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and if disclosed orally by either the Company, then the Company shall confirm the oral or visual disclosure that shall be considered Confidential Information in a written memorandum or e-mail transmittal to the Customer within thirty (30) days after such visual or oral disclosure and whether prepared by the Company or otherwise which is disclosed to the Customer or the Customer's agents in connection with this Master Agreement and including all reports, analyses, notes or other information that are based on, contain or reflect any such Confidential Information; however, Confidential Information shall not include the following: (a) information which is or becomes publicly available other than as a result of a violation of this Master Agreement; (b) information which is or becomes available on a non -confidential basis from a source which is not known to the Customer (after due inquiry) to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation to the Company; or (c) information which the Customer can demonstrate was legally in its possession prior to disclosure by the Company. The Company acknowledges that all undertakings by the Customer not to disclose Confidential Information are subject to the provisions of Florida Public Records Act, Chapter 119, Florida Statutes, as may be amended. 1.5 Customer means Indian River County, a political subdivision of the State of Florida. 1.6 Delayed Payment Rate means a rate of interest equal to one percent (1%) per month, which applies to unpaid Feasibility Study Price, Implementation Price and other amounts which the Customer may become obligated to pay to the Company under the terms of this Master Agreement. 1.7 Dispute means any dispute or disagreement that may arise between the Parties with respect to the interpretation of any provision of this Master Agreement, the performance of either Party under this Master Agreement, or any other matter that is in dispute between the Parties related to this Master Agreement. 1.8 ECO means an energy conservation opportunity identified by the Company at a specified Service Location. 1.9 Feasibility Study means the Services performed by the Company, including the preparation of a Feasibility Report, for the purpose of assisting the Customer in determining whether to proceed with Implementation Services for the installation and construction of particular ECO's at specified Service Locations. 1.10 Feasibility Study Price means the compensation to be paid by the Customer to the Company for conducting a Feasibility Study and issuing a Feasibility Report. 1.11 Feasibility Study Proposal means a written proposal within a Feasibility Study Authorization Form as described in Article 3, prepared by the Company in consultation with the Customer specifying the particular Services to be performed by the Company in conducting a Feasibility Study and preparing a Feasibility Report with respect to ECO's identified at specified Service Locations. 1.12 Feasibility Report means the written report which is issued by the Company to the Customer to summarize the Company's findings based upon a Feasibility Study of particular ECO's at specified Service Locations. 1.13 Final Acceptance Date means the date on which any Punch List items for an ECO(s) is determined by the Company and Customer as completed and stated as the effective date in the Notice of Final Acceptance. 1.14 Force Majeure Event means an event, including but not limited to, acts of God, fire, flood, windstorm, war, terrorism, sabotage, revolution, acts of any government or governmental agency, strikes or other labor difficulty, insurrection, riot, strikes, telecommunications failures, that neither the Company nor the Customer shall be considered to be in default in the performance of its obligations arising under this Master Agreement, except obligations to make payments with respect to amounts already accrued, to the extent that performance of any such obligation is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of, and not a result of the fault or negligence of, the affected Party. Page 2 of 20 Rev 08/15/08