Exhibit 10(c)9

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Georgia Power Company has requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Georgia Power Company has omitted such portions from this filing and filed them separately with the Securities and Exchange Commission. Such omissions are designated as “[***].”

AMENDED AND RESTATED SERVICES AGREEMENT

BETWEEN

GEORGIA POWER COMPANY, FOR ITSELF AND AS AGENT FOR OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, MEAG POWER SPVJ, LLC, MEAG POWER SPVM, LLC, MEAG POWER SPVP, LLC, ANDTHE CITY OF DALTON, GEORGIA, ACTING BY AND THROUGH ITS BOARD OF WATER, LIGHT AND SINKING FUND COMMISSIONERS

AND

WESTINGHOUSE ELECTRIC COMPANY LLC

AND

WECTEC GLOBAL PROJECT SERVICES INC.

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS	2
ARTICLE 2. INTERPRETATION	6
ARTICLE 3. TERM; CONDITIONS PRECEDENT	7
ARTICLE 4. SCOPE OF WORK	8
ARTICLE 5. OWNERS’ RESPONSIBILITIES AND RIGHTS; OVERSIGHT OF SERVICES	15
ARTICLE 6. IP DELIVERABLES	18
ARTICLE 7. CONTRACT RATES	20
ARTICLE 8. INVOICES AND PAYMENTS	20
ARTICLE 9. RECORDS; AUDIT	20
ARTICLE 10. DEFECTIVE SERVICES AND EQUIPMENT WARRANTY	21
ARTICLE 11. REPRESENTATIONS AND WARRANTIES	22
ARTICLE 12. TITLE AND RISK OF LOSS	24
ARTICLE 13. QUALITY ASSURANCE REQUIREMENTS	24
ARTICLE 14. CONFIDENTIAL AND PROPRIETARY INFORMATION	27
ARTICLE 15. CONTRACT ADMINISTRATION NOTICES	39
ARTICLE 16. INDEMNITY	40
ARTICLE 17. LIMITATION OF LIABILITY	43
ARTICLE 18. BENEFITED PARTIES	44
ARTICLE 19. DISPUTE RESOLUTION	44
ARTICLE 20. TERMINATION	45
ARTICLE 21. ASSIGNMENT	46
ARTICLE 22. GOVERNING LAWS AND REGULATIONS, VENUE, AND COMPLIANCE WITH LAWS	47

i

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

ARTICLE 23. EQUAL EMPLOYMENT OPPORTUNITY	49
ARTICLE 24. INSURANCE	50
ARTICLE 25. UNFORESEEABLE CONDITIONS	54
ARTICLE 26. CYBER SECURITY PROGRAM REQUIREMENTS	54
ARTICLE 27. COMPLIANCE WITH SITE AND SECURITY RULES AND POLICIES	55
ARTICLE 28. FITNESS FOR DUTY	58
ARTICLE 29. EMPLOYEE PROTECTION	59
ARTICLE 30. NO TOLERATION OF UNACCEPTABLE BEHAVIORS	60
ARTICLE 31. NON-ENGLISH SPEAKING SERVICE PROVIDER WORKERS	62
ARTICLE 32. COMMUNICATIONS	63
ARTICLE 33. MISCELLANEOUS	63
EXHIBIT A    SERVICES AND DIVISION OF RESPONSIBILITY
EXHIBIT B    DELIVERABLES
EXHIBIT C    RATES AND INVOICING
EXHIBIT D    FORM OF STAFF AUGMENTATION AGREEMENT
EXHIBIT E    FORM OF CONFIDENTIALITY AGREEMENT
EXHIBIT F    FACILITY IP LICENSE IN THE EVENT OF A TRIGGERING EVENT
EXHIBIT G    IP LICENSE
EXHIBIT H    SUBCONTRACTS AND PURCHASE ORDERS
EXHIBIT I    RATES FOR LEASED EQUIPMENT
EXHIBIT J-1     DAVIS-BACON ACT REQUIRED PROVISIONS
EXHIBIT J-2     DAVIS-BACON ACT WAGE DETERMINATION(S)
EXHIBIT J-3    HEAVY WAGE DETERMINATION

ii

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

EXHIBIT J-4     BUILDING WAGE DETERMINATION

EXHIBIT J-5     HIGHWAY WAGE DETERMINATION

iii

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

AMENDED AND RESTATED SERVICES AGREEMENT

THIS AMENDED AND RESTATED SERVICES AGREEMENT (“Agreement”) is made and entered into this 20^th day of July, 2017 (“Execution Date”), by and among GEORGIA POWER COMPANY, a Georgia corporation (“GPC”), for itself and as agent for OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, MEAG POWER SPVJ, LLC, MEAG POWER SPVM, LLC, MEAG POWER SPVP, LLC, and THE CITY OF DALTON, GEORGIA, ACTING BY AND THROUGH ITS BOARD OF WATER, LIGHT AND SINKING FUND COMMISSIONERS, as “Owners,” and WESTINGHOUSE ELECTRIC COMPANY LLC, a Delaware limited liability company having a place of business in Cranberry Township, Pennsylvania (“Westinghouse”), and WECTEC GLOBAL PROJECT SERVICES INC., a Louisiana corporation having a place of business in Charlotte, North Carolina (“WECTEC”). Westinghouse and WECTEC will be referred to collectively as “Service Provider.” Owners and Service Provider may be referred to individually as “Party” and collectively as the “Parties.”

WITNESSETH:

WHEREAS, Service Provider and GPC, for itself and as agent for the Owners, are parties to that certain Engineering, Procurement, and Construction Agreement dated April 8, 2008, as amended (“EPC Agreement”) to, among other things, design, procure, construct, test, and start up two new AP1000^® nuclear units, Units 3 and 4, at the Vogtle Electric Generating Plant in Waynesboro, Georgia (“Project”); and

WHEREAS, under the EPC Agreement, Service Provider acted as the prime contractor for engineering, procurement, and construction activities for the Project; and

WHEREAS, on March 29, 2017, Service Provider and certain of its affiliates and subsidiaries commenced cases (“Bankruptcy Cases”) under Chapter 11 of Title 11 of the United States Code before the United States Bankruptcy Court for the Southern District of New York (“Bankruptcy Court”); and

WHEREAS, Service Provider and the Owners entered into an Interim Assessment Agreement dated March 29, 2017 (as amended, the “Interim Agreement”); and

WHEREAS, following rejection of the EPC Agreement and termination of the Interim Agreement, Owners wish for Service Provider to provide certain technical support and construction support services in connection with the continued design, procurement, construction, testing, startup, and initial operation of the Project, and the Parties agree that Service Provider will do so only on a fully cost-reimbursable plus Fee basis, with its liability capped;

WHEREAS, the Parties entered into that certain Services Agreement, dated June 9, 2017 (the “Existing Services Agreement”);

1

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

WHEREAS, this Agreement, on the terms and subject to the conditions set forth herein, shall amend and restate, in its entirety, the Existing Services Agreement.

NOW, THEREFORE, in consideration of the premises and the terms and conditions set forth herein, the Parties agree as follows:

ARTICLE 1.         DEFINITIONS

1.1“Affiliates” means, with respect to any Party, any other Person that, as of the Effective Date or at any time thereafter, (a) owns or controls, directly or indirectly, the Party, (b) is owned or controlled by the Party, or (c) is under common ownership or control with the Party, where “own” means ownership of fifty percent (50%) or more of the equity interests or rights to distributions on account of equity of the Party and “control” means the power to direct the management or policies of the Party, whether through the ownership of voting securities, by contract, or otherwise.

1.2“ASME” means the American Society of Mechanical Engineers.

1.3“COL” means the combined licenses issued by the NRC pursuant to 10 C.F.R. Part 52 for Vogtle Units 3 and 4, respectively.

1.4“Corrective Action Program” or “CAP” means measures established to assure that conditions adverse to quality, including, but not limited to, failures, malfunctions, deficiencies, deviations, defective material and equipment, and non-conformances are promptly identified and corrected. The measures shall assure that the cause of the condition is determined and corrective action taken to preclude repetition. The Corrective Action Program shall comply with, among other things, NEI 08-02, “Corrective Action Processes for New Nuclear Power Plants During Construction” and is part of the Quality Assurance Program as defined in Section 13.1.

1.5“DCD” means the AP1000^® Nuclear Power Plant Design Control Document, as certified and approved by the NRC in 10 C.F.R. Part 52 Appendix D.

1.6“Deliverables” shall have the meaning set forth in Exhibit B (Deliverables).

1.7“Design Bases” shall have the meaning ascribed to it in 10 C.F.R. § 50.2.

1.8“Environmental Law” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; the Endangered Species Act, 16 U.S.C. §§ 1531- 1544 and all Laws (including implementing regulations) of any Government Authority having jurisdiction over the Project addressing the environment, human health, safety, natural resources,

2

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

plant and animal species, cultural and archeological resources or the use or release into the environment of any Hazardous Materials.

1.9“ERA” means the Energy Reorganization Act of 1974, as amended.

1.10 “Facility” means Vogtle Units 3 and 4 and the systems, structures and components that will be utilized by one or both Units.

1.11“Facility IP” shall have the meaning set forth in Exhibit F (Facility IP License in the Event of a Triggering Event).

1.12“Facility Purposes” has the meaning set forth in Section 14.4.

1.13“Fee” has the meaning specified in Exhibit C (Rates and Invoicing).

1.14“Financing Parties” means the lenders and financing institutions providing construction, interim and/or long-term financing for the Facility or any portion thereof, including any financing in the form of a synthetic lease or leveraged lease, and their assigns and a trustee or agent acting on behalf of the lenders or financing institutions. The U.S. Department of Energy, in its capacity as a guarantor of any indebtedness issued by any Owner, and any trustee or agent acting on behalf of the DOE, shall be deemed “Financing Parties.”

1.15“Fitness for Duty” or “FFD” means the fitness-for-duty programs, developed pursuant to 10 C.F.R. Part 26, that provide reasonable assurance that nuclear facility personnel are trustworthy, will perform their tasks in a reliable manner, are not under the influence of any substance, legal or illegal, that may impair their ability to perform their duties, and are not mentally or physically impaired from any cause that can adversely affect their ability to safely and competently perform their duties.

1.16“Government Authority” means a federal, state, county, city, local, municipal, foreign or other government or quasi-government authority or a department, agency, subdivision, court or other tribunal of any of the foregoing that has jurisdiction over Owners, Service Provider, the Facility or the activities that are the subject of this Agreement.

1.17“Governmental Approval” means an authorization, consent, approval, clearance, license, ruling, permit, tariff, certification, exemption, filing, variance, order, judgment, no-action or no-objection certificate, certificate, decree, decision, declaration or publication of, notices to, confirmation or exemption from, or registration by or with a Government Authority relating to the Facility.

1.18“Georgia PSC Certification Order” means the final, unappealable order issued by the Georgia Public Service Commission with respect to GPC’s application for certification of the recovery of the costs of the Units.

1.19“Hazardous Materials” means each substance designated as a hazardous waste, hazardous substance, hazardous material, pollutant, contaminant or toxic substance under any

3

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Environmental Law and any petroleum or petroleum products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls that have been released into the environment in concentrations or locations for which remedial action is required under any applicable Environmental Law.

1.20“Intellectual Property” or “IP” shall have the meaning set forth in Exhibit G (IP License).

1.21 “ITAAC” means the NRC inspections, tests and analyses and their associated acceptance criteria which are approved and issued for the Facility pursuant to 10 C.F.R. § 52.97(b).

1.22“Law” means (a) a constitution, statute, law, rule, regulation, code, treaty, ordinance, judgment, decree, writ, order, concession, grant, franchise, license, agreement, directive, guideline, policy, requirement, or any other governmental restriction or any similar form of decision of or determination by, or any binding interpretation or administration of any of the foregoing, by a Government Authority, whether now or hereafter in effect and (b) requirements or conditions on or with respect to the issuance, maintenance or renewal of a Governmental Approval or applications therefor, whether now or hereafter in effect, including, without limitation, the Licensing Basis, the Design Bases for the Facility and the COL.

1.23“Licensed IP” shall have the meaning set forth in Exhibit G (IP License).

1.24“Licensing Basis” means the ITAAC, COL, UFSAR (including, but not limited to, the plant-specific design-basis information defined in 10 C.F.R. § 50.2 documented therein) and other NRC rules, regulations, and requirements applicable to the Facility, including, but not limited to, the licensee’s written commitments for ensuring compliance with and operation within applicable NRC requirements and the Facility-specific design basis (including, but not limited to, all modifications and additions to such commitments that are docketed and in effect over the term of the COL). The Licensing Basis includes orders, license conditions, exemptions, and technical specifications.

1.25“Loan Guaranty Agreements” means the respective Loan Guarantee Agreements between the U.S. Department of Energy, as Guarantor, and MEAG, OPC, and GPC, respecting the Project.

1.26“NRC” means the United States Nuclear Regulatory Commission.

1.27“Nuclear Safety Culture” means the core values and behaviors resulting from a collective commitment by leaders and individuals to emphasize safety over competing goals to ensure protection of people and the environment, as defined in the NRC’s Safety Culture Policy Statement, 76 Fed. Reg. 34773 (June 14, 2011).

1.28“OSHA” means Occupational Safety and Health Administration.

4

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

1.29“OSHA of 1970” means Occupational Safety and Health Act of 1970, as amended.

1.30“OSHA Log” means OSHA’s Form 300, Log of Work-Related Injuries and Illnesses, required to be maintained pursuant to 29 C.F.R. § 1904.

1.31“OSHA Standards” means the OSHA and regulatory standards or state plan equivalent.

1.32“Owner Persons Indemnified” shall have the meaning set forth in Article 16.

1.33“Owners” means, collectively, GPC, OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation formed under the laws of the State of Georgia (“OPC”), MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, a public body corporate and politic and an instrumentality of the State of Georgia, MEAG POWER SPVJ, LLC, MEAG POWER SPVM, LLC, MEAG POWER SPVP, LLC, each a Georgia limited liability company (“MEAG”), and THE CITY OF DALTON, GEORGIA, an incorporated municipality in the State of Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners.

1.34“Owners’ Authorized Representative” means the Person who Owners designate in writing to act on behalf of Owners under this Agreement.

1.35“Ownership Agreement” means Plant Alvin W. Vogtle Additional Units Ownership and Participation Agreement dated April 21, 2006, as amended.

1.36“Person” means an individual, corporation, company, partnership, joint venture, association, limited liability company, trust, unincorporated organization, Government Authority or other entity.

1.37“Prime Rate” means, as of a particular date, the prime rate of interest as published on that date in The Wall Street Journal, and generally defined therein as “the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks.”

1.38“Project Controls” refers to those processes and work activities (e.g., scheduling, planning, cost control, coordination, etc.) performed in the course of construction management of the Project.

1.39“Project Schedule” means the integrated Project Schedule for the Project.

1.40“QA” means quality assurance.

1.41“Recoverable Costs” means the following: cancelation costs for all subcontracts and purchase orders listed on Exhibit H (Subcontracts and Purchase Orders) and subcontracts and purchase orders approved by Owners and executed by Service Provider after the Effective Date, demobilization costs, and other direct out-of-pocket costs that are permitted to be recovered by Service Provider under this Agreement and that are actually incurred by the Service

5

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Provider. For the avoidance of doubt, the definition of “Recoverable Costs” does include employee severance costs actually incurred and that are consistent with the Westinghouse and WECTEC severance programs that were effective immediately prior to the Westinghouse bankruptcy. The definition of “Recoverable Costs” does not include liabilities or damages arising from or related to Service Provider’s terminating or releasing employees as a result of Owners’ suspension or termination of this Agreement or Owners’ reduction, suspension or termination of Services under Section 4.3(b) (Changes to the Scope of Services After the Transition Period.)

1.42“Representatives” means officers, directors, employees, members, or other authorized agents.

1.43“Safety Program” means the comprehensive safety program that governs all of Service Provider’s activities at the Site in connection with its performance of the Services.

1.44“Services” means all services the Service Provider is obligated to perform pursuant to this Agreement.

1.45“Site” means the premises (or portion thereof) owned or leased by Owners on which the Facility is or will be located, including, but not limited to, construction laydown areas. “Site” shall not include the portions of the Vogtle site dedicated solely to Vogtle Units 1 and 2, except to the extent such portions are needed for access, ingress, egress, or will otherwise be impacted by construction or operation of the Facility.

1.46“SNC” means Southern Nuclear Operating Company, Inc.

1.47“Third Party” means a Person other than Owners, Service Provider, SNC or any of their Affiliates or employees.

1.48“UFSAR” means the Vogtle Units 3 and 4 Updated Final Safety Analysis Report, as amended and updated from time to time.

1.49“Unit” or “Units” means the electric generating plants, utilizing the AP1000^® standard design as certified by the NRC in Appendix D to 10 C.F.R. Part 52, that are to be constructed and operated as either Vogtle Unit 3 or Vogtle Unit 4.

ARTICLE 2. INTERPRETATION

2.1Titles, headings, and subheadings of the various articles and paragraphs of this Agreement are used for convenience only and shall not be deemed to be a part thereof or be taken into consideration in the interpretation or construction of this Agreement.

2.2Words importing the singular only shall also include the plural and vice versa where the context requires. Words in the masculine gender shall be deemed to include the feminine gender and vice versa.

6

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

2.3Unless otherwise stated or the context otherwise requires, any reference to a document shall mean such document as amended, supplemented or otherwise modified and in effect from time to time.

2.4Unless otherwise stated, any reference to a party shall include its successors and permitted assigns, and any reference to a Government Authority shall include an entity succeeding to its functions.

2.5Wherever a provision is made in this Agreement for the giving of notice, consent, agreement or approval by a person, such notice, consent, agreement or approval shall be in writing, and the words “notify” and “agreement” shall be construed accordingly.

2.6This Agreement and the documentation to be supplied hereunder shall be in the English language.

2.7All monetary amounts contained in this Agreement refer to the currency of the United States unless otherwise specifically provided.

2.8A reference contained herein to this Agreement or another agreement shall mean this Agreement or such other agreement, as they may be amended or supplemented, unless otherwise stated.

2.9Words and abbreviations not otherwise defined in this Agreement which have well-known nuclear industry meanings in the United States are used in this Agreement in accordance with those recognized meanings.

2.10Neither Service Provider nor Owners shall assert or claim a presumption disfavoring the other by virtue of the fact that this Agreement was drafted primarily by the other, and this Agreement shall be construed as if drafted jointly by Owners and Service Provider and no presumption or burden of proof will arise favoring or disfavoring a Party by virtue of the authorship of any of the provisions of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Agreement.

