Monitoring Electrical Cable Challenge: The Future of Underground Inspection Competitor Agreement

Challenge-Specific Agreement – Competitor Retains IP

PLEASE READ THIS CAREFULLY! You ("Innovator”) and Duquesne Light Company ("Challenge Sponsor”) are entering into this Challenge-Specific Agreement ("CSA”) for this particular incentive-based competition ("Challenge”) only. In order to participate in this Challenge, Innovator must accept these terms, and therefore should take the time to understand them.

If Innovator clicks "Accept" and proceeds to register for this Challenge, this CSA will be a valid and binding agreement between Innovator and Challenge Sponsor and is in addition to the existing HeroX Terms of Use for all purposes relating to this Challenge. Innovator should print and keep a copy of this CSA. No provisions that Innovator may have agreed to that are specific to any other individual challenge will apply.

1. Submissions. By participating in this Challenge, Innovator may submit to Challenge Sponsor submission materials ("Submission”), as outlined in the Challenge Guidelines specific to this challenge on HeroX.com, for the Challenge to which this CSA relates. By submitting a Submission, Innovator thereby agrees to provide reasonable assistance and additional information concerning the Submission to Challenge Sponsor, if requested.
    
2. Acceptance of Submission and License to Use. Challenge Sponsor will notify Innovator if Submission has been selected for a prize ("Prize”), as outlined in the Challenge Guidelines, according to the schedule set forth in the Challenge Guidelines. Challenge Sponsor will judge all Submissions against the criteria set forth in the Challenge Guidelines and determine, in its sole discretion, which Submission best addresses the Challenge Guidelines. Challenge Sponsor has absolute and sole discretion to determine whether to accept the Innovator Submission, or any Submission, and whether to make a Prize, multiple Prizes or any Prize. The meeting of the Challenge Guidelines does not automatically mean that the Submission will be eligible for a Prize. Submissions must NOT contain or include ideas, concepts, solutions or technology in respect of which a third party owns or controls the intellectual property. Submissions and descriptions thereof may not include trademarks or trade names of corporations or entities without the permission of their owners.
   
    By entering, Innovator represents and warrants that:
   1. Innovator’s entire Submission is an original work by Innovator and Innovator has not included third-party content (such as writing, text, graphics, artwork, logos, photographs, dialogue from plays, likeness of any third party, musical recordings, clips of videos, television programs or motion pictures) in or in connection with the Submission, unless (i) otherwise requested by the Challenge Sponsor and/or disclosed by Innovator in the Submission, and (ii) Innovator has either obtained the rights to use such third-party content or the content of the Submission is considered in the public domain without any limitations on use;
   2. no person or entity other than Innovator has any right, title or interest in any part of the Submission;
   3. unless otherwise disclosed in the Submission, the use thereof by Challenge Sponsor, or the exercise by Challenge Sponsor of any of the rights granted by Innovator under this Agreement, does not and will not infringe or violate any rights of any third party or entity, including, without limitation patent, copyright, trademark, trade secret, defamation, privacy, publicity, false light, misappropriation, intentional or negligent infliction of emotional distress, confidentiality, or any contractual or other rights;
   4. Innovator has all the rights, licenses, permissions and consents necessary to submit the Submission and to grant all of the rights that Innovator has granted to Challenge Sponsor hereunder;
   5. all persons who were engaged by Innovator to work on the Submission or who appear in the Submission in any manner have:
      1. given Innovator their express written consent to submit the Submission for  the distribution of the submission to a limited pool of judges including the Challenge Sponsor and their partners.
      2. provided written permission to include their name, image or pictures in or with the Submission (or if a minor who is not Innovator’s child, Innovator must have the permission of their parent or legal guardian) and Innovator may be asked by Challenge Sponsor to provide permission in writing;
      3. no claims for payment of any kind, including, without limitation, for royalties or residuals;
      4. no approval or consultation rights or any rights of participation arising out of the distribution of the submission to a limited pool of judges including the Challenge Sponsor and their partners.
      5. not been and are not currently under any union or guild agreement that results in any ongoing obligations resulting from the distribution of the submission to a limited pool of judges including the Challenge Sponsor and their partners.;
      6. Innovator understands, recognizes and accepts that Challenge Sponsor has access to, may create or has created materials and ideas which may be similar or identical to the Submission in concept, theme, idea, format or other respects. Innovator acknowledges and agrees that Challenge Sponsor shall have the right to use such same or similar materials, and that Innovator will not be entitled to any compensation arising from Challenge Sponsor's use of such materials. In the event that Innovator’s entry is identical or similar to the Submission of another Competitor, Challenge Sponsor reserves the right, at the sole discretion of Challenge Sponsor, to either score one Submission higher than the other subject to the Challenge Guidelines or to randomly choose a Submission from all of those submitted which respond to the Challenge Guidelines.
   6. All information provided by Innovator regarding Innovator and, if applicable, its business ("Competitor Information") is true, accurate, current, and complete information and Innovator will maintain and update the Competitor Information to keep it true, accurate, current and complete.
   7. If Innovator is an individual representing a business or other entity, Innovator is authorized to enter into this Agreement on behalf of that business or entity.
   8. Innovator has the right to grant the license(s) as required by Section 3 of this CSA. 
       
