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16.2.5 SIRP Review. At SCE's or its affiliates', as the case may be, request, Implementer
<br />shall review the SIRP at least annually with SCE's or its affiliates', as the case may be,
<br />designated representatives to identify updates, changes or potential improvements; and
<br />a process to document these changes within ninety (90) days of any such changes.
<br />16.2.6 Document Retention. Implementer shall maintain all documentation relating to
<br />Security Incidents, whether in written or electronic form, including without limitation,
<br />their identification, processing and resolution, for two (2) years after final resolution of
<br />the Security Incident, including the final resolution of all claims arising out of the
<br />Security Incident.
<br />16.2.7 Indemnification for Security Incidents. Implementer shall, at its own cost, defend,
<br />indemnify and hold harmless SCE, its affiliates, officers, agents, employees, assigns
<br />and successors in interest, from and against any and all liability, damages, losses,
<br />claims, demands, actions, causes of action, costs, including attorney's fees and expense,
<br />fines or penalties, or any of them, resulting from any Security Incident. Any limitation
<br />of liability that may be in the Contract or Contract shall not apply to this Section
<br />16.2.7.
<br />Implementer shall ensure that its employees, agents and contractors that perform
<br />services for Provider in connection with the Contract are informed of and comply with
<br />these Security Incident provisions.
<br />17. CONFLICT OF INTEREST
<br />Implementer affirms that, to the best of its knowledge, there is no actual or
<br />potential conflict of interest between Implementer, its employees or their families,
<br />subcontractors, or business interests, and SCE. Implementer shall not hire any SCE
<br />employee or employee's spouse to perform any part of the Work. Implementer further
<br />affirms that it has set forth in its proposal for the Work: (a) all situations in which
<br />Implementer or an affiliated entity of Implementer has been or currently is an SCE
<br />Implementer, contractor, or employee; (b) all situations in which Implementer or an
<br />affiliated entity of Implementer has been or currently is in a joint venture arrangement or
<br />licensing relationship with SCE (other than an Energy Leader Partnership); and (c) any
<br />affiliated entity to which Implementer intends to subcontract any part of the Work.
<br />Implementer shall update such affirmations to SCE during performance of the Work
<br />within thirty (30) days following any change thereto.
<br />18. TIME IS OF THE ESSENCE
<br />Implementer hereby acknowledges that time is of the essence in performing its
<br />obligations under this Contract. Failure to comply with milestones and goals stated in this
<br />Contract, including but not limited to those set forth in Exhibit A of this Contract, may
<br />constitute a material breach of this Contract, resulting in its termination, payments being
<br />withheld, Implementer Budgets being reduced or adjusted, funding redirected by SCE to
<br />other programs or partners, or other Program modifications as determined by SCE or as
<br />directed by the Commission. All Work must be performed and completed by October 15,
<br />2012.
<br />20B-22
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