2.11The word “hereby,” “herein,” “hereunder” or any other word of similar meaning refers to the entire document in which it is contained.

2.12A reference to an Article includes all Sections and Subsections contained in such Article, and a reference to a Section or Subsection includes all subsections of such Section or Subsection including all exhibits referenced therein.

2.13All exhibits referred to in, and attached to, this Agreement are hereby incorporated herein in full by this reference.

7

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

ARTICLE 3. TERM; CONDITIONS PRECEDENT

3.1Effective Date; Term. Except as provided in Section 3.4, this Agreement shall become effective upon the satisfaction of the Conditions Precedent in Section 3.2 (such date being the “Effective Date”) and, unless earlier terminated in accordance with the provisions of this Agreement, shall remain in full force and effect for a term ending upon the completion of startup and testing and the commencement of sale of electricity of both Units.

3.2Conditions Precedent. Except as provided in Section 3.4, this Agreement shall not be binding unless and until each of the following conditions are satisfied (“Conditions Precedent”):

(a)Service Provider has rejected the EPC Agreement;

(b)Service Provider has obtained approval to enter into this Agreement from its Debtor-in-Possession lender;

(c)Service Provider has obtained an order from the Bankruptcy Court approving Service Provider’s rejection of the EPC Agreement and execution of this Agreement;

(d)Owners have obtained approval of this Agreement by the Department of Energy in accordance with the terms of the Loan Guaranty Agreements; and

(e)Service Provider has obtained approval for this Agreement from its Boards of Directors.

3.3Efforts to Satisfy Conditions. Commencing on the Execution Date, Service Provider and Owners shall use reasonable efforts to cause the satisfaction of the Conditions Precedent.

3.4Failure of Conditions Precedent. If for any reason the Conditions Precedent are not satisfied by sixty (60) days from the Execution Date, this Agreement shall be deemed null and void unless the time period is extended by mutual agreement of the Parties. At any time, if the Parties agree in writing that one of the Conditions Precedent cannot be satisfied, this Agreement shall be deemed null and void upon the date of the Parties’ written agreement.

3.5Effect of Prior Project Agreements. As of the Effective Date, all ongoing work performed by Service Provider in connection with the Project, regardless of whether such work was previously governed by the EPC Agreement or the Interim Agreement, shall be exclusively governed by this Agreement. Nothing in this Agreement shall constitute an amendment to, modification of or novation of the EPC Agreement. This Agreement is an independent agreement between Service Provider and Owners. Nothing in this Agreement shall constitute a waiver of any Party’s claims or right to make a claim or any Party’s defenses under the EPC Agreement or otherwise.

8

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

ARTICLE 4. SCOPE OF WORK

4.1Transfer of Control of Project. On the Effective Date, Service Provider shall transfer and Owners will assume control of the Site and project-level direction and control of the work required to complete the Facility, with ultimate decision-making and direction of all work residing in Owners subject to the terms of Article 13. For a period of ninety (90) days beginning on the Effective Date, Service Provider will provide engineering, procurement, and construction support services consistent with work currently being performed by Service Provider in connection with the Project, except as otherwise directed by Owners or agreed upon by the Parties (the “Transition Period”). During the Transition Period, Service Provider will support the transition of responsibilities to Owners or their designees, as directed, as efficiently and promptly as possible.

(a)Access and Resource Commitment. Service Provider shall (i) make commercially reasonable efforts to maintain current staffing and resource levels, except as expressly authorized by Owners with respect to transferred responsibilities and the process described in Section 4.1(e) (Staffing and Resource Assessment); (ii) maintain Owners’ access to on-Site and off-Site facilities, construction equipment, temporary construction facilities and systems, and materials to support continuation of work on the Project and the transition of Project Controls to Owners; and (iii) to the extent required under Section 4.1(f), maintain and provide Owners access to Service Provider’s IT network (on-Site and off-Site) in order to support continuation of work on the Project and transition of Project Controls to Owners. Owners agree to comply with Service Provider’s applicable Westinghouse policies required for infrastructure access and end use any time Owners access Service Provider’s IT network, provided that Service Provider will provide a copy of such policies to Owners on a timetable that supports Owners’ access. Service Provider warrants that it will not apply such policies to Owners in a manner that will unreasonably inhibit Owners’ access to Service Provider’s IT network as contemplated under this Agreement, or cause Service Provider to fail to provide the access otherwise required under this Agreement. Service Provider shall not amend any such policies in a manner that will unreasonably inhibit Owners’ access to Service Provider’s IT network as contemplated under this Agreement or cause Service Provider to fail to provide the access otherwise required under this Agreement.

(b)Transfer of Project Controls. Service Provider will support transition of the Project Schedule and Project Controls functions to Owners. The current integrated Project Schedule will be transferred in its native format (e.g., XER files). Following the transfer of the Project Schedule and Project Controls to Owners, Service Provider will provide ongoing Project Controls information to Owners to enable Owners to track the Project Schedule and costs.

(c)Subcontracts. Service Provider shall assume and assign to Owners or their designee, and Owners or their designee shall assume, the contracts listed on Exhibit H, Part A; provided that Owners may elect, by giving written notice thereof to Service Provider within a reasonable time prior to the entry of an order authorizing the

9

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

assumption and assignment of such contracts, not to accept any such contract, whereupon such contract will be removed from Exhibit H, Part A. Service Provider shall assume the contracts listed on Exhibit H, Part B as amended to include Owners as parties thereto, including the ability to exercise the rights and remedies thereunder and with a direct obligation to pay the counterparty for all liabilities thereunder; provided that Owners may elect, by giving written notice thereof to Service Provider within a reasonable time prior to the entry of an order authorizing the assumption of such contracts, not to have the Service Provider assume any such contract, whereupon such contract will be removed from Exhibit H, Part B. Owners shall be responsible for any amount required to be paid in order to assume such contracts. Owners agree to take such actions as may be required to obtain Bankruptcy Court approval of such assumptions. The terms “subcontracts” and “contracts,” as used within this Section 4.1(c), include and refer to subcontracts and purchase orders as listed on Exhibit H.

(d)Refinement of Services, Deliverables, and Schedule. During the Transition Period, Owners and Service Provider will further define (i) the Services that Service Provider will perform, (ii) division of responsibilities, (iii) the Deliverables; and (iv) the schedule for completion of Services and delivery of Deliverables to support the updated Project Schedule that will be developed by Owners with Service Provider’s input. The Services and Deliverables defined in accordance with this Section 4.1 will be consistent with the high-level descriptions of Services and Deliverables set forth in Exhibit A (Services and Division of Responsibility) and Exhibit B (Deliverables) and any other applicable requirements in this Agreement.

(e)Staffing and Resource Assessment.

(i) Service Provider will support Owners’ identification of on-Site and off-Site personnel, facilities, equipment, and infrastructure needed to support completion of the Project.

(ii) Throughout the term of this Agreement, Owners may, at Owners’ election, subject to applicable laws, rules and regulations, remove personnel from the Site for cause, and with reasonable notice where practicable. Owners may request relocation of Service Provider’s personnel to the Site, subject to Service Provider’s and the employee’s consent. In the case of relocation, Owners shall be responsible for reasonable relocation expenses (not to include any markup or additional fee).

(iii) Service Provider and Owners will work together to adjust current staffing to levels necessary to perform the Services under this Agreement. Owners shall not be responsible for employee severance or other employee separation costs, liabilities, or damages that result in any way from the staff reductions made during the Transition Period.

10

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

(iv) Certain of Service Provider’s personnel will work at the direction and control of Owners’ personnel (such Services referred to herein as the “Secondment Services”). The Secondment Services will be governed by the terms and conditions of a Staff Augmentation Agreement between Service Provider and Owners, a form of which is attached hereto as Exhibit D (Form of Staff Augmentation Agreement).

(v) Owners will have the right to offer employment to, hire, or offer another contractual arrangement to Service Provider’s employees and contract staff on-Site (subject to prior employment-related agreements between Service Provider and such personnel). Owners will have the right to offer employment to, hire, or offer another contractual arrangement to Service Provider’s employees and contract staff not working on-Site (subject to prior employment-related agreements between Service Provider and such personnel) only with the consent of Service Provider, which shall not be unreasonably withheld.

(vi) The terms of this Section 4.1(e) shall be effective during and after the Transition Period.

(f)Access to Project Management/Project Controls Information. Service Provider will make available and deliver as necessary to Owners in electronic format (where possible) data, documentation, and applications (including input files) necessary to support transition of the project management and the discrete scopes of work to be transferred to Owners. The information and data available to Owners will be that data and information required for Owners to (1) evaluate the status of the Project and work necessary for completion of the Project, (2) assume responsibility for scope previously performed by Service Provider (including historical information), and (3) perform project management functions. For the software applications required to fulfill items (1), (2), and (3) above, subject to applicable license restrictions, Service Provider will provide input files and data upon request and will work with Owners to evaluate which applications will be maintained by Owners for the balance of the Project and which will be maintained by Service Provider on Owners’ behalf (and with full Owners access). Except where unavailable, Service Provider will provide all information and data in the existing file format(s) used by the Service Provider where such format(s) is required to enable Owners’ use as contemplated herein. If such file format(s) is unavailable, Service Provider will work with Owners to provide information and data in a format that enables Owners’ use as contemplated herein. At Owners’ election and expense, this information and any other documentation/records agreed upon by the Parties will be transferred to a single Site document management system maintained by Service Provider or to Owners’ document management systems (e.g., CIMS, Documentum). The terms of this Section

11

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

4.1(f) shall continue after the Transition Period as necessary for Owners to complete the Project.

(g)Transfer of Program Responsibility. Service Provider will support the transition of control of the Site and the primary responsibility for the following Site-based programs to Owners: access; security; Fitness For Duty; Employee Concerns Program; communications; project accounting and finance; and such other safety, regulatory, or administrative programs as mutually agreed by the Parties. Service Provider will support transition to a single PI & CAP for the Site, which transition will include the development by the Parties of an interface protocol between Service Provider’s existing PI & CAP and Owners’ existing PI & CAP. The interface protocol will control, at a minimum, the provision of PI & CAP related documentation from Service Provider to Owners, the treatment of any existing open issues within Service Provider’s PI & CAP respecting activities which are not Services under this Agreement but nonetheless relate to the Site, and the systems and infrastructure which will be used for the single PI & CAP. Work performed by Service Provider under this section 4.1(g) is reimbursable.

(h)Transfer of Regulatory Permits. During the Transition Period, the Parties will identify the permits held by Service Provider that Owners require to complete the Project, and Service Provider will facilitate the transfer of those regulatory permits to Owners’ or Owners’ designee that are required to complete the Project.

(i)Insurance. Service Provider will provide a list of existing insurance policies related to the Project, facilities, and equipment within thirty (30) days of the Effective Date and maintain such policies until at least sixty (60) days after the Effective Date. Service Provider will support Owners’ efforts to obtain insurance coverage formerly held by Service Provider. Prior to cancellation of any existing insurance policies, Service Provider will provide prompt notice to Owners and at least within ten (10) days of knowledge that cancellation will occur.

(j)Service Provider will support other transition efforts reasonably requested by Owners, including but not limited to regulatory compliance (including but not limited to Georgia Public Service Commission and Securities Exchange Commission reporting or approval requirements), and coordination and cooperation with subcontractors, vendors, suppliers, and consultants.

(k)Service Provider may sell and Owners may purchase certain Service Provider facilities and/or construction equipment at the prices established by an independent valuation company mutually agreed upon by the Parties. Commencing on the Effective Date, Owners will lease certain construction equipment consistent with the terms of Exhibit C (Rates and Invoicing), subject to Owners’ election to stop using such equipment at any time during the term of this Agreement.

12

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

4.2Scope of Services. Service Provider will provide mutually agreed engineering, procurement, and construction support services, the categories of which are set forth in Exhibit A (Services and Division of Responsibility), as refined during the Transition Period, or otherwise agreed upon by the Parties.

4.3Changes to the Scope of Services after the Transition Period.

(a)Owners may desire additions to the scope of Services. Service Provider agrees to consider, in accordance with this Agreement, additions to the scope of Services which are related to the Services for the Project and which do not materially affect the nature of the Services or resource requirements of Service Provider.

(b)Owners, in their sole discretion, shall have the right to reduce or terminate certain Services or portions thereof at any time for their convenience by providing written notice to Service Provider at least fifteen (15) days in advance of the date of termination or other minimally necessary time period required to comply with the WARN Act, as measured from the date of written notice of termination, with respect to employees who are not performing Secondment Services. Following such notice period, Service Provider shall require its employees and subcontractors to cease work thereon, except to the extent otherwise required by the notice itself or by industry safety practices or applicable law, rules or regulations. Owners shall be obligated to pay amounts due, in accordance with Exhibit C (Rates and Invoicing) herein, for Services performed prior to Owners’ reduction notice and for any Recoverable Costs associated with such reduction or termination.

(c)Service Provider will not perform Services that it reasonably determines to be new or different or beyond those set forth herein and in Exhibit A (Services and Division of Responsibility) without prior written authorization from Owners’ Authorized Representative. To establish authorization for extra compensation for changes in the scope of Services, Service Provider will submit to Owners, in advance of performing the new or different Services, a proposal for the new or different Services, and will submit therewith such cost and schedule information as reasonably required for Owners to evaluate the proposal. Before beginning the new or different Services, Service Provider must secure written authorization from Owners. Service Provider agrees that it will not knowingly make any Claim for payment for new or different Services that Service Provider knew were not authorized in writing by Owners in advance of commencement of the performance of such Services.

4.4Schedule. Service Provider shall endeavor to perform Services under this Agreement in a timely manner in order to support the Project Schedule. However, as provided for in this Agreement, Owners have the responsibility for the Project Schedule, and Service Provider shall have no liability for Project delays, costs, claims, damages, or losses arising from delays to the Project Schedule. Upon becoming aware that any Services are expected to be completed more than thirty (30) days after the projected date set forth in the Project Schedule, Service Provider will notify Owners in writing of their Service affected and the cause. Service

13

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Provider agrees to make reasonable efforts to comply with Owners’ requests to accelerate or recover the Project Schedule.

4.5Qualification of Service Provider Personnel. Service Provider shall be properly licensed to perform that portion of the Services which require a professional license by law (e.g., engineering design work that must be performed by a licensed professional engineer) and shall be authorized and qualified to do business in all governmental jurisdictions in which the Services are to be performed and will maintain such licenses and qualifications as long as reasonably required to perform the Services. Upon reasonable advance written request of Owners, Service Provider shall furnish to Owners such evidence as Owners may reasonably require relating to Service Provider’s qualifications. The Parties agree that (1) Service Provider is not to be considered the constructor of the Project or otherwise responsible for the supervision of the construction of the Project, (2) that Service Provider may not be licensed as a contractor under the laws of the State of Georgia, (3) the Services being rendered under this Agreement do not constitute construction services under Georgia law, (4) the Services do not require a contractor’s license under Georgia law, and (5) Owners are not relying on Service Provider for any contractor license.

4.6Subcontractors. The Services to be performed by Service Provider hereunder shall not be subcontracted nor shall Service Provider procure consultants or other outside services and facilities without the prior written approval of Owners, which Owners may withhold or provide in their discretion. Notwithstanding the foregoing, Service Provider may subcontract its Services in whole or in part to an Affiliate of Service Provider without the prior approval of Owners; provided, however, with the exception of Mangiarotti, WesDyne, and Nuclear Parts Organization (“NPO”), any Services performed by an Affiliate of Service Provider shall be subject to the same pricing terms contained in Exhibit C (Rates and Invoicing) as if Service Provider had performed such Services directly. Owners will incur no duplication of costs or multiple markups as a result of any subcontract. With regard to Mangiarotti, WesDyne, and NPO, such Affiliates will be treated as third party subcontractors, and Owners shall have review and approval rights with regard to these subcontracts.

4.7Payment to Subcontractors and Vendors; No Liens. Service Provider shall be solely responsible for paying the subcontractors and vendors it engages on the Project. Service Provider shall obtain interim and final lien waivers in the forms provided by Owners from subcontractors and vendors. Service Provider shall provide Owners with copies of the lien waivers upon request. Service Provider shall notify Owners within five (5) days of receipt of knowledge of any liens filed against, or threatened to be filed against, the Facility, Site and/or equipment.

4.8Support for Governmental Hearings. Service Provider understands and acknowledges that as a result of its performance of this Agreement and the special knowledge it possesses, and in order to defend and explain the decisions, procedures and standards applicable to its furnishing or performing the Services, Service Provider may be called upon to appear at governmental and other hearings. At Owners’ expense, including but not limited to the cost of Service Providers’ reasonable legal fees, Service Provider agrees that it will appear in such

14

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

hearings when requested by GPC or Owners. At Owners’ expense, Service Provider will also assist GPC or Owners in the preparation of testimony, reports, or other documents required in any non-adverse lawsuits or governmental or other hearings when called upon to do so by GPC or Owners as part of the Services.

ARTICLE 5. OWNERS’ RESPONSIBILITIES AND RIGHTS; OVERSIGHT OF SERVICES

5.1Independent Contractor. In its performance under this Agreement, Service Provider is and will at all times act as an independent contractor. Subject to the requirements of this Agreement and Owners’ ultimate direction of the work required to complete the Facility, Service Provider will be free to perform the obligations of this Agreement by such methods and in such manner as Service Provider may choose, furnishing necessary labor, tools, equipment and materials, and taking the requisite steps to perform the Services appropriately and safely, having supervision over and responsibility for the safety and health of its Representatives while on Owners’ premises. Service Provider shall maintain control over and responsibility for its offsite tools, equipment and materials. No partnership, joint venture, agency or employment relationship is created by this Agreement, and Service Provider is not and will not act as an agent or employee of Owners except as required and designated by Owners for procurement. Service Provider’s Representatives have no right to participate in any of Owners’ employee benefit plans, including but not limited to the provision of health insurance under the Patient Protection and Affordable Care Act of 2010 (“ACA”), as a result of providing the Services. Service Provider shall be solely responsible for (i) payment of all compensation to its employees, (ii) the withholding of federal, state, and local taxes from such compensation and the payment of all such withheld amounts to the appropriate agencies or authorities, (iii) payment to the appropriate agencies or authorities of state unemployment insurance, federal unemployment insurance, FICA and state disability insurance, (iv) paying workers’ compensation insurance, and (v) providing the workers with all necessary and appropriate benefits including, without limitation, any health and welfare coverage required under applicable law, including, without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended or revised (“HIPAA”) or the ACA or other applicable federal and state health care requirements.