3. Ownership Rights. This Challenge is divided into three phases: (i) Phase 1 – Technical Proposal; (ii) Phase 2– Development of a prototype and/or solution  (the “Prototype”) and submission of testing data; and (iii) Phase 3 – Installation and full testing of Prototype on Challenge Sponsor property.   

By entering, Innovator agrees to the following intellectual property rights:

1. Phase 1, Phase 2, Phase 3 submissions – All intellectual property rights, if any, in the idea, concept, or activities demonstrated by the Submission will remain with the Innovator.  The Innovator retains ownership of the Submission.  If chosen by Challenge Sponsor as a finalist or winner, Innovator agrees to grant to Challenge Sponsor a royalty-free, non-exclusive license to share the Submission and all information contained in the Submission with our limited pool of partner organizations, or to recruit new potential partners.
2. Prototype developed in Phase 2 and Phase 3 – Within 3 months of commercialization of the Prototype and/or related technology by Innovator, or within 3 months of the conclusion of Phase 3, whichever comes later, at the option of the Challenge Sponsor, the Innovator agrees to enter into good-faith negotiations with the Challenge Sponsor to grant a non-exclusive license or service contract under commercial terms to be negotiated at a future date, at fair market value.  
3. Options of Challenge Sponsor if Prototype is Not Commercialized – In the event that winners of the Phase 2 trial decline or fail to place the solution on the commercial market within three years from the conclusion of Phase 3, then at the request and option of Challenge Sponsor, the Innovator agrees to enter into good-faith negotiations with the  Challenge Sponsor for license or acquisition of  the intellectual property  required for the Sponsor to further develop and use the Prototype. The Innovator agrees that the valuation of such license or intellectual property will reflect fair market value for any license or purchase.
    
4. Confidentiality.  Innovator understands that the Submission may not be acknowledged and will not be received or held "in confidence." The act of submitting a Submission does not create a confidential relationship or obligation of secrecy between Innovator and any of the entities involved in this Challenge.  Notwithstanding the above, Innovator acknowledges that the existence and terms of this CSA and any oral or written materials or information provided by Challenge Sponsor in connection with the preparation or performance of this CSA are regarded as confidential information and the confidentiality terms agreed to by Innovator prior to receipt of any materials (the “Confidentiality Agreement”) are hereby incorporated by reference and shall continue in full force and effect in all respects.  If this CSA is, for any reason, terminated, the Confidentiality Agreement shall nonetheless continue in full force and effect in all respects without any modification thereto.
    
5. Other Contracts, Confidentiality, and Indemnification. Innovator agrees that Innovator will not disclose to Challenge Sponsor any information which Innovator is under an existing contractual or other legal obligation to maintain in confidence or otherwise does not have the right to sell or license. Innovator agrees that Innovator will not discuss any confidential information of Innovator’s own, other parties, or Challenge Sponsor unless Innovator is specifically using the HeroX website to do so. Innovator agrees to indemnify and hold harmless Challenge Sponsor, its and their respective officers, directors, employees, agents, licensors, and suppliers, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in relation to anything arising from the Submission or the Challenge.
    
6. Changes and Cancellation. Challenge Sponsor has the right to make updates and/or make any changes to, or to modify the scope of the Challenge Guidelines, Challenge Schedule, and Winning Criteria at any time during the Challenge. Innovators are responsible for regularly reviewing the Challenge site to ensure they are meeting all rules and requirements of the Challenge. Challenge Sponsor has the right to cancel the Challenge at any time, without warning or explanation, and to subsequently remove the Prize completely.
    
