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"Governmental Approval" shall mean any license, consent, permit, approval or authorization of
<br />any person or entity, or any notice to any person or entity, the granting of which is required by
<br />applicable law, rule or regulation during the Term for the consummation of the transactions
<br />contemplated by this Agreement. Governmental Approvals include Board Approvals.
<br />"In -source" shall have the meaning set forth in Section 4.04.
<br />"Initial Agreement Expiration Date" shall have the meaning set forth in Section 3.01.
<br />"Interest" shall mean the commercial paper non-financial interest rate for the one-month
<br />commercial paper published in the then -current month's issue of the Federal Reserve Statistical
<br />Release G.13 (selected interest rates) at the applicable time.
<br />"IRC Agents" shall mean the agents, contractors and representatives of IRC, other than National
<br />and National Agents.
<br />"IRC Assets" shall mean all IRC assets, including the IRC Service Locations, all IRC Software and
<br />Equipment, the IRC Data, the AMR Meters and any rights and easements of IRC to access the
<br />AMR Meters.
<br />"IRC Data" shall mean all data and information of IRC or its customers, suppliers, contractors
<br />and other third parties doing business with IRC that is (1) submitted to National or National
<br />Agents by IRC or such customers, suppliers, 'Nationals or other parties in connection with this
<br />Agreement, including IRC PII, (2) submitted to IRC by National or National Agents in respect of
<br />the Services or (3) obtained, developed or produced by National or National Agents in
<br />connection with this Agreement, including, information relating to IRC's customers, employees,
<br />technology, meters, operations, facilities, consumer markets, products, capacities, systems,
<br />procedures, security practices, research, development, business affairs and finances, ideas,
<br />concepts, innovations, inventions, designs, business methodologies, improvements, trade
<br />secrets, copyrightable subject matter, patents and other intellectual property and proprietary
<br />information. IRC Data shall not include statistical data solely in respect of National's actual
<br />performance against the Service Levels under this Agreement presented in a manner that does
<br />not disclose any Confidential Information of IRC or from which Confidential Information of IRC
<br />can be derived.
<br />"IRC PII" shall mean all personally identifiable information of IRC's or its Affiliates' employees or
<br />customers provided to or acquired by National in connection with the Services.
<br />"IRC Project Manager" shall have the meaning set forth in Section 11.01.
<br />"IRC Proprietary Software" shall mean the Software and Related Documentation owned,
<br />acquired or developed by IRC (1) prior to the Effective Date and to which access by National is
<br />required in order for National to provide the Services, and (2) after the Effective Date and to
<br />which access by National is required in order for National to provide the Services.
<br />"IRC Service Location(s)" shall mean any IRC facilities or service locations.
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