5.2Appointment of Agents. Owners have appointed GPC as their agent for all purposes under this Agreement pursuant to the Ownership Agreement, with the power and authority to bind Owners to their obligations herein. All obligations required under this Agreement to be fulfilled by the Owners will be performed by or at the direction of GPC, as agent for the Owners. Copies of the Ownership Agreement have been provided to and received by Service Provider. Owners will not materially change (in terms of the effect of any change on the agent’s authority with respect to this Agreement) the agency authority granted to GPC (or a successor agent) under the Ownership Agreement without Service Provider’s prior written approval not to be unreasonably withheld. GPC, acting for itself and as agent for the other Owners, has appointed SNC as agent for the implementation and administration of this Agreement. SNC is the exclusive licensed operator of Vogtle Units 1 and 2 and is the licensed operator of the Facility having exclusive control over licensed activities at the Facility.

15

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

5.3Owners’ Authorized Representative(s). Owners shall appoint Owners’ Authorized Representative(s) (and shall have the right to appoint a successor or replacement Owners’ Authorized Representative(s)) with whom Service Provider may consult at all reasonable times and whose written instructions, requests and decisions shall be binding upon Owners as to all matters pertaining to this Agreement. Service Provider shall have the right to rely upon a communication from Owners’ Authorized Representative(s) as a communication on behalf of all of the Owners and shall not rely upon any instruction or direction issued by any other representatives of Owners other than Owners’ Inspector as provided in Section 5.4.

5.4Owners’ Inspector. Owners reserve the right, but shall not be obligated, to appoint inspectors to follow the progress of the Services provided by subcontractors to the Service Provider (each, an “Owners’ Inspector”). Owners’ Inspectors shall be granted access to the Services being performed at vendor facilities as allowed in the respective subcontract or as required by law, and being performed at Service Provider facilities (not the Site) as reasonably requested and agreed to by Service Provider. Such access shall not be conditioned on Owners or Owners’ Inspector waiving the right to reasonably safe access and accommodations. Owners may, but are not obligated to, authorize an Owners’ Inspector to stop work, provide direction to Service Provider, or take other actions which are the right or responsibility of Owners under this Agreement. Owners will notify Service Provider in writing of the appointment of any Owners’ Inspector and the scope of the Owners’ Inspector’s authorization to bind Owners. All expenses incurred by Service Provider in connection with complying with the directives of Owners’ Inspector pursuant to this Section 5.4 shall constitute actual costs. Service Provider will in no event be considered in breach of any other provision of this Agreement due to its compliance with the directions of Owners’ Inspector unless such directions are known to the Service Provider to be outside the scope of the Owners’ Inspector’s ability to bind Owners.

5.5Project Metrics. Service Provider will provide information reasonably requested by Owners to enable Owners to evaluate applicable and relevant schedule and cost information for the Project. Whether or not a request has been made by Owners, Service Provider will promptly notify Owners of any event or circumstance of which Service Provider becomes aware which has a material adverse effect on the performance, cost or schedule of completion of the Services. Such project metric documentation and services include, but are not limited to, the following:

(a)Monthly Status Reports. On or before the tenth (10th) day of each month, Service Provider shall submit monthly Project reports in a form including such information as reasonably requested by Owners.

(b)Project Controls Information. Service Provider will provide all schedule and cost information in its possession and reasonably requested by Owners to enable Owners to track Project cost and schedule information.

(c)Schedule and Budgeting Plans. Thirty (30) days prior to the beginning of a calendar quarter, Service Provider will provide good faith estimated schedule information and cost-breakdowns, including supporting information as reasonably requested by Owners, for Services expected to be performed during the immediately

16

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

forthcoming quarter. Such estimates shall be broken down into specific categories of Services as reasonably directed by Owners. Within fifteen (15) days of receipt of Service Provider’s estimate, Owners may, with respect to Services in the immediately forthcoming quarter: (i) issue a hold on some or all Services (provided that Owners continue to pay Service Provider for all resources dedicated to the Project and affected by the hold period); or (ii) establish a budget cap applicable to the Services or a portion of the Services. Service Provider agrees that it will take commercially reasonable actions to avoid expending or incurring more than any Owner-issued budget cap, except with Owners’ prior written approval.

5.6Owners’ Access and Oversight Rights.

(a)In accordance with facility protocol and during reasonable times, Owners will have the right to have its personnel or other representatives (including Third Parties) oversee the performance of the Services in order to determine that the Services comply with the requirements of this Agreement and also to determine that the Services will be performed at a rate that is consistent with or as provided in the Project Schedule. Owners’ oversight shall not be deemed to: (i) be supervision by Owners of Service Provider; or (ii) relieve Service Provider of any responsibility for performing the Services in accordance with this Agreement. Owners may report to Service Provider any unsafe or improper conditions or practices observed at the job site for action by Service Provider in correction or enforcement.

(b)Upon receipt of reasonable notice, Owners shall have reasonable access to applicable parts of Service Provider’s and/or its subcontractors’ facilities engaged in performance of the Services, wherever located, at reasonable times and subject to the reasonable requirements of Service Provider or its subcontractors, and as necessary to enable Owners to monitor the performance of Services.

5.7Owners’ Approval Rights. Service Provider shall obtain Owners’ written approval (which may be provided by Owners’ Authorized Representative), which Owners may withhold or provide in their sole discretion, prior to taking any of the following actions:

(a)any change in the design of the Facility, based on an approval process to be defined by the Owners, with support of the Service Provider, to ensure effective control of design and execution of the work. Such process shall include definition of how approval shall be documented and recorded, as well as appropriate thresholds for approval requirements;

(b)any change in the means of performing the Services that will require a change to the Licensing Basis (regardless of whether such licensing change requires NRC approval); or

(c)modifying the means, methods, or schedule for Services such that Service Provider knows that the cost to Owners for the Services will materially increase.

17

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

5.8Right to Stop Work. Owners reserve the right to stop performance of any portion of the Services for any or no reason by providing Service Provider with a written stop work order from Owners’ Authorized Representative, provided that Owners continue to pay Service Provider for the resources to the extent allocated to the Project and directly affected by the stop work order, and the payment amount shall be commensurate with the percentage of allocation.

5.9Removal of Personnel. Subject to applicable laws, rules and regulations, Owners, for reasonable cause, have the right to require Service Provider to remove any employee, subcontractor, or subcontractor employee from the Site or from performing Services hereunder. Owners shall provide Service Provider the basis for the removal.

5.10Not Exclusive Dealings Agreement. This Agreement is not intended to be and shall not be construed to be an exclusive dealings agreement between Owners and Service Provider. Owners shall at all times, in their sole discretion, be free to self-perform any Services or have such Services performed by another party subject to and consistent with the IP licensing agreements in Exhibits F (Facility IP License in the Event of a Triggering Event) and G (IP License), provided that any associated reduction in Services will be only as provided in Section 4.3(b).

5.11Safeguards Information; Security Related Information.

(a)To the extent not previously provided, Owners shall review and approve all Service Provider Safeguards Information (“SGI”) and Security Related Information (“SRI”) control and access procedures for the Project and revisions and training requirements that could impact performance of Owners’ SGI activities prior to issuance or implementation. Service Provider shall perform a 100% Owners’ SGI inventory/accountability check annually. Notification shall be given to Owners prior to start of the inventory/accountability checks, and results from those checks shall be formally reported to Owners.

(b)Service Provider will maintain all SGI and SRI contained in Facility-related documentation and materials retained by Service Provider in accordance with applicable NRC regulatory requirements.

ARTICLE 6. IP DELIVERABLES

6.1Service Provider IP Deliverables. Throughout the term of this Agreement and as Services are performed, Service Provider will deliver certain Licensed IP in the form of documentation, drawings, Confidential and Proprietary Information, intellectual property, software, applications, databases, procedures, and manuals. The categories of IP Deliverables are set forth in detail in Exhibit B (Deliverables), which identifies the IP and other deliverables to be provided by Service Provider under this Agreement. Service Provider will deliver such Licensed IP to Owners electronically to enable Owners’ use of the IP Deliverables for Facility Purposes as set forth in this Agreement and in the IP License attached hereto as Exhibit G (IP License). Where available, Service Provider will deliver the “quality assurance record” (as that

18

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

term is defined in 10 CFR Part 50, Appendix B, XVII) of the Licensed IP, which is in .pdf format. When requested by Owners, Service Provider will also deliver the Licensed IP in .doc or .dwg format. Owners acknowledge that any Licensed IP delivered by Service Provider in .doc or .dwg format may contain errors and omissions, and are therefore being provided “as is, where is,” without warranty or any assurance of accuracy.

Nothing in this Section 6.1 shall restrict Owners’ right to receive or take possession of Facility IP pursuant to Exhibit F (Facility IP License in the Event of a Triggering Event). Except where provided in Exhibit F (Facility IP License in the Event of a Triggering Event), in no event will Service Provider be required to deliver to Owners the following categories of Licensed IP: (i) detailed design calculations and methodologies used to create Licensed IP; (ii) computer code input files and source codes; (iii) manufacturing technology and associated information; (iv) nuclear fuel design information; (v) safety analysis methodologies; and (vi) third party information which Service Provider does not have the contractual right to provide.

6.2Maintenance of Facility IP. Except to the extent expressly precluded by law or court order, and then only to the narrowest extent required by such law or court order, Service Provider will maintain Facility IP, including any Facility IP newly developed during the term of this Agreement, in a form that enables Service Provider to perform the Services and preserves Owners’ right under Exhibits F (Facility IP License in the Event of a Triggering Event) and G (IP License).

6.3Access to Facility IP. Regardless of whether certain Facility IP is deliverable under this Agreement, Westinghouse will provide Owners electronic access (except where electronic versions are unavailable or impractical for the required purpose) at the Site to the Facility IP, including but not limited to design calculations and all documents referenced or cited in the DCD and required to be incorporated into or referenced in the COL, as needed (i) to meet all applicable regulatory requirements and (ii) to exercise Owners’ oversight role (including participation in the design change process) (“Accessible IP”). The NRC will have the same access as Owners with respect to item (i) herein. Where Service Provider maintains electronic versions of Accessible IP, Service Provider will provide Owners’ personnel with access to read-only versions of such Accessible IP from workstations supplied by Service Provider for use on-Site and at Owners’ off-Site corporate offices. Owners’ access to Accessible IP will be available at any time, without the need for prior notice or authorization, with full implementation of this requirement to occur as soon as reasonably possible after the Effective Date. Owners will not copy or otherwise reproduce any Accessible IP. For Accessible IP that does not exist in electronic form, Service Provider will provide hard copies at the Site promptly upon Owners’ request.

6.4Facility IP Licenses.  Owners’ rights with respect to Facility IP shall be governed by the provisions of Exhibits G (IP License) and F (Facility IP License in the Event of a Triggering Event), which shall be executed in parallel to this Agreement and the terms of which are incorporated herein by reference. The sale or license of any Facility IP by Service Provider or its Affiliates shall not be free and clear of, or otherwise adversely effect, any license of Facility IP granted to Owners under the Agreement and Exhibits F (Facility IP License in the Event of a

19

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Triggering Event) and G (IP License), pursuant to Section 363 of the Bankruptcy Code or other applicable law.

ARTICLE 7. CONTRACT RATES

The rates charged to Owners for the Services are set out in Exhibit C (Rates and Invoicing).

ARTICLE 8. INVOICES AND PAYMENTS

8.1The requirements and processes applicable to invoices under this Agreement are set out in Exhibit C (Rates and Invoicing).

8.2Respective Payment Responsibility. Owners shall be severally, not jointly, liable for the payments due hereunder; provided, however, that GPC shall act on behalf of all Owners for purposes of the receipt of invoices and aggregating the payments received from the Owners prior to making payment in accordance with the provisions of this Agreement. Each individual Owner is responsible for that percentage of payments due hereunder that is equivalent to such individual Owner’s respective ownership interest percentage in the Project at the time such payment obligation accrues. In the event that an Owner does not pay in full the amount that is due from such Owner, and another Owner does not make such payment on behalf of such non-paying Owner, GPC shall notify Service Provider no later than the due date for the payment of the identity of the Owner(s) that did not pay in full and the amount of such shortfall in payment from such Owner(s).

ARTICLE 9. RECORDS; AUDIT

9.1Subject to Service Provider’s established records retention policy, Service Provider shall maintain and shall cause its subcontractors and vendors to maintain all technical documentation and other work product relative to the Services performed or provided under this Agreement throughout the term of this Agreement or for a longer period as required by applicable laws. If termination of this Agreement occurs prior to completion of the second Unit, Service Provider shall arrange for transfer of the lifetime quality records existing as of the date of the termination identified as Deliverables in Exhibit B (Deliverables) which Owners are required by NRC regulations or other applicable Law to retain as the NRC licensee for the Facility. The Service Provider may act as an authorized agent for retaining lifetime quality records in accordance with NQA-1-1994 as directed by Owners.

9.2Except to the extent applicable laws require a longer retention, Service Provider shall maintain and shall cause its subcontractors and vendors performing services to maintain complete accounting records relating to the Services performed or provided and reimbursements from Owners due under this Agreement for a period of three (3) years after termination or completion of the Services, or such longer period as required by Law.  Service Provider shall retain accounting records in accordance with generally accepted accounting principles in the United States, as set forth in pronouncements of the Financial Accounting Standards Board (and its predecessors) and the American Institute of Certified Public Accountants.

20

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

9.3In addition to the obligations in Sections 9.1 and 9.2, Service Provider shall maintain its records in compliance with the applicable provisions of 10 C.F.R. § 50.71 and other applicable laws until such time as Service Provider delivers such records to Owners in accordance with this Agreement.  At Owners’ request, Service Provider shall allow Owners to audit and inspect its records related to the Services performed or provided under this Agreement in order for Owners to assess, verify, or demonstrate compliance with 10 C.F.R. § 50.71 and other applicable federal regulations.

9.4At Owners’ expense, Owners’ third-party independent auditor will have the right not more than twice in a twelve month period to examine on Service Provider’s premises all reasonable information required by Owners to substantiate proper invoicing. Such audit will provide Owners with a reasonable opportunity to verify that all costs and charges have been properly invoiced in accordance with the terms of this Agreement.  In no event shall Owners have a right to demand an audit more than six months following the period to be audited. If an audit by the auditor reveals charges to or paid by Owners as charges or fees which are incorrectly charged, then Owners shall be entitled upon demand to a refund from Service Provider of such charges plus interest since the date of payment of the over-charges at a rate equal to the Prime Rate plus one percent (1%).  The limitation of liability in Section 17.2 shall not impair Owners’ entitlement to a refund under this Section 9.4. Notwithstanding anything in this Section 9.4 to the contrary, Owners shall not be restricted from any audit rights that they are required to have in order to comply with applicable laws, including without limitation the requirements of the NRC.

9.5Service Provider shall provide, and shall use commercially reasonable efforts to require its subcontractors and vendors to provide, reasonable assistance to Owners in responding to requests and inspections by any Government Authority for information in connection with the Services.

ARTICLE 10. DEFECTIVE SERVICES AND EQUIPMENT WARRANTY

10.1Professional Services. The Services under this Agreement which require a professional license under applicable law (e.g., engineering design work that must be performed by a licensed Professional Engineer) shall be performed (i) in a professional, prudent and workmanlike manner by qualified persons using competent, professional knowledge and judgment at the degree of skill and care customary to the nuclear power industry, and (ii) in accordance with Law, regulations, Licensing Basis, this Agreement, industry codes and standards. Subject to all limitations of Service Provider’s liability in this Agreement, in the event that any Services which are subject to this Section 10.1, and which are not Secondment Services, result in work product that is determined to be defective, such work shall be re-performed by Service Provider at Service Provider’s expense. Service Provider’s total liability for any claims under this section shall be limited to the insurance proceeds recoverable from a mutually agreeable professional liability insurance policy covering Service Provider and the Services.

10.2Non-Professional Services. Other labor Services provided under this Agreement which do not require a professional license under applicable law will be performed by qualified

21

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

personnel. For any such Services that are not Secondment Services that result in work product that is determined to be defective, Service Provider shall, at no cost to Owners, re-perform the Services.

10.3Under this Agreement, work product shall only be deemed “defective” if it (i) contains clear and material errors in calculations, dimensions, configurations, specifications, or quantifications which cannot be dispositioned use-as-is; (ii) was created in a manner known to be contrary to written NRC regulations; or (iii) was created in a manner known to be contrary to the Licensing Basis. No work product shall be deemed defective if it is performed in accordance with the standard of care set forth in Section 10.1 or is a result of exercise of reasonable professional judgment. Re-performance of the Services shall be Owners’ exclusive remedy and Service Provider shall not be responsible for any project costs or delays resulting therefrom.

10.4Service Provider agrees that, in the event of a dispute with Owners regarding whether a failure to comply with the above requirements and obligations in Sections 10.1 or 10.2 occurred, Service Provider will continue with the Services and take all action necessary to correct, perform, or re-perform the Services in accordance with Owners’ instructions to the extent allowed by law and reasonable professional judgment. Work performed under this section shall be invoiced and paid for in accordance with Exhibit C (Rates and Invoicing). No actions taken to remedy an alleged deficiency under this Section 10.4 shall prejudice Service Provider’s right to assert a Claim.

10.5Equipment Warranty.

(a)Third-Party Equipment. For any Facility equipment furnished through Service Provider, Service Provider shall (i) designate Owners as an express third-party beneficiary of such warranties, (ii) provide copies of all warranties and applicable contracts to Owners, and (iii) ensure that all available warranties are assigned to and operate for the benefit of Owners.

(b)Service-Provider Equipment. For any Facility equipment manufactured by Service Provider or its Affiliates and delivered after the Effective Date, Service Provider agrees to provide a commercially reasonable equipment warranty as is customary in the nuclear industry, subject to prior agreement by Owners to the terms of such warranty, which will be set forth in the procurement documents applicable to such equipment. This warranty shall be subject to the limitations of liability in Sections 17.1(a) and 17.2.

ARTICLE 11. REPRESENTATIONS AND WARRANTIES

11.1Representations, Warranties and Covenants of Service Provider. Service Provider represents and warrants to Owners as follows:

(a)Organization and Power. Each entity constituting Service Provider is a corporation, limited liability company, or partnership duly organized, validly existing and in good standing under the laws of the state of its formation. Each Service Provider

22

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

entity is duly qualified as a foreign entity authorized to do business and is in good standing in every jurisdiction that such qualification is required, except where the failure to be so qualified would not have a material adverse effect on such entity.