7. General Conditions. Challenge Sponsor has the right to verify each Innovator's eligibility and compliance with this CSA. Challenge Sponsor has the right to enforce the terms and conditions hereof directly against Innovator. Participation is conditioned on providing the data required in the online registration form. Innovators should direct any request to access, update, or correct information to Challenge Sponsor. Challenge Sponsor is not responsible for human error, theft, destruction, or damage to Submissions, or other factors beyond its reasonable control.
   1. Innovators should not register with multiple e-mail and/or street addresses. In the event of a dispute as to any Submission, the authorized account holder of the email address used to enter will be deemed to be the person who submitted the Submission. The authorized "account holder" is the natural person assigned an email address by an Internet access provider, online service provider or other organization responsible for assigning email addresses for the domain associated with the submitted address;
   2. Innovator is responsible for any and all related costs to complete activities related to solving the challenge.  Innovator shall not be reimbursed by Challenge Sponsor for any out-of-pocket expenses related to solving the challenge;
   3. Innovator is responsible, at its own expense, for complying with all applicable federal, state, local, and international laws, statutes, ordinances, codes, rules and regulations in undertaking any activities related to solving the challenge, including but not limited to, Occupational Safety and Health Administration regulations and standards and other safety, environment, and labor standards.  Innovator agrees to comply with all applicable Challenge Sponsor policies, rules, and procedures, including without limitation Challenge Sponsor’s Supplier Code of Conduct and Policies for Ethical Conduct;
   4. Many governments regulate the export of certain technical data and information.  Before submitting technical details of technology, Innovator must research applicable Export Control laws or seek professional advice, at its own expense, to assure the Submission remains Export Control compliant.  By submitting such details, Innovator certifies that such technical information is not restricted for export;
   5. Innovator is responsible for obtaining any insurance related to activities performed to solve the challenge.  Innovator is responsible for procuring and providing proof of any insurance requirements set forth by Challenge Sponsor at any point or phase of the Challenge;
   6. Innovator is responsible for truthful representation of all activities undertaken to solve the challenge; Challenge Sponsor reserves the right, at any time, to verify such activities;
   7. Innovator is responsible for maintaining accurate records and truthfulness of metrics, or impact related to activities undertaken to solve the challenge; Challenge Sponsor is not responsible for calculating results, but reserves the right, at any time, to verify such information;
   8. Innovator is responsible for cooperating with Challenge Sponsor on any document or data requests established by Challenge Sponsor at any point or phase of the Challenge.  Prior to Phase 3, Innovator acknowledges that Innovator may be required to meet additional requirements, including without limitation, providing proof of insurance, responding to additional risk assessment requirements, and/or signing additional terms and conditions;
   9. Innovator is responsible for completing registration and submitting Submissions by the dates outlined in the Challenge Guidelines; Challenge Sponsor is not required to accept late registrations or late Submissions;
   10. Challenge Sponsor is not liable for any activities undertaken to solve the challenge.  In  no event shall Challenge Sponsor be liable to Innovator for any consequential, incidental, indirect, special, punitive, or exemplary damages (including, without limitation, lost profits, business or goodwill) suffered or incurred by such party in connection with the Submission, this Challenge, or this CSA, even if advised of the possibility of such damages;
   11. Challenge Sponsor has the right to disqualify an individual from the challenge at any time.
        
8. Publicity.  Innovator shall not use Challenge Sponsor’s name or issue any public releases including, but not limited to, news releases, advertising, postings on social media, technical publications and responses to media inquiries, relating to the CSA, Challenge, or Submission without the prior written consent of Challenge Sponsor. 
    
9. Independent Contractor, No Authority.  Innovator shall operate as an independent contractor in its performance under this CSA and not as an agent, employee, or presentative of Challenge Sponsor.  Innovator has no authority, express or implied, to commit Challenge Sponsor in any way to perform in any manner or pay money for any work or materials or any other costs, under this CSA. 
    
10. Conflict. In the case of any conflict between the terms of this CSA and the Terms of Use, this CSA controls.
     
11. Governing Law and Disputes.  This CSA shall be governed by enforced and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without regards to its internal conflict of law principles.  Any dispute, controversy or claim arising out of or under this CSA shall first be negotiated by the parties.  
     
