the
subject matter hereof.

5.6 Any provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Parties.

5.7 Except as otherwise specified herein, any notice or other communication is to be
addressed as set forth in the introductory paragraph or to such other address as may be
specified by the Parties in writing. Unless otherwise specified herein, notices shall be effective
when received.

5.8 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto,
their parents and/or subsidiaries and their respective successors and assigns; provided,
however, that neither Party shall assign this Agreement or any other duty, obligation, interest or
right hereunder without the prior written consent of the other Party.

CVD 07/31/2015