(b)Authority; Binding Effect. As of the Effective Date, Service Provider has all requisite power and authority to execute and deliver this Agreement and all related documents, as applicable, and to provide the Services. As of the Effective Date, all necessary action by the board of directors and stockholders of WECTEC and the manager and/or the members of Westinghouse required to have been taken by or on behalf of each by applicable law, their respective formation documents or otherwise, have been taken to authorize (1) the execution and delivery on their behalf of this Agreement, and (2) the performance of their respective obligations hereunder. This Agreement will constitute as of the Effective Date the valid and binding agreement of Service Provider, enforceable against Service Provider in accordance with its terms, except (1) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers, and (2) for the limitations imposed by general principles of equity.

(c)No Conflict, Approvals. The execution and delivery of this Agreement does not and will not, and the performance of the Services will not: (1) violate or conflict with the charter documents of either of WECTEC or Westinghouse, (2) to the best of Service Provider’s knowledge, conflict with or result in a violation of any permit, concession, franchise or license or any law, rule or regulation applicable to Service Provider or any of its properties or assets, except, in the case of clause (2), for any such breaches, conflicts or violations that would not reasonably be expected to have a material adverse effect on Service Provider and would not impair the ability of Service Provider to perform its obligations under this Agreement.

11.2Representations and Warranties of Owners. Owners represent and warrant to Service Provider as follows:

(a)Organization and Power. Each Owner is a corporation duly organized, validly existing and in good standing under the laws of the state of its formation. Each Owner is duly qualified as a foreign entity authorized to do business and is in good standing in every jurisdiction that such qualification is required, except where the failure to be so qualified would not have a material adverse effect on such entity.

(b)Authority; Binding Effect. GPC has all requisite power and authority to execute and deliver this Agreement and all related documents, as applicable. All necessary action by the board of directors, stockholders, and/or manager of each Owner required to have been taken by or on behalf of such Owner by applicable law, its formation documents or otherwise, have been taken to authorize (1) the execution and delivery of this Agreement on its behalf and on behalf of such Owner, and (2) the performance of its obligations hereunder. This Agreement constitutes or will constitute

23

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

when delivered to Service Provider, as applicable, the valid and binding agreement of Owners, enforceable against each Owner in accordance with its terms, except (1) as the same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers, and (2) for the limitations imposed by general principles of equity.

(c)No Conflict, Approvals. The execution and delivery of this Agreement does not and will not, and the performance of its obligations hereunder will not, (1) violate or conflict with the charter documents of Owners, or (2) subject to the consents specified in Section 3.2, constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any lien, third party right of termination, cancellation, material modification or acceleration, or loss of any benefit, under any contract to which Owners is a party or by which it is bound, or (3) conflict with or result in a violation of any permit, concession, franchise or license or any law, rule or regulation applicable to Owners, except, in the case of clauses (2) and (3), for any such breaches, conflicts or violations that would not reasonably be expected to have a material adverse effect on Owners and would not impair the ability of Owners to perform its obligations under this Agreement.

(d)Governmental Approvals. Except as set forth in Section 3.2, neither the execution and delivery by GPC of this Agreement nor the performance by GPC and Owners of their obligations hereunder will require any Governmental Approval, except where the failure to obtain such Governmental Approval would not reasonably be expected to have a material adverse effect on Owners and would not impair the ability of Owners to perform their obligations under this Agreement.

ARTICLE 12. TITLE AND RISK OF LOSS

Title and risk of loss to all equipment that will become a permanent part of the Project or will be installed in the Project, and as provided under this Agreement, passes to Owners upon tender of such equipment to the carrier.

ARTICLE 13. QUALITY ASSURANCE REQUIREMENTS

13.1    (a)    Service Provider currently has a quality assurance program(s), which will be used in the performance of Services under this Agreement and which has been accepted by the NRC (“Quality Assurance Program”).  Service Provider will maintain its Quality Assurance Program and any changes thereto shall meet the requirements of 10 C.F.R. Part 50, Appendix B and ASME NQA-1 – 1994; provided however that compliance with ASME NQA-1 – 2008, including NQA-1a-2009 Addenda will be considered to be compliant with ASME NQA-1 – 1994. Any changes to Service Provider’s Quality Assurance Program shall be submitted to and, if necessary, accepted by the NRC consistent with 10 C.F.R. 50.54(a) and accepted by Owners. 

24

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

(b)Service Provider’s Quality Assurance Program and associated policies and procedures shall address Service Provider’s Services, including without limitation systems, structures and components in a manner consistent with their classification with respect to their importance to nuclear safety (i.e., safety related, important to safety, non-safety related) or their importance to the capacity, operability and reliability of the Facility as classified in the Vogtle Units 3 and 4 UFSAR. 

(c)An interface document will be drafted and finalized prior to the conclusion of the Transition Period by the Service Provider and Owners to describe the interface between Service Provider and Owner Quality Assurance programs consistent with this Agreement.

(d)Service Provider’s Quality Assurance Program is subject to review and audit by Owners for compliance with 10 C.F.R. Part 50, Appendix B and ASME NQA-1 - 1994.  Owners’ right to direct the quality assurance Services shall only extend to the Quality Assurance Program procedures and manuals applicable to the Project. Direction given by Owners shall be Project-specific and shall not require Service Provider to modify its Quality Assurance Program in such a way that the modification would impact other projects or Service Provider activities not being undertaken in support of the Project.

13.2 (a)    Service Provider shall be responsible to perform the quality control and inspection Services to the extent specified by Owners as determined in the Transition Period.  The quality control and inspection activities will be consistent with the nuclear safety quality classification of the system, structure or component under evaluation. The Persons performing quality control functions for Service Provider shall report organizationally such that inspection activities are performed consistent with 10 C.F.R. Part 50, Appendix B and NQA-1-1994.

(b)    Nothing in this Section 13.2 shall prevent Owners from performing any quality control and inspection activities themselves or designating a Third Party to so perform, in accordance with Section 4.3(b) governing the reduction or elimination of certain Services or portions thereof. In the event that Owners provide notice that any quality control and inspection activities will be transitioned to Owners or to a Third Party, Owners will specify the Services necessary from Service Provider to support such transition; provided that inspection activities during and after such transition will continue to remain consistent with ASME NQA-1 and 10 C.F.R. Part 50, Appendix B requirements. Owners will compensate Service Provider in accordance with Exhibit C (Rates and Invoicing) for such Services, and Service Provider will perform the specified Services in support of such transition.

13.3 (a)    For purposes of the ASME Code, Service Provider shall be designated as Owners’ agent as referenced in the Nuclear Development ASME Quality Assurance Manual (“NDAQAM”).  Westinghouse and WECTEC have provided Owners with the documentation regarding their existing ASME QA programs and ASME N-stamp certificates as referenced in NDAQAM, in accordance with ASME requirements.  Westinghouse and WECTEC agree that they will maintain those programs and certificates as they exist as of the Execution Date of this Agreement and will not take any action that will alter their ASME status for purposes of the

25

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Services covered by this Agreement for the Project.  Westinghouse and WECTEC may update their ASME QA programs and certificates as required to maintain compliance with the ASME Code in accordance with 10 C.F.R. §50.54(a).

(b)Work performed at Vogtle Units 3 and 4, in accordance with this Agreement, which is subject to ASME Code shall be performed in accordance with Owners, Westinghouse and WECTEC ASME QA programs to meet the requirements of ASME Certificate Holder responsibilities. For the performance of ASME Code responsibilities, a specific ASME interface agreement will be maintained between the Parties.

(c)The Parties recognize that ASME QA programs and ASME N-stamp certificates involve significant time and effort to obtain, are important to the Project, and that it would cause immediate, significant impacts to Owners should Service Provider cease to maintain its ASME status or cease performing the Services governed by ASME QA and N-stamp requirements. In recognition of the unique nature of ASME QA programs and N-stamp certificate requirements, Service Provider agrees to provide Owners with notice, in writing, six (6) months before taking any action that would impact its ASME status or ceasing to perform the Services governed by the ASME QA and N-stamp requirements. If Service Provider has provided such notice and Owners request support, then the Service Provider agrees to provide the applicable Services as necessary to support the transition of ASME QA and N-stamp requirements to Owners or its Representative as directed by Owners.

13.4    Some of the Services performed under this Agreement may be subject to the provisions of 10 C.F.R. Part 21 and 10 C.F.R. § 50.55(e).  A copy of Service Provider notifications relative to this Agreement to the NRC pursuant to 10 C.F.R. Part 21 or 10 C.F.R. § 50.55(e), if any, shall be transmitted to Owners.  Service Provider will notify Owners of nonconformances reportable to the NRC as well as nonconformances judged not reportable to the NRC but which are considered to be a “Significant Condition Adverse to Quality” pursuant to ASME NQA-1 – 1994 and are relevant to the AP1000^® and the Project.

13.5    (a)    The Service Provider qualifies safety-related suppliers in accordance with the requirements in 10 C.F.R. Part 50, Appendix B and ASME NQA-1 – 1994 and maintains a list of these qualified suppliers. The Service Provider shall continue to maintain the qualification of the suppliers performing Services governed by this Agreement that are currently on Service Provider’s list of qualified suppliers. Suppliers who are no longer performing Services related to the Project may be removed from the list with Owners’ concurrence. Service Provider will provide (i) access pursuant to Section 13.6 for the qualified suppliers involved in the Services performed under this Agreement, and (ii) information described in Section 13.5(d) supporting Service Provider’s qualified suppliers list that Owners request in order to procure materials, components and/or services for the Project.

(b)    For those suppliers governed by Section 13.5 of this Agreement, the Service Provider will establish a method to communicate to Owners on an on-going basis current supplier status, for Project procurement activities, whether such procurement is performed by Owners, a Third Party, or Service Provider.

26

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

(c)    Owners may request Service Provider to provide auditing, evaluation or source verification Services for new or current suppliers for the Project, and Service Provider will provide such auditing or evaluation Services regardless of whether the new suppliers will be included on Service Provider’s list of qualified suppliers or on Owners’ list of qualified suppliers. These auditing, evaluation, or source verification Services will be completed at a mutually agreed upon time among Owners, the Service Provider and the supplier.

(d)    Service Provider shall perform all annual evaluations and audits that are part of the Services provided pursuant to this Section 13 in compliance with applicable Law. Service Provider shall not use a grace period pertaining to the same without Owners’ prior written approval which shall not be unreasonably withheld. Service Provider shall provide the quality records as required by the Owners’ quality assurance program to utilize these suppliers. Audit reports produced under agreement by Third Party sources (example NIAC) are prohibited by agreement to be provided to Owners. For such audit reports only, Owners may receive the outcome, i.e. qualification status, or may review the associated quality records at the Service Provider’s facilities pursuant to Section 13.6.

13.6    Owners’ Representative(s) shall be given reasonable access to Service Provider’s facilities and records for inspection and audit of the Quality Assurance Programs.  Service Provider shall use commercially reasonable efforts to ensure that all future procurement purchase orders and contracts prepared by Service Provider include provisions for access by Owners or their Representative(s) to Service Provider’s and vendors’ facilities and records for similar inspection and audit.

ARTICLE 14. CONFIDENTIAL AND PROPRIETARY INFORMATION

14.1As used in this Agreement, “Confidential and Proprietary Information” means the terms of this Agreement and any and all information, data, software, matter or thing of a secret, confidential or private nature identified as “confidential”, “proprietary” or the like by the Party which claims the information to be proprietary, relating to the business of the disclosing Party or its Affiliates, including matters of a technical nature (such as know-how, processes, data and techniques), matters of a business nature (such as information about schedules, costs, profits, markets, sales, customers, suppliers, the Parties’ contractual dealings with each other and the projects that are the subject-matter thereof), matters of a proprietary nature (such as information about patents, patent applications, copyrights, trade secrets and trademarks), other information of a similar nature, and any other information which has been derived from the foregoing information by the receiving Party; provided, however, that Confidential and Proprietary Information shall not include information which: (a) is legally in possession of a receiving Party prior to receipt thereof from the other Party; (b) a receiving Party can show by reasonable evidence to have been independently developed by the receiving Party or its employees, consultants, Affiliates or agents; (c) enters the public domain through no fault of a receiving Party or others within its control; or (d) is disclosed to a receiving Party by a third party, without restriction or breach of an obligation of confidentiality to the disclosing Party.

27

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

14.2Notwithstanding any prior agreements between the Parties governing the protection of Service Provider’s or Owners’ Confidential and Proprietary Information transferred or used in connection with the Project, including provisions in such prior agreements regarding the survival of the Parties’ confidentiality obligations in connection therewith, as of the Effective Date, the provisions of this Article 14 shall control the protection of all Confidential and Proprietary Information transmitted or used in connection with the Project regardless of whether such information was covered by a previous agreement between the Parties.

14.3Use and Protection of Owners’ Confidential and Proprietary Information.

(a)Title to Confidential and Proprietary Information provided by Owners to Service Provider and all copies made by or for Service Provider in whole or in part from such Confidential and Proprietary Information remains with Owners. Service Provider agrees that it will not, during or for fifteen (15) years after the term of this Agreement, disclose any Confidential and Proprietary Information of Owners and their Affiliates, which is provided to Service Provider during the performance of Services under this Agreement to any Person (other than subcontractors or vendors, as required for the performance of the Services, provided that such subcontractors or vendors agree in writing to be bound by the same obligation of non-disclosure and confidentiality as provided in this Section 14.3), or to the general public for any reason or purpose whatsoever without the prior written consent of Owners, and that such Confidential and Proprietary Information received by Service Provider shall be used by it exclusively in connection with the performance of its responsibilities relating to the Services to be performed hereunder. Notwithstanding the foregoing, the above fifteen (15) year period shall not apply to Confidential and Proprietary Information of Owners which is defined by Law as Owners’ trade secrets, which Confidential and Proprietary Information shall be maintained as confidential and proprietary by Service Provider as permitted under applicable Law. Nothing herein grants the right to Service Provider (or implies a license under any patent) to sell, license, lease, or cause to have sold any Confidential and Proprietary Information supplied by Owners under this Agreement. However, nothing herein shall prevent Service Provider from disclosing Confidential and Proprietary Information of Owners or their Affiliates as required by Law or an order of a Government Authority; provided that Service Provider shall, if Service Provider has adequate advance notice, give Owners reasonable notice so as to allow Owners to seek a protective order or similar protection. If, in the opinion of its legal counsel and in the absence of a protective order or waiver, Service Provider is legally compelled to disclose Owners’ Confidential and Proprietary Information, Service Provider will disclose only the minimum amount of such information or data as, in the opinion of its legal counsel, is legally required. In any such event, Service Provider agrees to use good faith efforts to ensure that the Confidential and Proprietary Information that is so disclosed will be accorded confidential treatment. In addition, Service Provider may, upon Owners’ written permission, which shall not be unreasonably withheld, and in accordance with the below, be authorized to receive and use certain Confidential and Proprietary Information of Owners for the limited use and purposes of performing or assisting in the performance of

28

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

start-up, commissioning, licensing and start-up maintenance services for other AP1000^® nuclear power plant owners. Any such request by Service Provider shall identify (i) the specifics of the Owners’ Confidential and Proprietary Information to be used, (ii) the specific use and purposes for which it is intended to be applied by Service Provider, including an explanation of why Service Provider requires Owner’s Confidential and Proprietary Information, (iii) whether Service Provider intends to disclose such information to Third Parties, and if so, the identity of such Third Parties, and (iv) Service Provider’s assurances that it will exercise reasonable efforts consistent with its efforts to protect against the unauthorized disclosure of its own Confidential and Proprietary Information, to preclude against the unauthorized disclosure or publication of Owner’s Confidential and Proprietary Information. Service Provider shall obtain written assurances from any Third Party recipients that they will not use, disclose or publish Owners’ Confidential and Proprietary Information except as expressly authorized by Owners for the limited use and purposes identified by Service Provider as required in (ii) above.

(b)In the use of any Confidential and Proprietary Information of the other Party for the purpose of providing required information to, and/or securing Governmental Approvals from, any Government Authority, Owners and Service Provider will cooperate to minimize the amount of such information furnished consistent with the interests of the other Party and the requirements of the Government Authority involved.

(c)Nothing herein shall prevent Service Provider from disclosing to the appropriate Government Authority any noncompliance or violation of Laws within the jurisdiction of such Government Authority.

(d)Should Service Provider discover a breach of the terms and conditions of a non-disclosure and confidentiality agreement with a Third Party to which it is permitted to disclose Owners’ Confidential and Proprietary Information under this Agreement, Service Provider will promptly notify Owners of such breach and provide to Owners necessary information and support pertaining to any suit or proceeding brought by Owners against Recipient for such breach.

(e)Owners shall not be responsible to Service Provider or Third Parties for the consequence of the use or misuse of Owners’ Confidential and Proprietary Information by Service Provider or Third Parties, and Owners make no warranties, express or implied, to the extent of any use or misuse of Owners’ Confidential and Proprietary Information by Service Provider or Third Parties.

14.4Protection of Service Provider’s Confidential and Proprietary Information

(a)Owners’ Use.

(i)Owners agree to use Confidential and Proprietary Information provided by Service Provider and copies thereof, including Licensed IP and

29

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Deliverables, solely for the purposes of Facility (and associated simulators) construction, testing, completion of ITAACs, start-up, trouble-shooting, response to plant events, inspection, evaluation of system or component performance, scheduling, investigations, operation, maintenance, training, repair, licensing, modification, decommissioning and compliance with Laws or Government Authorities (collectively, the “Facility Purposes”). Nothing herein grants the right to Owners (or implies a license under any patent) to sell, license, lease, or cause to have sold any Confidential and Proprietary Information supplied by Service Provider under this Agreement.