12. Assignment.  Innovator shall not assign this CSA, or any rights or obligations of this CSA, in whole or in part, without first obtaining written consent from Challenge Sponsor. 
     
13. Entire Agreement, Waiver, Severability, and Survival.  This CSA contains the entire agreement between the parties with respect to the subject matter.  A party’s failure to enforce a provision at one time shall not constitute a waiver of compliance with such provision, and a party’s waiver of a breach of any provision contained in the CSA shall not constitute a waiver of any other breach or of any subsequent breach of the same provision. No waiver, consent, modification, amendment or change of the terms contained in the CSA shall be binding unless made in writing and signed by both parties.  If any provision(s) of this CSA is found by a court of competent jurisdiction to be illegal or otherwise unenforceable, that finding shall not invalidate the whole CSA and the remaining provisions shall remain in full force and effect, and such invalid provision shall be deemed to be modified to be enforceable to the fullest extent permitted by law.  Any provision of this CSA which contemplates performance or observance subsequent to any termination or expiration of this CSA shall survive any termination or expiration and shall continue in full force and effect.  

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (“Agreement”) is entered into as of today (“Effective Date”) by and between between Duquesne Light Company, a Pennsylvania limited liability company, on behalf of itself and its affiliates (collectively, “Duquesne”), and you, the individual accessing the Confidential and Proprietary Information (defined below) and any single legal entity on behalf of which you are acting (“You” or “Your”). 

WHERAS, Duquesne wishes to protect and preserve the confidential and/or proprietary nature of information and materials and contracts that may be disclosed or made available to you in connection with the “Monitoring Electrical Cable Challenge” (the “Challenge”). 

WHEREAS, Confidential and Proprietary Information shall mean all information and materials received in any form or in any medium both oral, in writing and by demonstration, and whether disclosed on, before or after the date of the Agreement, whether or not indicated to be Confidential and Proprietary Information or marked as such at the time of disclosure, pertaining to Duquesne or the Challenge, including the terms of the Challenge Specific Agreement (CSA), (collectively, the “Confidential and Proprietary Information”).

NOW, THEREFORE, You, intending to be legally bound, agrees that any Confidential and Proprietary Information received from Duquesne shall be governed by the following terms and conditions:

1. For and in consideration of the disclosure and divulgence of the Confidential and Proprietary Information by Duquesne, You shall maintain the information secret and confidential and exercise the same care, but no less than reasonable care, to prevent the disclosure of such information as it exercises to prevent disclosure of its own proprietary and confidential information.
    
2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANOTHER AGREEMENT BETWEEN THE PARTIES, THE CONFIDENTIAL AND PROPRIETARY INFORMATION IS PROVIDED ON AN “AS-IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL WARRANTIES REGARDING ACCURACY, COMPLETENESS, CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
    
3. You shall not use the Confidential and Proprietary Information for any purpose other than in connection with the Challenge without prior written approval of Duquesne. You expressly agrees that without such prior approval, You shall not use any of the Confidential and Proprietary Information for any party other than Duquesne.
    
4. You shall not make copies, excerpt or in any way reproduce the Confidential and Proprietary Information, except as may be specifically required in furtherance of the performance of the Challenge with Duquesne without the prior written approval of Duquesne. Where reproductions are permitted in accordance with this paragraph, each reproduction shall be appropriately marked to show that it contains Confidential and Proprietary Information of Duquesne and shall contain all applicable copyright notices and proprietary legends, if any. You shall keep all such reproductions separately from its own documents and only at its usual premises.
    
5. Duquesne retains all rights, title and interest in and to the Confidential and Proprietary Information.
    
6. You warrant that, if receiving Confidential and Proprietary Information relating to:
   1. the Bulk Electric System (“BES”) and BES Cyber Assets and BES Cyber Systems, as defined by the North American Reliability Corporation (“NERC”);
   2. information relating to Critical Energy Infrastructure Information, as defined by the Federal Energy Regulatory Commission; or
   3. any other information relating to or describing Duquesne's electrical distribution and transmission infrastructure, including but not limited to the information on Duquesne’s transmission stations and substations and their associated primary control centers, that if rendered inoperable or damaged as a result of a physical attack could result in widespread instability, uncontrolled separation or cascading within an interconnection as defined under PJM Interconnection LLC or any other regional transmission organization's and/or NERC's Reliability Standards
      
      (collectively, the "Critical Infrastructure Information"), You and any employee, agent, representative or subcontractor who will have access to the Critical Infrastructure Information shall have received all required approvals from any applicable governmental agencies or other entities prior to accessing such Critical Infrastructure Information. 
       