(ii)Title to Confidential and Proprietary Information provided by Service Provider to Owners and all copies made by or for Owners in whole or in part from such Confidential and Proprietary Information remains with Service Provider. Owners shall include Service Provider’s confidential or proprietary markings as provided by Service Provider on all copies thereof and excerpts made therefrom except with respect to excerpts made or used internally by Owners for Facility Purposes; provided, however, that Owners shall destroy any such excerpts which do not include Service Provider’s confidential or proprietary markings when no longer needed for the purpose for which they were made. Except as otherwise provided under this Section 14.4 or Section 14.5, Owners agree to keep such Confidential and Proprietary Information confidential, to use such Confidential and Proprietary Information only for the Facility Purposes and not to sell, transfer, sublicense, disclose or otherwise make available any of such Confidential and Proprietary Information to others (other than Affiliates and Representatives). However, nothing in this Article 14 shall prevent Owners from disclosing Confidential and Proprietary Information of Service Provider or its Affiliates as required by Law or an order of a Government Authority (including without limitation the COL and/or Georgia PSC Certification Order); provided that Owners shall, if Owners have adequate advance notice, give Service Provider reasonable notice so as to allow Service Provider to seek a protective order or similar protection. If, in the opinion of Owners’ legal counsel and in the absence of a protective order or waiver, Owners are legally compelled to disclose Confidential and Proprietary Information, Owners will disclose only the minimum amount of such information or data as, in the opinion of Owners’ legal counsel, is legally required. In any such event, Owners agree to use good faith efforts to ensure that Confidential and Proprietary Information that is so disclosed will be accorded confidential treatment.

(iii)Service Provider hereby grants to Owners and their Affiliates, officers, directors, employees, attorneys and Representatives who have a need for access to know such Confidential and Proprietary Information reasonably related to the exercise of any rights of the Owners hereunder a transferable (but only as part of the sale or transfer of the Facility or the operating responsibilities related thereto), royalty-free, fully paid up, irrevocable, nonexclusive, perpetual license to

30

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

use and copy Service Provider’s Confidential and Proprietary Information but only for the Facility Purposes (and for the associated simulators).

(b)Owners’ Disclosure to Third Party Recipients.

(i)The disclosure by Owners to Third Parties (hereinafter referred to as “Recipients” or “Recipient”) of Service Provider’s Confidential and Proprietary Information that has been furnished to Owners prior to or after the Effective Date of this Agreement, shall be governed exclusively by the provisions of this Agreement, and shall be made in accordance with the procedures and subject to the limitations set forth in Sections 14.4 and 14.5.

(ii)Owners shall enter into a Confidentiality Agreement with the Recipient substantially on the terms set forth in Exhibit E (Form of Confidentiality Agreement); provided, however, that the Owners may disclose such Confidential and Proprietary Information without entering into such agreements to those persons to which access is required by any Government Authority or as necessary in order to comply with Law, or, in the case of Owners that receive financing from or are subject to the rules or regulations of the U.S. Rural Utilities Service and the U.S. Department of Energy, such Owners may disclose such Confidential and Proprietary Information without entering into such agreements to the U.S. Rural Utilities Service and the U.S. Department of Energy. Any Recipient that has executed a confidentiality agreement or acknowledgement in a form attached to the EPC Agreement or agreement otherwise agreed to by Service Provider in connection with the provision of Confidential and Proprietary Information associated with the Project shall not be required to execute a new confidentiality agreement in the form of Exhibit E (Form of Confidentiality Agreement), it being agreed by the Parties that the confidentiality agreement or acknowledgment signed by such Recipient shall remain in effect for the purposes of and shall satisfy the requirements of, and be considered a Confidentiality Agreement under, this Article 14.

(iii)Should Owners discover a breach of the terms and conditions of a Confidentiality Agreement with a Third Party, Owners will promptly notify Service Provider of such breach and provide to Service Provider necessary information and support pertaining to any suit or proceeding contemplated or brought by Service Provider against Recipient for such breach.

(iv)Service Provider shall not be responsible to Owners for the consequence of the use or misuse of Service Provider’s Confidential and Proprietary Information by Third Parties. Service Provider makes no warranties, express or implied, to the extent of any such use or misuse of Service Provider’s Confidential and Proprietary Information by Third Parties.

31

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

(v)    Nothing herein shall prevent Owners from disclosing to the appropriate Government Authority any noncompliance or violation of Laws within the jurisdiction of such Government Authority.

(c)    Export Control.

(i)    Each Party agrees not to disclose, directly or indirectly transfer, export, or re-export any Confidential and Proprietary Information, or any direct or indirect products or technical data resulting therefrom to any country, natural person or entity, except in accordance with applicable export control Law.

(ii)     To assure compliance with the export control Laws and regulations of the United States government, specifically the U. S. Department of Energy export regulations of nuclear technology under 10 C.F.R. Part 810, the U.S. Nuclear Regulatory Commission export and import regulations related to nuclear equipment and material under 10 C.F.R. Part 110, and the U.S. Department of Commerce export regulations of commercial or dual-use technology under 15 C.F.R. Part 730 et seq. concerning the export of technical data or similar information to specific countries, locations, or entities, a Party shall not disclose or permit the disclosure, transfer or re-export, directly or indirectly, of any Confidential and Proprietary Information it receives hereunder that a receiving Party considers to be potentially subject to U.S. export control, or any product or technical data derived from such Confidential and Proprietary Information, except in compliance with such export control laws and regulations, which may be contingent on additional United States Governmental Approvals.

(iii)    Each Party shall cooperate in good faith with the reasonable requests of the other Party made for purposes of either Party’s compliance with such Laws and regulations. Service Provider acknowledges that Confidential and Proprietary Information which is subject to U.S. export control is contained within databases and/or servers located at the Site. Service Provider shall ensure that all Service Provider personnel granted access to the Site shall (a) not be included in any published lists maintained by the U.S. government of persons and entities whose export or import privileges have been denied or restricted and (b)either be a U.S. Person (defined as a U.S. citizen, lawful permanent resident, or protected individual under the Immigration and Naturalization Act of 8 U.S.C. § 1324b(a)(3)), person from a “generally authorized” country, the recipient of a “deemed export” authorization, or a person acting under continuance activities per the savings clause provision of 10 C.F.R. § 810.16(b), and Service Provider shall be required to maintain with Owner or obtain such authorizations as needed and comply with any and all corresponding reporting obligations. Nothing in this Section 14.4(c)(iii) shall limit Owners’ right to deny access to the Site to any Service Provider personnel where Owners determine that granting access would not comply with applicable Law. In the event the Parties agree that a formal

32

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

technology control plan or an additional server or database is needed to maintain appropriate management of Confidential and Proprietary Information subject to export control, the Parties shall cooperate to agree and implement such additional measures.

(iv)    Notwithstanding any other provisions in this Agreement, the obligations set forth in this Section 14.4(c) shall be binding on the Parties so long as the relevant United States export control Laws and regulations are in effect.

14.5Special Procedures Pertaining to Service Provider’s Confidential and Proprietary Information.

(a)Categories of Service Provider Information. The Parties acknowledge and agree that certain Confidential and Proprietary Information of Service Provider delivered to Owners under this Agreement in accordance with Exhibit B (Deliverables) as Licensed IP may be disclosed on a confidential basis without the prior consent of Service Provider (“Service Provider Disclosable Information,” as described in Section 14.5(b)), and that certain other Confidential and Proprietary Information of Service Provider delivered to Owners as Licensed IP may not be disclosed by Owners to any Third Parties without the prior consent of Service Provider (“Service Provider Non-Disclosable Information,” as described in Section 14.5(d)). Owners agree to abide by the provisions of this Section 14.5 governing the release of Service Provider’s Confidential and Proprietary Information.

(b)Service Provider Disclosable Information. Service Provider Disclosable Information consists of the following Confidential and Proprietary Information that has been developed by Service Provider, to the extent such information does not include Service Provider Non-Disclosable Information as described in Section 14.5(d), below:

(i) Descriptions of the plant, its components, or its systems (physical characteristics, general outline drawings, equipment lists, termination drawings, general arrangement drawings, electrical drawings, and basic schematic drawings);

(ii) Plant, component, or system data that can be measured by plant sensors;

(iii) Information that may be acquired by physical measurement, such as location, dimensions, weight and material properties;

(iv) Service Provider operating and maintenance manuals, and QA documentation;

33

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

(v) Erection and commissioning documentation such as installation and layout drawings, and control room panel assembly and location drawings;

(vi) Information or calculations directly developed using publicly available methods or data;

(vii) Final results of calculated information or input assumptions to calculated information such that calculations could be recreated by a Third Party using the Third Party’s own then-existing methods (excluding Service Provider-developed test or experience-based data, methodologies, correlations and models, which Service Provider will not release to the Owners);

(viii) Design specifications for non-safety related equipment and system specification documents (“SSDs”) for non-safety related systems with the exception of the following: (A) all design specifications for non-safety Instrumentation & Control (“I&C”) systems, and (B) SSDs identified for the systems listed below:

(1)    Chemical and Volume Control System

(2)    Data Display and Processing System

(3)    Diverse Actuation System

(4)    Incore Instrumentation System

(5)    Operation and Control Centers

(6)    Plant Control System

(7)    Main Turbine Control and Diagnostics System

(8)    Main Generation System

(9)    Special Monitoring Systems; and

(ix) Documents, materials, and underlying data created and provided under Section 5.5.

(c)Procedures for Release of Service Provider Disclosable Information. Service Provider Disclosable Information may be disclosed by Owners to Third Parties without prior notice to Service Provider, provided that such disclosure is exclusively for the Facility Purposes and provided that:

34

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

(i) Owners shall take reasonable steps to minimize the disclosure of Service Provider’s Confidential and Proprietary Information to only that information necessary for a Recipient to perform its contracted functions;

(ii) Owners shall execute a Confidentiality Agreement substantially in the form of Exhibit E (Form of Confidentiality Agreement) with the Recipient governing the disclosure of Service Provider’s Confidential and Proprietary Information consistent with Section 14.4(b)(ii);

(iii) Service Provider has the right to audit Owners’ records and the contents of any agreements (subject to Owners right to protect confidential and proprietary information of Owners and Third Parties) executed between Owners and a Recipient governing the disclosure of Service Provider’s Confidential and Proprietary Information; and

(iv) The provisions of Section 14.4(b)(iii), (iv) and (v) shall apply to such disclosure.

(d)Service Provider Non-Disclosable Information. Service Provider Non-Disclosable Information consists of the following information that has been developed by Service Provider:

(i) Calculation for safety-related equipment and systems;

(ii) Plant Design Model;

(iii) I&C functional system software and interface requirements and functional logic diagrams;

(iv) Design specifications and qualification reports for safety-related equipment;

(v) SSDs for safety related systems;

(vi) I&C architecture diagrams, I&C software verification and validation documentation, I&C testing procedures and test results;

(vii) Component data packages which include Manufacturing Deviation Notices, Certified Material Test Reports and Quality Releases (will typically be provided to the Owners in the final data package if the deviations exceed the official design/fabrication specifications); and

35

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

(viii) Information which contains confidential intellectual property of Service Provider’s subcontractors, vendors, or other Service Provider utility customers which is licensed to Service Provider and which Service Provider has the right to sub-license to Owners, or confidential intellectual property of Service Provider’s subcontractors or vendors licensed directly to Owners.

(e)Procedures Pertaining to Service Provider Non-Disclosable Information. Upon written request by Owners in accordance with the provisions of this Section 14.5(e), Service Provider shall consider the disclosure of Service Provider Non-Disclosable Information. The request shall identify the information requested to be disclosed, the work that is to be performed and the name of the intended Recipient. The request shall be in writing sent to Service Provider. The request shall be reviewed by Service Provider for acceptability for disclosure based on the principle, agreed to by Owners and Service Provider, that Service Provider has the right to protect its proprietary information in which it has made a substantial investment and which required substantial innovation, balanced against whether such disclosure would jeopardize such proprietary rights of Service Provider and the principle that Owners have the right to assure that services associated with maintenance and operation of the Facility are in all respects prudent, including cost, and thus may need to be performed by Third Party service providers. The determination of whether or not to disclose the information shall be made by Service Provider in its discretion based on the above principles and with an agreement that information can be adequately protected by requiring Third Party employees to work solely for the Project and to segregate information from the Third Party’s corporate servers and other Third Party employees. Service Provider shall make commercially reasonable efforts to respond within five (5) business days of receipt of a written request from Owners to disclose specific Service Provider Non-Disclosable Information. If, at the end of fifteen (15) business days following such receipt by Service Provider of a written request from Owners to disclose specific Service Provider Non-Disclosable Information, Service Provider has not rejected the request to disclose specific Service Provider Non-Disclosable information, such request shall be deemed accepted by Service Provider. If Service Provider agrees to the disclosure of such information, the specific information to be provided to the Recipient (subject to Owners’ right to protect Confidential and Proprietary Information of Owners and Recipient) shall be subject to review and approval by Service Provider and shall be governed by the terms of the confidentiality agreement with the Recipient substantially in the forms set forth in Exhibit E (Form of Confidentiality Agreement).

(f)Documents Containing Combined Information. Where a document marked “Confidential and Proprietary” or the like contains Service Provider Disclosable Information and Service Provider Non-Disclosable Information, Owners shall not disclose any Service Provider Non-Disclosable Information without Service Provider’s prior written consent. Owners shall have the right to:

36

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

(i) request Service Provider to prepare and verify the accuracy of a version of such document containing only Service Provider Disclosable Information;

(ii) request Service Provider to prepare and verify the accuracy of a document which contains the specific information requested by the Third Party service provider; or

(iii) itself extract the Service Provider Disclosable Information from such document and provide the Disclosable Information to the Third Party service provider in accordance with the procedures set forth in Section 14.5(c). All right, title and interest in Service Provider Disclosable Information contained in such document or material prepared by Owners remains with Service Provider and, for the avoidance of doubt, is hereby assigned to Service Provider. Owner shall make commercially reasonable efforts to give notice to Service Provider and access prior to disclosure of any extract of Service Provider Disclosable Information and will provide a copy of such upon Service Provider’s request.

Service Provider shall be reimbursed pursuant to Exhibit C (Rates and Invoicing) for the preparation and verification of documents for Owners under Section 14.5(f)(i) and (ii) above. Service Provider shall assume no liability for, and will not warrant the accuracy or validity of, any version of a document containing Service Provider Disclosable Information prepared by Owners pursuant to Section 14.5(f)(iii) above.

(g)Additional Procedures. Owners and Service Provider shall each designate a contact person for the purposes of administering the release of Service Provider’s Confidential and Proprietary Information. Owners’ contact person shall be responsible for (i) ensuring that an agreement is executed with the Recipient governing the disclosure of Service Provider Confidential and Proprietary Information consistent with Section 14.4(b) before the information is released and (ii) making formal requests to Service Provider for the release of information designated as Service Provider’s Non-Disclosable Information. Service Provider’s contact person shall be responsible for (i) handling and expediting responses to Owners’ requests for release of information not specifically designated as Service Provider Disclosable Information and (ii) conducting periodic reviews of Owners’ records listing the Recipients and purposes of disclosure of Service Provider Confidential and Proprietary Information.

14.6Software. Software provided to Owners by Service Provider shall be subject to the license provisions set forth in Exhibit G (IP License).

14.7Nothing in this Article 14 limits Owners’ rights pursuant to Article 6 or the Exhibit F (Facility IP License in the Event of a Triggering Event); provided that Owners will comply with the provisions of Article 6 or the Facility IP License in the Event of a Triggering Event, as applicable, with respect to the sharing of Confidential and Proprietary Information with

37

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

any third party. Each Party acknowledges that, during the term of this Agreement, it may have access to Confidential and Proprietary Information of the other Party and its Affiliates, including Third Party proprietary information, which represents a substantial investment. Unless the disclosing Party agrees otherwise in advance and in writing, or unless provided otherwise in this Agreement, the receiving Party agrees that it will limit access to such Confidential and Proprietary Information, including Third Party proprietary information, to its directors, officers, employees, and Representatives, who require the information in connection with activities under this Agreement. 

(a)Each receiving Party agrees to exercise reasonable efforts, consistent with or better than the efforts that it exercises to protect information of its own that it regards as confidential or proprietary, to keep such Confidential and Proprietary Information in confidence and not to copy or permit others to copy or access the information or disclose, redistribute, or publish the same to unauthorized persons. 

(b)Each receiving Party agrees that, except where Service Provider elects to do so in order to utilize service support located outside the United States, disclosing Party’s Confidential and Proprietary Information will exclusively be stored, processed, accessed and/or viewed in or from United States data centers and receiving Party will not export any such Confidential and Proprietary Information nor allow access by any foreign national contrary to the laws of the United States. The release of any Confidential and Proprietary Information to receiving Party will be subject to and in accordance with any applicable laws, including applicable United States export laws and regulations (if any).

(c)Each receiving Party acknowledges and agrees that any disclosure or use of the disclosing Party’s Confidential and Proprietary Information, except as otherwise authorized herein or by disclosing Party in writing, would be wrongful and cause immediate and irreparable injury to disclosing Party or to any third party owner whose Confidential and Proprietary Information is under disclosing Party’s care and custody and agrees to cooperate with disclosing Party in obtaining an injunction if necessary to prevent further disclosure thereof.

(d)Each receiving Party agrees to immediately notify disclosing Party of any unauthorized disclosure or use or any such Confidential and Proprietary Information of which receiving Party becomes aware, and receiving Party will be liable to disclosing Party for any such unauthorized disclosure or use of such Confidential and Proprietary Information.

14.8Special Recipients.

(a)The Parties acknowledge that Owners and the owners and operators of the V.C. Summer project (“VCS Owners”) may be working closely together on their respective AP1000^® projects. Owners and VCS Owners may coordinate with, undertake joint work initiatives with, share information with, or make similar arrangements whereby Owners and the VCS Owners are seeking alignment, cost sharing, efficiency, or

38

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

otherwise combining their efforts. Owners and the VCS Owners will have the right to discuss and share Confidential and Proprietary Information for purposes of discussing the Vogtle or V.C. Summer projects. For purposes of this Article 14, the VCS Owners will not be considered third parties but will be treated in the same manner as Owners’ employees.

(b)For credit rating agencies (e.g., S&P, Moody’s) and any financial institution, bank, or Government Authority that is a lender or guarantor for any Owner(s), Owners shall have the right to disclose certain non-technical Confidential and Proprietary Information of Service Provider without requiring the Recipient to execute a non-disclosure agreement. The non-technical Confidential and Proprietary Information referred to in this section includes, by way of illustration and not limitation, this Agreement, status reports relating to the Project schedule and estimated Project costs, paid-to-date information, cost estimates, and agreements with respect to the assignment or potential assignment of this Agreement; provided, however, that Owners have reasonable assurance from the agency, institution, bank, or entity that the Confidential and Proprietary Information will receive confidential treatment.

ARTICLE 15. CONTRACT ADMINISTRATION NOTICES

All notices specifically related to the terms and conditions of this Agreement or otherwise required under this Agreement shall be effective only at the time of receipt thereof and only when received by the Parties to whom they are addressed at the following addresses:

If to Owners:

Georgia Power Company

Attn: David L. McKinney, Vice President-Nuclear Development

241 Ralph McGill Blvd., NE

BIN 102321

Atlanta, GA 30308

Email: dlmckinn@southernco.com

Southern Nuclear Operating Company, Inc.

Attn:   Mark D. Rauckhorst

           Executive Vice President-Vogtle 3/4 Construction

7825 River Road

BIN 63031

Waynesboro, GA 30830

Email: mdrauckh@southernco.com

Balch & Bingham LLP

Attn: M. Stanford Blanton

1710 Sixth Avenue North

Birmingham, AL 35203

Email: sblanton@balch.com

39

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

If to Service Provider:

Westinghouse Electric Company LLC

Attn:   Michael T. Sweeney, Senior Vice President

           & General Counsel

1000 Westinghouse Drive

Cranberry Township, PA 16066

Email: sweenemt@westinghouse.com

WECTEC Global Project Services Inc.; Westinghouse Electric Company LLC

Attn: David Durham, President WECTEC; Senior Vice President New Project Business

3735 Glen Lake Drive

Charlotte, NC 28208

Email: durhamdc@westinghouse.com

ARTICLE 16. INDEMNITY

16.1Service Provider Indemnity.  Except with respect to a Nuclear Incident, as that term is defined under the Atomic Energy Act of 1954, as amended (the “AEA”), Service Provider shall indemnify, hold harmless and defend Owners, their present and future Affiliates and the respective directors, officers, employees, representatives, agents, shareholders, attorneys, successors and assigns of each of them and all persons or entities claiming through them (collectively referred to as “Owner Persons Indemnified”), from and against (i) all third party claims associated with any injury of or death to natural persons or damage to or destruction of third party property to the extent that such injury, death or damage is proximately caused by or arises out of the negligence or willful misconduct of Service Provider in the performance or prosecution by Service Provider or its Representatives of the Services hereunder; (ii) any violation of Law to the extent such violation of Law is made by Service Provider, its subcontractors, or the Representatives of either acting within the scope of their employment; (iii) any and all claims, demands, causes of action, damages, liabilities, losses, penalties, costs and expenses (including reasonable attorneys’ fees) associated with (A) the release on or from the Site or any other location of any Hazardous Materials to the extent caused by the negligent acts or negligent omissions or willful misconduct of Service Provider, its subcontractors, or their Representatives acting within the scope of their employment, or (B) contamination of the environment or injury to natural resources resulting from Hazardous Materials to the extent caused by the negligent acts or omissions or willful misconduct of Service Provider, its subcontractors, or their Representatives acting within the scope of their employment; and (iv) any and all claims, losses, damages, liabilities, legal fees and expenses resulting from or arising in connection with any failure of Service Provider, its subcontractors, or their Representatives to pay salaries or wages, payroll taxes and employee benefits, or to withhold appropriate taxes. The Parties agree that the indemnity obligations of this section do not apply to any claims, demands,

40

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

causes of action, damages, liabilities, losses, penalties, costs and expenses caused by acts or omissions of Service Provider employees seconded to Owners.

16.2Owners’ Indemnity. Owners shall indemnify, hold harmless and defend Service Provider, its present and future Affiliates and the respective directors, officers, employees, representatives, agents, shareholders, attorneys, successors and assigns of each of them and all persons or entities claiming through them (collectively referred to as “Service Provider Persons Indemnified”), from and against (i) all third party claims associated with any injury of or death to natural persons or damage to or destruction of third party property to the extent that such injury, death or damage is proximately caused by or arises out of the negligence or willful misconduct of Owners or their Representatives in the performance or prosecution by Owners or its Representatives of work related to the Project; (ii) any violation of Law to the extent such violation of Law is made by Owners or their Representatives in the performance or prosecution by Owners or their Representatives of work related to the Project; (iii) any and all claims, demands, causes of action, damages, liabilities, losses, penalties, costs and expenses (including reasonable attorneys’ fees) associated with (A) the Release on or from the Site or any other location of any Hazardous Materials to the extent caused by the negligent acts or negligent omissions or willful misconduct of Owners or their Representatives in the performance or prosecution by Owners or their Representatives of work related to the Project, or (B) contamination of the environment or injury to natural resources resulting from Hazardous Materials to the extent caused by the negligent acts or omissions or willful misconduct of Owners or their Representatives in the performance or prosecution by Owners or their Representatives of work related to the Project; (iv) all third-party claims of delay, additional work, or other commercial claims, in all such cases arising after the Effective Date, by any third-party contractor having privity with Owners and performing work related to the Project, or by such contractor’s subcontractors, vendors or suppliers, performing work related to the Project; and (v) all third-party claims of delay, additional work, or other commercial claims, in all such cases arising after the Effective Date, by any third-party contractor having privity with Service Provider under a subcontract or purchase order listed on Exhibit H, Part B or a subcontract or purchase order the Owners direct the Service Provider to assume to permit Service Provider to perform the Services hereunder, or by such contractor’s subcontractors, vendors or suppliers, performing work related to the Project. This Owners’ indemnity obligation shall not apply to any claim arising out of Service Provider’s, its subcontractors’, or their Representatives’ (a) failure to comply with applicable Law, (b) reckless or intentionally wrongful conduct, including activities or actions that Service Provider knows are contrary to Owners’ written direction or position, which are not contrary to Law or the terms of this Agreement, or (c) actions other than those taken pursuant to this Agreement.

16.3Notice of Third Party Claims.  If any Person that is not a Party to this Agreement or an Affiliate of a Party to this Agreement notifies any Persons Indemnified with respect to any matter that may give rise to a claim for indemnification against Service Provider or Owners under this Agreement, then the Persons Indemnified shall promptly notify the indemnifying Party of all relevant details thereof then known to the Persons Indemnified.  In the event that the Persons Indemnified fails to give prompt notice as stated above, the obligation to indemnify shall

41

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

be waived to the extent that said notice failure causes actual and material prejudice to the indemnifying Party’s ability to defend the claim for which indemnity is requested. The Party providing the indemnity of any third-party claim shall have control of the defense of indemnified claims including the selection of defense counsel and settlement of all indemnified claims.

16.4Intellectual Property Infringement.

(a)Service Provider shall indemnify, hold harmless, release and defend Owner Persons Indemnified from all losses which may be incurred on account of alleged or claimed infringement of any United States patent or United States copyright, or misappropriation of any trade secret, trademark rights, proprietary rights or other intellectual property rights of any third party, arising out of the performance of Services by Service Provider. Owners shall promptly notify Service Provider of such claims, suits and actions in writing and Service Provider shall pay all costs, expenses, settlements and/or judgments resulting therefrom.

(b)If a claim of infringement or misappropriation is made, Service Provider may, and if the Services provided hereunder by Service Provider are held by a court of competent jurisdiction to constitute an infringement or misappropriation of any United States patent or United States copyright, trade secret, trademark rights, proprietary rights or other intellectual property rights of any third party, and if the use of said Services is enjoined, Service Provider shall, at its sole expense, either:  (a) procure for Owners the right to continue using said Services; or (b) modify the infringing Services so they become non-infringing, to the extent reasonably possible without diminishing the capability and capacity of the Services.  In the event the above alternatives are unavailable to Service Provider, then, with the approval of Owners, Service Provider shall seek alternate ways and means to provide such Services for which it is obligated under this Agreement so long as such alternate means are reasonably acceptable to Owners. 

(c)Notwithstanding the above, Service Provider shall not compromise or settle any claim, action, suit or proceeding in which Owners are named without Owners’ prior written consent, which consent shall not be unreasonably conditioned, delayed or withheld unless such settlement provides for the payment of money only by Service Provider and provides for a full, complete and unconditional (other than ceasing Services) release of Owners.

(d)The foregoing indemnity shall not apply in situations where (i) the Services are furnished in accordance with designs supplied by Owner or to the extent any Service furnished hereunder is modified or combined by Owner or others with items not furnished hereunder, or (ii) Owners use the Services of Service Provider contrary to written instructions from Service Provider that specify in detail the use or uses of such Services which will constitute an infringement of any United States patent or United States copyright, or the violation of any trade secret, trademark right, proprietary right or other intellectual property right of any third party. In the event a suit or proceeding is brought against Service Provider as a result of such Owners’ design modification or combination, or actions not approved by Service Provider, Owners will indemnify and hold Service Provider harmless to the same extent as

42

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Service Provider has agreed to indemnify and hold Owners harmless hereunder; provided that Owners’ indemnity obligations under this Section 16.4(d) will not be limited by Section 17.4.

(e)Any indemnities associated with third-party software shall be governed by the terms of the license agreements associated with such third-party software.

ARTICLE 17. LIMITATION OF LIABILITY

17.1Limitations Applicable to Warranty Work.

(a)Equipment Warranty Cap. Service Provider’s cumulative aggregate liability under all warranties applicable to Service Provider-manufactured equipment in Section 10.5(b) shall be five million dollars ($5,000,000).

(b)Professional Services Warranty Cap. Service Provider’s liability for re-performance or repair in relation to defective professional services under Section 10.1 herein shall be limited to the insurance proceeds recoverable under the professional liability coverage required by Article 24.

17.2Service Provider’s cumulative aggregate liability to Owners under or related to this Agreement for any and all claims, losses, re-work warranty obligations, expenses, damages, suits, judgments, fines, penalties, or liabilities of any kind arising out of or in connection with this Agreement shall not exceed the total amount of the Fee paid to Service Provider as of the date the liability arose under this Agreement; provided, however, that the foregoing limitation in this Section 17.2 shall not apply to the following, which shall not be considered in determining whether such aggregate liability cap has been exceeded: any loss or damage, to the extent insurance proceeds are available from the insurance required under this Agreement, it being the Parties’ specific intent that the limitations of liability hereunder shall not relieve the insurer’s obligation for such insured risks.

17.3Except for breaches of Article 14 or use of Intellectual Property outside the permissible license scope, under no circumstances shall either Party be liable to the Persons Indemnified of the other Party for consequential losses or damages, including, but not limited to, in the character of (a) loss of use of power systems, production facilities or equipment, (b) loss of profits or revenues, (c) loss of tax credits, (d) cost of purchased or replacement power, (e) damages suffered by customers for service interruptions, or (f) costs of financing.

17.4Owners’ Aggregate Liability Cap. Other than Owners’ indemnity obligations hereunder, Owners’ cumulative aggregate liability to Service Provider under this Agreement from any and all causes arising out of or in connection with this Agreement shall not exceed the total amount of payment actually paid and/or due to Service Provider in accordance with Exhibit C (Rates and Invoicing).

17.5Springing License Exclusive Remedy. Upon the occurrence of a Triggering Event under Exhibit F (Facility IP License in the Event of a Triggering Event), Owners shall be entitled

43

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

to exercise their license rights thereunder. The provision of such a license on a royalty-free basis and the disclosure of Facility IP thereunder shall be Owners’ sole and exclusive remedy and Service Provider’s sole liability, with respect to the acts or omissions giving rise to the Triggering Event.

17.6Limitations on liability expressed in this Article 17 shall apply even in the event of the fault, negligence, or strict liability of Service Provider or Owners, as applicable, or otherwise and shall extend to the Parties’ directors, officers and employees, and to any affiliated entity of the Party hereto, and its directors, officers and employees.

ARTICLE 18. BENEFITED PARTIES

Service Provider understands and agrees that GPC is entering into this Agreement not only for its own benefit but also and equally for the direct benefit of Owners. By agreement, SNC has the right and obligation to construct, operate and maintain generating plants, which are owned jointly by GPC and the other Owners, and SNC has the right to enter into agreements for exercising said rights and performing said obligations.  As their interests appear, it is further agreed that each and every right, benefit and remedy accruing to GPC likewise accrues to the Owners including but not limited to the right to enforce this Agreement in their own name or names. For the avoidance of doubt, each of Owners and SNC are Owner Persons Indemnified under this Agreement. Notwithstanding the foregoing, as between GPC, Owners, and Service Provider, GPC shall remit (on behalf of Owners) all payments to Service Provider hereunder, and Service Provider shall submit all invoices to GPC for payment. Owners represent that Owners are the sole present owners (subject to mortgage indentures) of the Facility to which the Services relate and that GPC is authorized to bind, and does bind, all present Owners to the limitations of liability set forth in this Agreement. In the event that any other entity obtains any ownership interest in a facility for which Services are performed, then Owners agree to bind such entity to such limitations of liability.

ARTICLE 19. DISPUTE RESOLUTION

19.1A “Claim” is a demand or assertion by one of the Parties seeking, as a matter of right, adjustment or interpretation of Agreement terms, payment of money, extension of time, or other relief with respect to the terms of this Agreement. The term “Claim” also includes other disputes and matters in question between Owners and Service Provider arising out of or relating to this Agreement (including the breach, termination or validity thereof, and whether arising out of tort or contract).

19.2All Claims not otherwise resolved by the Parties shall be submitted to and decided by arbitration before a three-member panel (the “Panel”) pursuant to the then-current e.g., CPR Rules for Expedited Arbitration of Construction Disputes and the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. The Panel members shall be mutually agreeable to the Parties and are as of the date of this Agreement Jesse B. Grove, David Lane and Richard Alexander. Upon any vacancy on the Panel, the Parties shall endeavor to agree on a replacement member promptly, notwithstanding whether any Claim then is pending.

19.3Either Party may commence arbitration by providing written notice of a Claim to the other and to the members of the Panel. Such notice shall include a written statement of the

44

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Claim along with substantiation for the Claim. The receiving Party shall respond with a statement of its position on the Claim and substantiation for its position within twenty-one (21) days of such notice.

19.4No later than thirty (30) days after notice of a Claim, the Panel shall hold an initial pre-hearing conference for the planning and scheduling of the arbitration. The Panel may establish procedures and otherwise conduct the arbitration in such manner as it deems appropriate to assure an expeditious and fair resolution of the Claim. Unless extended by agreement of the Parties or by order of the Panel, in no event shall the Panel’s final decision be issued later than one hundred eighty (180) days after notice of a Claim.

19.5The place of the arbitration shall be Atlanta, Georgia.

19.6The decision of the Panel is final and binding and is not subject to further arbitration or litigation by either Party.

19.7Notwithstanding anything in this Article to the contrary, a Party may file a complaint in a court of competent jurisdiction to seek enforcement of the agreement to arbitrate set forth in this Article, other injunctive relief or specific performance, orenforcementof any decision or award issued by the Panel.

ARTICLE 20. TERMINATION

20.1Owners, in their sole discretion, shall have the right to terminate this Agreement without cause by providing written notice to Service Provider at least thirty (30) days in advance of the date of termination or other minimally necessary time period such that Service Provider complies with federal and state notice requirements (e.g., WARN Act) as measured from the date of written notice of termination. In the event of such a termination, Service Provider shall be compensated in accordance with the terms of Section 20.3. In no event shall termination costs include such costs as loss of anticipated profit.

20.2Either Party may terminate this Agreement on the basis of a material breach by written notice of breach where the breaching Party fails to cure the default within thirty (30) days. For the avoidance of doubt, Service Provider may terminate this Agreement in the event that Owner fails to make payment on any invoice within thirty (30) days after the due date of such invoice and Owner fails to cure the non-payment default within thirty (30) days.

20.3Termination Costs. In the event of Owners’ termination for convenience under Section 20.1, Service Provider shall recover from Owners, as complete, full, and final settlement for such terminated work, a sum equal to Service Provider’s actual direct costs for work performed as of the termination date. In addition, Service Provider shall recover from Owners its reasonable and direct costs incurred to terminate its subcontracts and purchase orders that support the Project. Service Provider shall in no event be entitled to recover indirect, special,

45

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

incidental, consequential or exemplary damages, including but not limited to loss of profits or revenue on Services not performed. Service Provider shall also recover the following from the Owner in the event of termination for convenience:

(a)Direct costs for storage, transportation, insurance and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the materials or equipment.

(b)Direct costs for demobilization, including removal of equipment or other materials, and personnel-related costs (i.e., internal administrative costs and severance (consistent with Westinghouse’s and WECTEC’s severance programs effective immediately prior to bankruptcy), but not liabilities or damages arising from Service Provider’s release or termination of an employee or employees); and

(c)Any other costs approved in writing by Owners in advance of the termination date.

20.4Service Provider shall not be paid for any Services performed by it or its subcontractors or costs incurred after receipt of a notice of suspension or termination, which Service Provider could reasonably have avoided, nor shall Owners be liable for any anticipated profits on Services not performed, or for any loss or damage with respect to any equipment, materials or property purchased or leased for anticipated use in the Services, unless such equipment, materials or property were specifically authorized by Owners. Payment as specified in this Article 20, and indemnity specified in Article 17, as applicable, shall be Service Provider’s sole and exclusive remedies and Owners’ sole and exclusive obligation and liability to Service Provider with respect to such termination.

20.5Without limiting the terms of the Facility IP License in the Event of a Triggering Event (Exhibit F), from and after termination of this Agreement, Service Provider shall have no obligation to deliver any further Facility IP to Owners.

ARTICLE 21. ASSIGNMENT

Owners’ consent shall not be required for Service Provider’s assignment in connection with the Bankruptcy Cases of its rights or obligations under this Agreement; provided however, that the rights of Owners under the Bankruptcy Code are preserved in all respects. After the conclusion of the Bankruptcy Cases, Service Provider shall be entitled to assign its rights or obligations under this Agreement without prior approval of Owners. Owners shall not assign this Agreement in whole or in part without the prior written consent of Service Provider, which consent shall not be unreasonably withheld; provided, however, that this Agreement may be assigned in whole or part by the Owners to any agent, replacing GPC as agent for the Owners, pursuant to the provisions of the Ownership Agreement; and provided further that any Owner shall be permitted to assign this Agreement to another Owner or to an Affiliate in accordance with the Ownership

46

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Agreement or to any purchaser or any Financing Parties in connection with the transfer of control or ownership of the Facility.

ARTICLE 22. GOVERNING LAWS AND REGULATIONS, VENUE, AND COMPLIANCE WITH LAWS

22.1With acknowledgment that the terms and conditions of this Article 22 have been expressly bargained for and are an essential part of this Agreement, the Parties agree that this Agreement will be governed by and interpreted in accordance with the laws of the State of New York, without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction. The Parties agree that the exclusive jurisdiction and venue for any action relating to this Agreement shall be as provided in Article 19. To the extent allowable under this Agreement, for any suit or action in a court of law relating to this Agreement, the Parties agree that the exclusive jurisdiction (personal and, as allowed, subject matter) and venue for any action relating to this Agreement shall be the United States District Court for the District of Columbia, and the Parties hereby consent to such jurisdiction and venue. Owners and Service Provider each hereby irrevocably waive their respective rights to a trial by jury in any action or proceeding arising out of this Agreement.