7. You shall immediately notify Duquesne of any changes in the status of any employees or subcontractors with access to Confidential and Proprietary Information, including suspension, termination (including for cause terminations) or criminal activity that would be considered a potential concern to the reliability of Duquesne's operations and security. In the event an employee or a subcontractor ceases to be employed by You, You must immediately terminate the employee’s or subcontractor’s access to Confidential and Proprietary Information and shall cause such employee or subcontractor to immediately return or dispose of the Confidential and Proprietary Information. After the termination of the employment or contract, You shall ensure that its former employee or subcontractor will remain bound by the terms of this Agreement.
    
8. Upon the written request of Duquesne, You shall either return or destroy, in the manner reasonably required by Duquesne, the Confidential and Proprietary Information and all reproductions thereof in accordance with Duquesne’s instructions.
    
9. Nothing in this Agreement shall affect Your right to use and/or disclose to others any and all Confidential and Proprietary Information or any part thereof which:
   1. Is documented as being already known to the You without obligation of confidentiality;
   2. Is or becomes publicly known through no wrongful acts of You;
   3. Is contained in any issued patent or becomes published or otherwise generally known in Your trade through no wrongful act of You from the date it becomes published or generally known;
   4. Is received from a third party without restriction and through no wrongful act of You;
   5. Is independently developed by You; or
   6. Is approved for release by written authorization of Duquesne.
       
10. You agree to defend, indemnify and hold harmless Duquesne for any costs and expenses, including without limitation attorneys’ fees and expenses, resulting from Your, Your employees’ or subcontractors’ breach of its obligations hereunder and Duquesne’s actions to enjoin such breach and/or enforce its rights hereunder.
     
11. Notwithstanding anything to the contrary in this Agreement, You may disclose the Confidential and Proprietary Information if and to the extent required by law. You shall give prompt notice to Duquesne of such disclosure request as far in advance as practicable prior of making disclosure and assist Duquesne in restricting any disclosure required by law.
     
12. You hereby acknowledges that, due to the unique nature of the Confidential and Proprietary Information, Duquesne’s remedies at law may be inadequate and that Duquesne may suffer irreparable harm in the event of breach or threatened breach of any provision of this Agreement. Accordingly, in such event, Duquesne shall be entitled to seek preliminary and final injunctive relief without a requirement to post bond, as well as any and all other applicable remedies available to Duquesne at law or in equity, including the recovery of damages.
     
13. The obligations of confidentiality hereunder with respect to any Confidential and Proprietary Information shall continue for a period of five (5) years from the date of the last disclosure of Confidential and Proprietary Information under this Agreement, except that the following Confidential and Proprietary Information shall remain subject to the confidentiality obligations indefinitely:
    1. Critical Infrastructure Information; and
    2. Duquesne customer or employee information or data naming or identifying a natural person such as: (a) personally identifying information that is explicitly defined as a regulated category of data under any data privacy or data protection laws applicable to Duquesne; (b) non‑public information, such as a home address or email address, national identification number, passport number, social security number, driver's license number; (c) health or medical information, such as insurance information, medical prognosis, diagnosis information or genetic information; (d) financial information, such as a policy number, credit card number and/or bank account number; and/or (e) sensitive personal data, such as mother's maiden name, race, marital status, gender or sexuality.
        
14. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, except for its conflicts of law provisions. The courts of the Commonwealth of Pennsylvania shall have the exclusive jurisdiction over any disputes or controversy arising out or in connection to this Agreement.
     
15. You agree not to assign this Agreement without the prior written approval of Duquesne. Any purported assignment without such prior approval shall be null and void.
     
16. This Agreement may not be superseded, amended or modified except by written agreement.
     
17. Failure to enforce any provision of this Agreement, or any delay or omission exercising any right under this Agreement, will not constitute a waiver of that provision or right, or of any future enforcement of that provision or right, or of any other term of this Agreement.

IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. BY CLICKING THE "ACCEPT" BUTTON LOCATED ON THIS PAGE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT AND DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT CLICK THE "ACCEPT" BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE CONFIDENTIAL AND PROPRIETARY INFORMATION.  YOU SHOULD PRINT AND KEEP A COPY OF THIS AGREEMENT FOR YOUR RECORDS.