22.2Service Provider represents that in performing the obligations of this Agreement, all applicable federal, state and local laws and regulations and Executive Orders of the President of the United States have been and will be complied with by Service Provider and its Representatives.

22.3Without limiting the generality of the foregoing obligation, Service Provider agrees that it is responsible for obtaining all applicable permits, licenses, or other Governmental Approval necessary for and unique to Service Provider’s performance of the Services. Service Provider will adhere to applicable Laws including for example: (i) all labor laws and regulations including the use of U.S. citizens or properly documented alien workers under the Immigration Act of 1990 and the Immigration and Nationality Act of 1952, as amended; (ii) all applicable safety and health standards required by the NRC, the Atomic Energy Act of 1954, as amended, and the ERA, as well as all applicable safety and health standards promulgated under the OSHA of 1970, including but not limited to OSHA General Industry Regulations 1910.269 and 1926 Subpart V and all applicable state or local health or safety authority with jurisdiction over the Services performed or to be performed under this Agreement; (iii) the Department of Homeland Security’s E-Verify requirements as well as applicable State immigration laws; (iv) the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-I et seq. (as that act may be amended from time to time); (v) the Department of Energy’s regulations, including but not limited to the protection of special nuclear material and sensitive nuclear technology; and (vi) all applicable laws and regulations identified in this Agreement. Service Provider expressly agrees to indemnify, defend and hold harmless the Owner Persons Indemnified from and against all claims, fines or penalties of every kind and nature presented or brought for any claim or liability arising from or based on the violation of any Law on the part of Service Provider or its Representatives.

47

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

22.4Each Party hereby represents and warrants as follows at all times during the term of this Agreement: (i) all of its activities are authorized and in compliance with and not prohibited by 10 C.F.R. Part 810; (ii) neither it, nor any of its employees, authorized agents, subcontractors, principals or beneficial owners is a Specially Designated National as defined by U.S. Department of the Treasury Office of Foreign Asset Control (“OFAC”); (iii) neither it, nor any of its employees, authorized agents, subcontractors, principals or beneficial owners, is a citizen of a country subject to an OFAC Country Sanction; and (iv) it, and all of its employees, authorized agents, subcontractors, principals or beneficial owners, are in compliance with any and all applicable Laws and regulations relating to the prevention of money laundering and the financing of terrorism to which they are expressly subject.

22.5Certain Owners are government contractors under an Area Wide Public Utilities Contract with the General Services Administration of the United States government. Service Provider agrees that each of the clauses contained in the Federal Acquisition Regulations referred to below, shall, as if set forth herein in full text, be incorporated into and form a part of this Agreement, and Service Provider shall comply therewith if the amount of this Agreement and the circumstances surrounding its performance require such Owner to include such clause in contracts between such Owner and others:

(1)         52.203-3           Gratuities (APR 1984);

(2)         52.203-6           Restrictions on SubService Provider Sales to the Government (SEP

                                       2006);

(3)         52.203-7           Anti-Kickback Procedures (MAY 2014);

(4)         52.219-8           Utilization of Small Business Concerns (OCT 2014);

(5)         52.219-9           Small Business Subcontracting Plan (OCT 2014);

(6)         52.222-21         Prohibition of Segregated Facilities (FEB 1999);

(7)         52.222-26         Equal Opportunity (MAR 2007);

(8)         52.222-37         Employment Reports on Veterans (JUL 2014);

(9)         52.222-40         Notification of Employee Rights under the National Labor

                                       Relations Act  (DEC 2010);

(10)       52.222-50         Combating Trafficking in Persons (FEB 2009);

(11)       52.222-54         Employment Eligibility Verification (AUG 2013); and

(12)       52.225-13         Restrictions on Certain Foreign Purchases (JUN 2008).

22.6If Service Provider is subject to the requirements set forth in Federal Acquisition Regulations 52.219-9, Service Provider will (i) adopt a subcontracting plan (“Plan”) that complies with the requirements of 52.219-9; (ii) provide a written copy of the Plan to Owners, and (iii) upon written request, provide timely periodic reports to Owners that reflect the amounts paid to subcontractors who are a small business concern, veteran-owned small business concern, service-disabled veteran-owned small business concern, HUBZone small business concern, small disadvantaged business concern, or women-owned small business concern.

22.7Service Provider represents and warrants that Service Provider is not debarred, suspended or proposed for debarment to any department, agency or other division of the United

48

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

States government. In the event that Service Provider or any of its officers become debarred, suspended or proposed for debarment during the term of this Agreement, Service Provider will immediately notify Owners verbally and in writing.

22.8Service Provider certifies that no federal funds have been paid or will be paid to any Person including any registered lobbyists for influencing or attempting to influence an officer or employee of any Federal agency in connection with this Agreement or subsequent amendments of this Agreement.

22.9    Davis-Bacon Act Required Contract Clauses.

(a)    The contract clauses contained under the heading “Davis-Bacon Act Required Provisions” in Exhibit J-1 (Davis-Bacon Act Required Provisions) to this Agreement shall, as if set forth herein in full text, be incorporated into and form a part of this Agreement, and Service Provider shall comply therewith if the amount of this Agreement and the circumstances surrounding its performance require any Owners to include such clauses in this Agreement.

(1)    The Parties will cooperate in seeking appropriate exemptions from disclosure under the Freedom of Information Act, 5 U.S.C. § 552, and associated regulations for certified payroll data provided to federal agencies in the course of compliance with the Davis-Bacon Act and the Davis-Bacon Act regulations.

(2)    Where necessary and required by law, Service Provider will support Owners with the maintenance of the DAVIS-BACON AND RELATED ACTS COMPLIANCE PROGRAM FOR VOGTLE UNITS 3&4 PROJECT.

(b)    The wage determinations set forth in Exhibits J-2 through J-5 are applicable to Services provided under this Agreement.

ARTICLE 23. EQUAL EMPLOYMENT OPPORTUNITY

23.1Owners comply with all applicable federal and state fair employment Laws, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, all provisions of Executive Order 11246, as amended, 41 C.F.R. § 60-1, and all of the rules, regulations and relevant orders of the Secretary of Labor. Owners prohibit any acts of discrimination, or illegal harassment on the basis of race, color, religion, age, disability, veteran status, gender, sex, sexual orientation, gender identity, national origin or any other basis prohibited by law. Owners are committed to taking affirmative action as required by Law and to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, gender, color, religion, age, national origin, disability, veteran status, or any classification protected by federal, state or local law. Such action includes, but is not limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including

49

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

apprenticeship. Owners will post in conspicuous places, available to employees and applicants for employment, all legally required notices stating that all qualified applicants will receive consideration for employment without regard to race, color, religion, age, national origin, sex, sexual orientation, gender identity, disability, or veteran status.

23.2Service Provider will comply with all applicable federal and state fair employment Laws, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 and the Americans with Disabilities Act of 1990, and all provisions of Executive Order 11246, as amended, 41 C.F.R. § 60-1, and all of the rules, regulations and relevant orders of the Secretary of Labor. Service Provider will not discriminate against any employee or applicant for employment because of race, color, religion, age, disability, veteran status, genetic information, sex, sexual orientation, gender identity, national origin, or any classification protected by federal, state or local law. Service Provider shall take affirmative action as required by law and to ensure that applicants are employed, and that employees are treated during employment without regard to their race, gender, color, religion, age, national origin, disability, veteran status, or any classification protected by federal, state or local law. Such action will include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Service Provider agrees to post in conspicuous places, available to employees and applicants for employment, all government required notices stating that all qualified applicants will receive consideration for employment without regard to race, sex, sexual orientation, gender identity, color, religion, age, national origin, physical handicap, or veteran status.

23.3In accordance with the U.S. Department of Labor’s regulations implementing the Vietnam Era Veterans Readjustment Assistance Act, as amended, at 41 C.F.R. Part 60-300, Owners and Service Provider shall abide by the requirements of 41 C.F.R. § 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans and requires affirmative action by covered prime Service Providers and subcontractors to employ and advance in employment qualified protected veterans.

23.4In accordance with the U.S. Department of Labor’s regulations implementing Section 503 of the Rehabilitation Act of 1973, as amended at 41 C.F.R. Part 60-741, Owners and Service Provider shall abide by the requirements of 41 C.F.R. § 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.

ARTICLE 24. INSURANCE

24.1Service Provider-Furnished Insurance for Off-Site Activities. Service Provider (and its subcontractors, if any) shall provide and maintain in effect during performance of the Services the following insurance with minimum limits as specified for each type of insurance to cover off-Site activities:

50

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

(a)Workers’ Compensation Insurance in accordance with statutory requirements and Employer’s Liability Insurance with limits not less than $1,000,000. Coverage should include claims for applicable workers’ compensation, occupational disease, personal injuries, and death to Service Provider’s employees in amounts required by statute.

(b)Commercial General Liability Insurance, including with limits not less than $2,000,000 each occurrence, and annual aggregate, and including broad form contractual coverage, product liability and one (1) years’ completed operations coverage, broad form bodily injury and property damage coverage. Any deductible or self-insured retention cost shall be for the account of Owners, but such deductible or self-insured retention cost shall not exceed $250,000.

(c)Excess Liability or Umbrella Liability Insurance for Bodily Injury and Property Damage Liability with $5,000,000 combined single limit each occurrence and in the aggregate. Any deductible shall be for the account of Service Provider. Any excess liability or umbrella policy will be applicable to the general liability, auto liability and employer’s liability policies that are required.

(d)The Commercial General Liability and the Excess Liability or Umbrella Liability insurance coverages must name the Owners Persons Indemnified as well as their respective officers, directors, employees, agents, and representatives as additional insureds with respect to liability arising out of Services performed by or on behalf of Service Provider under this Agreement; provided that Service Provider’s insurance will not provide coverage for injury or damages to the extent resulting from the sole negligence of the Owners Persons Indemnified.

(e)Other insurance as may be mutually agreed upon by the Parties.

24.2Professional Liability. Service Provider will make all commercially reasonable efforts to maintain and renew as necessary its professional liability coverage currently in place. At Owners’ option, Owners and Service Provider will cooperate to obtain professional liability coverage in addition to that already in place, or if necessary to replace Service Provider’s existing professional liability coverage. Service Provider will maintain such professional liability coverage at Owners’ expense.

24.3Service Provider’s Property. Service Provider will be responsible for providing and maintaining property insurance coverage, to the extent such property is not a permanent part of the finished Project and not covered by a separate Builder’s Risk Insurance Policy provided and maintained by Owners pursuant to Section 24.11.

24.4Automobile Liability Coverage. Service Provider will be responsible for providing and maintaining Comprehensive Automobile Liability insurance, including coverage for owned, hired and non-owned automobiles, with a combined single limit not less than $2,000,000 per occurrence.

51

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

24.5Service Provider shall use commercially reasonable efforts to ensure the insurance required by Sections 24.1, 24.2, 24.3 and 24.4 shall contain a waiver of subrogation by Service Provider’s (or any subcontractor’s) insurance carrier against Owners and its insurance carrier with respect to all obligations assumed by Service Provider pursuant to this Agreement. All such insurance shall be with sound insurance companies. The liability policies under Section 24.1(b) shall not have any “other insurance” clause or language which would jeopardize the primacy of Service Provider’s insurance with respect to the Owners’ self-insured retention or excess insurance policies.

24.6Service Provider shall require its insurer(s) to issue endorsements (if required) to add Owners, their subsidiaries, associated and/or affiliated companies, their successors and assigns, SNC and Southern Company Services, Inc., and the officers, directors, agents and employees of any of them, as additional insureds on Service Provider’s off-Site policies, established pursuant to Section 24.1, and Service Provider’s Automobile Liability Coverage, established pursuant to Section 24.4.

24.7Service Provider must notify Owners at least thirty (30) days before the effective date of any cancellation (and ten (10) days due to nonpayment of premium) of any of the required policies.

24.8Service Provider agrees to submit to Owners Certificates of Insurance evidencing the coverage prescribed by this Agreement and the expiration date(s) of each applicable policy. All such requested Certificates of Insurance will be submitted to Owners. In no event, however, will Owners’ collection and review of such certificates (or decision not to collect and review such certificates) create any responsibility on the part of Owners to verify the appropriateness and validity of Service Provider’s insurance, to notify Service Provider with regard to any matter related to its insurance, or to ensure that the insurance requirements above have been satisfied; nor does such collection and retention create a waiver by Owners of any of their rights in connection with such insurance.

24.9Owner-Controlled Insurance Program. Owners will provide Service Provider with Workers’ Compensation Insurance, Commercial General Liability Insurance and Excess Liability Insurance for Services performed on-Site through its Owner-Controlled Insurance Program (“OCIP”). If at any time the OCIP is not maintained, Service Provider will be responsible for maintaining coverage identical to the coverage listed in Section 24.1.

24.10Nuclear Insurance.

(a)Owners will maintain insurance to cover the legal obligation to pay damages because of bodily injury or property damage caused by a Nuclear Incident, as that term is defined under the AEA, such policy to be provided by American Nuclear Insurers or the equivalent. The insurance will be in such form and in such amount to meet the financial protection requirements of NRC regulations and the AEA. As provided by the AEA, Service Provider and its subcontractors shall be included among the insureds or persons protected under the financial protection arrangements in the AEA.

52

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

(b)Owners will maintain a governmental indemnity agreement pursuant to NRC regulations and the AEA.

(c)In the event that the financial protection system contemplated by Section 170 of the AEA is repealed or changed, Owners will maintain in effect, during the period of operation of the Facility, liability protection through governmental indemnity, limitation of liability and/or insurance which takes into account the availability of insurance, customary practice in the United States electric utility industry for plants of similar size and character, and other relevant factors in light of the then existing conditions.

(d)As required by the NRC, the foregoing financial protection, indemnification agreement, and insurance will be maintained in effect from the time nuclear fuel or materials first arrive at the Site.

24.11Property Insurance. Owners will also maintain such property insurance, including an insurer’s waiver of subrogation in favor of Service Provider, its subcontractors and suppliers, as is available at a reasonable cost and on reasonable limits from Nuclear Electric Insurance Limited, or other sources consistent with the regulations of the NRC and the current industry practice, providing protection against direct physical loss or damage to the Facility. Subject to Article 17 hereunder (Limitation of Liability), any deductible amount under such property insurance that may be applicable to any damage to the property of Owners will be borne by Owners. Owners waive any right of recovery from Service Provider, its subcontractors or suppliers for damage to any property located at the Site arising out of a Nuclear Incident as that term is defined under the AEA.

24.12Employees’ Claims. Service Provider will promptly inform Owners in writing of any employee’s claim, whether workers’ compensation, tort liability or otherwise, for bodily injury allegedly caused by a nuclear energy hazard arising out of the Project, or during the course of transporting nuclear material from the Project. Service Provider’s written notice will provide the following information:

Name and address of claimant;

Time and place of alleged exposure to nuclear energy hazard, if known; and

Description of alleged bodily injury.

The notice is to be addressed to:

Southern Nuclear Operating Company, Inc.

Attention: Director, Supply Chain Management

Post Office Box 1295

Birmingham, Alabama 35201

53

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

ARTICLE 25. UNFORESEEABLE CONDITIONS

Neither Party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation is delayed due to acts of God, acts of civil or military authority, governmental priorities, fires, labor disputes, strikes (but not including strikes of Service Provider’s employees unless part of a nationwide or sector-wide strike), acts of the public enemy, floods, epidemic, war, riot, or like occurrences, provided such occurrences are beyond the control, and without the fault, of the Party seeking excuse hereunder; provided however that Owners’ payment obligations shall not be subject to any excuse for unforeseeable conditions. Any Party seeking excuse under this Article 25 shall promptly notify in writing the other Party of its delay and take all reasonable steps to mitigate the effect of such delay on the other Party, except that any Party shall have the right to settle its strikes or labor disputes in its sole discretion. The Party claiming excuse shall resume its obligations as soon as practical. The unaffected Party may take any actions available under this Agreement or available by law to mitigate or resolve the cause of the claimed excuse.

ARTICLE 26. CYBER SECURITY PROGRAM REQUIREMENTS

26.1Protection of Digital Computer and Communication Systems and Networks. Service Provider understands that Owners are required under 10 C.F.R. § 73.54 to assure all Services performed related to digital computer and communication systems and networks are adequately protected against cyber-attacks, including the design basis threat described in 10 C.F.R. § 73.1, or Services associated with (i) safety-related and important-to-safety functions, (ii) security functions, (iii) emergency preparedness functions, and (iv) support systems and equipment which if compromised, would adversely impact safety, security, or emergency preparedness functions. Service Provider agrees that all related Services performed by Service Provider will be performed in compliance with Owners’ cyber security plan.

26.2Procurement of Services. When providing cyber security related Services or any Services on critical digital assets (hardware, firmware, operating systems, or application software) at Owners’ facilities, such Services will be subject to the controls of the Service Provider’s Quality Assurance Program including the Quality Assurance Interface Agreement, including as follows (provided that in the event of a conflict, Owners’ Quality Assurance Program requirements will control):

(a)Service Provider, before beginning permitted access to Owners’ network, will be made aware of and trained on Owners’ Quality Assurance Program and must agree to abide by the relevant policies; and Service Provider will at all times remain responsible for the compliance of its authorized Representatives and sub-tier contractors.

(b)Service Provider will participate in Owners’ cyber security training programs or equivalent qualification from Service Provider, subject to Owners’ approval of such qualification.

(c)Service Provider will require:

54

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

(i)        configuration management of the Service Provider’s computers, hardware or other equipment to include virus protection, patch management, authentication requirements and secure internet connections;

(ii)       the maintenance and secure transfer and storage of information and code while off-Site to include appropriate encryption, security and deletion protocols;

(iii)      a duty to protect confidentiality;

(iv)      software quality assurance (“SQA”) procedures;

(v)       approved and disapproved software requirements tabulation;

(vi)      processes and procedures for background investigations; and

(vii)     Owners’ right to audit or access Service Provider’s cyber security program.

ARTICLE 27. COMPLIANCE WITH SITE AND SECURITY RULES AND POLICIES

27.1Throughout the term of this Agreement, whenever any Service Provider Representatives are at the Site, Service Provider and its Representatives shall comply with all applicable rules, regulations, policies, programs, procedures and other requirements of Owners, including, but not limited to, applicable requirements relating to site, security, FFD, quality concerns, quality control, quality assurance, safety, radiation protection and control, environmental compliance and regulatory compliance, and electronic communications (collectively, “Site Rules”). If at any time during the term of this Agreement, Service Provider or its Representatives fail to comply with Owners’ Site Rules, Owners reserve the right to exercise all their legal remedies including the right to refuse Site entry to or have removed from the Site Service Provider or its Representatives. It is Owners’ expectation that these Site Rules be communicated by Service Provider to its Representatives before they are granted access to any of Owners’ locations.

27.2Asbestos Responsibility. Certain areas for which Service Provider has contracted to perform work may contain asbestos. As used in this Section 27.2, the term “asbestos” includes “asbestos-containing material” and “presumed asbestos-containing material”, as these terms are defined in 29 C.F.R. § 1926.1101 and 29 C.F.R. § 1910.1001. Areas within the Site which are known by Owners to contain asbestos are posted. It is Service Provider’s responsibility to exercise caution while at the Site in light of the potential that the area in which Service Provider is working may contain asbestos. Service Provider shall take the following precautions, unless advised otherwise in writing by Owners: (1) Service Provider must check for postings in the area, and (2) Service Provider must be sensitive to the potential that asbestos might exist. If Service Provider determines that there is a potential that asbestos exists in the work area or

55

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

component, Service Provider shall immediately stop work and notify Owners to investigate the potential asbestos-containing material to determine if, in fact, the material contains asbestos. If the material is found to be asbestos, Service Provider must coordinate any related Services with Owners. Under no circumstances shall work continue when asbestos is discovered without the specific approval of Owners. Unless authorized in writing by Owners in advance, Service Provider shall not use asbestos in the Facility.

27.3Service Provider will obtain from Owners all Site Rules and procedures and educate its Representatives concerning such Site Rules and procedures before any of its Representatives enter any of Owners’ premises. Service Provider acknowledges that its Representatives may be required to successfully complete indoctrination classes and similar instructional classes concerning such procedures before admission to, or the performance of Services on, Owners’ premises.

27.4Owners have a zero tolerance policy on firearms being brought onto Owners’ property. Under no circumstance is a Service Provider employee, agent, or Representative to bring firearms, explosives or any other incendiary devices onto any property owned or operated by Owners. This prohibition includes leaving such items in a vehicle that is parked in Owners’ parking lot. Violation of this policy could result in Service Provider or its Representatives being barred from all property owned or operated by Owners or their Affiliates.

27.5Safety. Service Provider will be solely responsible for conforming to safety practices dictated by the nature and condition of the Services while at the Site, including compliance with OSHA of 1970. Service Provider and its Representatives must be trained in accordance with applicable OSHA Standards. Within a reasonable time following a specific request by Owners, Service Provider shall provide Owners copies of training records for its Representatives concerning a particular safety and health standard and/or particular substantive or technical training requirement of the job.

27.6Reporting of Accidents and Noncompliance with Safety Requirements. Service Provider will promptly report to Owners, on such form and in such detail prescribed below, all accidents causing, or having the potential to cause, personal injury or property damage and other unsafe acts or conditions, arising from or otherwise connected with performance of the Services at the Site or Owners’ premises. In the event Owners provide written notification to Service Provider of any noncompliance with the provisions of this Section 27.6, Service Provider shall take corrective action promptly in a manner acceptable to Owners. Owners will not be obligated to identify, and notify Service Provider of, noncompliance with this Section 27.6 and any failure by Owners to identify, and notify Service Provider of, such noncompliance will not relieve Service Provider of any obligation or liability under this Agreement.

27.7Medical/Injuries Reporting. Owners shall provide first aid to Service Providers Representatives on-Site. Injuries that require treatment beyond first aid will follow Owners’ emergency response procedures.

56

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

27.8Service Provider shall immediately notify Owners of any recordable injury or potential serious hazard to personnel on the job site. Service Providers shall submit a detailed, written report to Owners within forty-eight (48) hours of the recordable injury or serious incident. The injury report will contain the following information:

• Name of injured person and employee identification number,

• Date of injury,

• Names of any witnesses and employee identification numbers,

• Accident description,

• Cause of accident as evident at the time,

• Action taken to prevent re-occurrence, and

• Nature/Extent of injury.

All Service Provider personnel requiring medical attention on the Site or as a result of or relating to the Services performed on the Site will be drug screened by Owners as soon as possible and the test results must be forwarded to the designated Owners’ Representative.

Service Provider shall post and keep current its OSHA Log at their on-Site office while Service Provider is performing Services for Owners. A copy of this OSHA Log will be provided to Service Provider representatives upon request.

Owner’s Representative is responsible for reporting all serious incidents, injuries, and occupational illnesses that occur on-Site to Service Provider’s Representatives. Owners shall perform an investigation, and a Service Provider’s representative may participate in the investigation as determined by Owners’ management and Service Provider. The investigation results and corrective actions must be provided to Service Provider, and Service Provider reserves the right to require additional corrective measures.

For clarity, the above reporting obligation and other requirements of this Section 27.8 shall only arise in connection with the performance of Services at or on Owners’ property.

27.9In the event that Service Provider requires access to the Vogtle Units 1 and 2 site, Service Provider will comply with all requests by Owners to facilitate such access, as required by NRC regulations and Owners’ procedures. Owners reserve the right, in preparation for the declaration of a protected area for the Project, to specify additional requirements with respect to Fitness for Duty and access authorization, with the consent of Service Provider which consent will not be unreasonable withheld.

57

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

ARTICLE 28. FITNESS FOR DUTY

28.1    The NRC’s Fitness For Duty regulatory requirements, codified in 10 C.F.R. Part 26, require licensees authorized to construct and operate nuclear power reactors to implement an FFD program that includes contract personnel such as Service Provider and its Representatives. Service Provider agrees that, by performing hereunder, Service Provider accepts and shall strictly adhere to the following requirements that:

(a)    Service Provider will adhere to Owners’ FFD program;

(b)    Service Provider and its Representatives will provide support to Owners in connection with Owners’ FFD program, including without limitation making personnel available and providing documents and information reasonably requested by Owners;

(c)    Service Provider Representatives who have been denied access or have been removed from activities within the scope of 10 C.F.R. Part 26 at any nuclear power plant for violation of the FFD policy will not be assigned to work within the scope of 10 C.F.R. Part 26 without the knowledge and consent of Owners;

(d)    Service Provider supervisory Representatives, to the extent that they are covered by 10 C.F.R. Part 26, will be trained in techniques and procedures for initiating appropriate corrective action;

(e)    Owners are responsible to the NRC for maintaining an effective FFD program and that duly authorized representatives of the NRC may inspect, copy or take away copies of reports related to the implementation of Owners’ FFD program under scope of contracted activities;

(f)    Service Provider Representatives responding to work at Owners’ facilities shall be fit for duty within the scope of 10 C.F.R. Part 26 and able to fully perform the assigned work activities; and

(g)    all Service Provider Representatives shall report to work physically able to perform their job duties and that the Service Provider shall consider the scope of work required for each contract employee and the physical and mental requirements for each job (e.g., ladder climbing; work at elevations; working in extreme temperatures; heavy lifting; prolonged walking/standing; cognitive ability). Prior to an assignment under this Agreement, the Service Provider shall exercise due diligence to ensure that its Representatives who have pre-existing medical conditions that might contraindicate their work in these environments are appropriately evaluated prior to assignment.

58

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

ARTICLE 29. EMPLOYEE PROTECTION

29.1To the extent required by Law, Service Provider and its personnel shall comply with the requirements of Section 211, “Employee Protection,” of the Energy Reorganization Act of 1974, 42 U.S.C. § 5851, as amended; 10 C.F.R. § 50.7, “Protection of Employees Who Provide Information” and 29 C.F.R. Part 24.

29.2Service Provider and its Representatives will maintain a safety conscious work environment (“SCWE”) in which all employees feel free to raise concerns without fear of harassment, intimidation, retaliation or discrimination.

29.3Service Provider and its Representatives will be subject to Owners’ programs and procedures at all locations where Services under this Agreement are being performed to advise their personnel that they are entitled and encouraged to raise safety concerns to their management, to Owners, and to the NRC without fear of discharge or other discrimination. Owners’ programs to which Service Provider and its Representatives are subject will include a Project Employee Concerns Program (“Project ECP”) and a Project Corrective Action Program (“Project CAP”). The Project ECP and Project CAP will be reflected in written policies and procedures that employees may use to raise their concerns, and availability of the Project ECP and Project CAP will be broadly communicated. At the request of Owners and for the purposes of Owners’ administration of the Project ECP, Service Provider will provide access to its personnel, and non-privileged documentation and records, as well as provide support Services on an as-needed basis (provided Service Provider has the available personnel). At the request of Owners and for the purposes of Owners’ administration of the Project ECP, Service Provider will provide access to Service Provider’s proprietary ECP policies and procedures for the limited purposes of transitioning to a Project ECP and, after the transition to a Project ECP is complete, Owners shall have access only in the event that such access is necessary for Owners to comply with any regulatory obligation or to administer any Project ECP investigation. Service Provider will provide Owners’ Project ECP personnel with access to Service Provider’s Vogtle Site-related non-privileged ECP records for Owners’ use in maintaining and administering the Project ECP. For those ECP records generated prior to the Effective Date, Service Provider’s obligation to provide ECP records is limited to those records relevant to Owners’ administration of a Project ECP investigation or Owners’ administration of a referred allegation from the NRC and Service Provider reserves the right to withhold records which, in the opinion of Service Provider’s legal counsel, should be withheld.

29.4As part of its employee training program for employees at Owners’ Site, Service Provider will provide training to its employees regarding requirements of Section 211 of the ERA, 10 C.F.R. § 50.7, and NRC’s Form 3. Employee training must also include information on Nuclear Safety Culture and SCWE. Owners shall have the right to audit training materials and the effectiveness of such training not less than every twelve (12) months during the term of this Agreement.

29.5All employment decisions for Service Provider’s employees will be made by Service Provider. Owners are not a joint employer with Service Provider and do not direct or

59

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

control Service Provider’s employees, except those seconded to Owners. Consistent with the confidentiality requirements of its own ECP, Service Provider will promptly notify Owners’ Project ECP representative of any allegation or complaint made by any Service Provider employee of harassment or intimidation under Section 211 of the ERA and 10 C.F.R. § 50.7 regarding the Project, or any investigation or proceeding relating to such an allegation or complaint. Service Provider will inform Owners promptly of any significant investigatory activity by the NRC and any enforcement action by the NRC related to any such allegation or complaint of harassment or intimidation under Section 211 related to the Project. If Service Provider takes any adverse employment action, limited to termination or demotion, of any Service Provider personnel involved in such allegation or complaint Service Provider will provide notification to Owners’ legal counsel of such adverse employment action contemporaneously with notification to the affected personnel. Nothing in this Section 29.5 shall limit Owners’ access to records and documentation related to such allegation or complaint in the event that such access is necessary for Owners to comply with any regulatory obligation.

29.6Within two (2) business days of Service Provider’s ECP’s receipt of a nuclear safety or quality concern relating to the Services at the Project, Service Provider will provide notice of such concern to the Project ECP representative at the Vogtle site or corporate office. Service Provider will also ensure associated records and reports are maintained in accordance with applicable retention policies as specified by NRC regulations and provide a copy of such non-privileged records, with the exception of Service Provider’s proprietary ECP policies and procedures which shall be available per Section 29.3, at the request of the Project ECP representative.

29.7Service Provider agrees to indemnify and hold harmless the Owner Persons Indemnified from any claims by Service Provider’s employees (except for those seconded to Owners) and associated costs (including costs of defense, attorney’s fees and court costs), expenses, fines, penalties or other liability arising solely from conduct of Service Provider or its Representatives found to be in violation of Section 211 of the ERA or 10 C.F.R. § 50.7.

29.8In accordance with 10 C.F.R. § 50.7, this Agreement does not in any way prohibit or restrict or otherwise discourage the free flow of information from Service Provider or its Representatives to the NRC. Further, any associated subcontract affecting the terms, compensation, conditions and privileges of employment will not contain any provision which prohibits, restricts or otherwise discourages the free flow of information to the NRC.

ARTICLE 30. NO TOLERATION OF UNACCEPTABLE BEHAVIORS

30.1The Parties and their Representatives shall at all times conduct their business activities pursuant to this Agreement in an ethical manner and in compliance with all applicable laws and regulations. Representatives shall not, at any time, exhibit the following behaviors:

(a)Harassment or unlawful discrimination of any kind or character, including but not limited to conduct or language derogatory to any individual, race, color, religion, age, disability, veteran status, genetic information, sex, sexual orientation, gender

60

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

identity, national origin, or any classification protected by federal, state or local law, that creates an intimidating, hostile or offensive working environment. Specific examples include, but are not limited to, jokes, pranks, epithets, written or graphic material, or hostility or aversion toward an individual or group on the basis of a legally protected status.

(b)Any conduct or acts such as threats or violence that creates a hostile, abusive, or intimidating work environment. Examples of such inappropriate behaviors include, but are not limited to, fighting, abusive language, inappropriate signage, use or possession of firearms on Owners’ property, and destruction of any Party’s or any Party’s employee property at the worksite or the threat of any of the foregoing.

(c)Service Provider’s practices that are unsafe or harmful to the natural environment.

(d)Use of Owners’ or Service Provider’s computers, email, telephone or voice-mail system that in any way involves material that is obscene, pornographic, sexually oriented, threatening, or otherwise derogatory or offensive to any individual, race, color, religion, age, disability, veteran status, genetic information, sex, sexual orientation, gender identity, national origin, or any classification protected by federal, state or local law.

(e)The use of, being under the influence of, or possession of alcoholic beverages or unlawful drugs on Owners’ property.

(f)Engagement in any activity that creates a conflict of interest or appearance of the same, or that jeopardizes the integrity of Owners or Service Provider (including but not limited to providing gifts and gratuities to Owners’ employees).

(g)Posting in any social media forum (Facebook, Twitter, blogs, etc.) or communicating in any other public setting in a manner that does not constitute protected speech or protected activity and violates any of the provisions of this Agreement, regardless of whether those postings or communication are made using Owners’ resources, Service Provider resources, or any Representative’s resources, during or outside of work hours. Examples include, but are not limited to, divulging Confidential and Proprietary Information or making harassing or discriminating statements about, or directed at, employees or customers of Owners or its Affiliates or Service Provider or its Affiliates. No Representative will imply or in any way indicate that he/she speaks on behalf of Owners or its Affiliates or Service Provider or its Affiliates in any social media forum or any other public setting. Each Party reserves the right to monitor all communication made by anyone on such Party’s equipment, including laptops, cellular telephones, and portable computing devices (e.g., Blackberry, Smart Phones) and no Person has any reasonable expectation of privacy in such communications. Each Party’s right to monitor includes, but is not limited to, the right to archive, store, and forensically recover electronic communications on such Party’s equipment.

61

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

30.2Owners and Service Provider shall communicate these required behaviors to all Representatives that work on the Project. If a Service Provider Representative observes an Owners’ employee doing or is ever asked by an Owners’ employee to do something the Representative considers to be unethical, illegal, or in violation of these behavior standards, Owners expect Service Provider to notify Owners’ management immediately.

ARTICLE 31. NON-ENGLISH SPEAKING SERVICE PROVIDER WORKERS

31.1Service Provider shall at all times assure that an English speaking Representative of Service Provider is provided for non-English speaking Service Provider Representatives and its subcontractors (“Service Provider Workers”). The Representative must have the ability to communicate with and translate the foreign language of all non­English speaking Service Provider Workers to assure that the ability to communicate vital information is readily available. If the non-English speaking Service Provider Workers are divided into work groups, it shall remain the responsibility of the Service Provider that an English speaking Representative of Service Provider is provided so as to assure that the ability to communicate vital information is still readily available to all non-English speaking Service Provider Workers. Service Provider represents and warrants that it has communicated and translated to its non-English speaking Service Provider Workers including all information and training required by applicable laws and regulations and all other safety and health requirements, in addition to all job related duties. These requirements include but are not limited to OSHA of 1970, the Service Provider’s Safety Program, the contract documents including contract safety requirements, any relevant manufacturer’s information such as Material Safety Data Sheets, and the specific project safety plan for the work to be performed for Owners, in addition to any relevant hazards and special Site conditions that Owners have notified Service Provider may be encountered by Service Provider and/or its Service Provider Workers.

31.2Service Provider represents and warrants that it has communicated and translated to its non-English speaking Service Provider Workers including all information and training required by applicable laws and regulations and all other safety and health requirements, in addition to all job related duties. These requirements include but are not limited to OSHA of 1970, the Service Provider’s Safety Program, the contract documents including contract safety requirements, any relevant manufacturer’s information such as Material Safety Data Sheets, and the specific project safety plan for the work to be performed for SNC, in addition to any relevant hazards and special Site conditions that SNC has notified Service Provider may be encountered by Service Provider and or its Service Provider Workers.

62

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

ARTICLE 32. COMMUNICATIONS

Service Provider will coordinate all media responses related to the Project with Owners, which must be approved in writing and aligned with Owners’ Nuclear Development Communications. To the extent reasonably practicable, Owners will coordinate press releases related to the Project with Service Provider. No right is granted to Owners to use as a trademark the name “Westinghouse”, the “Circle W” logo or the phrase “You Can Be Sure…”, either alone or in combination with any other word or symbol, without the written approval of Service Provider.

ARTICLE 33. MISCELLANEOUS

33.1Severability. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, Owners and Service Provider shall negotiate in good faith to reach an equitable adjustment in the provisions of this Agreement with a view toward effecting the purpose of this Agreement, and the validity and enforceability of the remaining provisions shall not be affected thereby.

33.2Survival. All terms that by their nature and context extend beyond the expiration or termination of this Agreement shall survive its termination.

33.3Waiver of Breach. The waiver by either Party of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach by the other Party.

33.4Entire Agreement. The Parties hereto enter into this Agreement intending to be legally bound hereby. This Agreement represents the entire agreement between the Parties with respect to and supersedes all prior agreements regarding the subject matter hereof, including the Existing Services Agreement.

33.5Further Assurances. Each Party hereto shall, at the other Party’s reasonable request, do, execute, acknowledge and deliver all such further acts, conveyances, assignments, transfers, documents and other assurances necessary to effectuate the purposes and carry out the terms and intent of this Agreement.

(Signatures on following page)

63

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their duly authorized officers as of the day and year first herein above written.

GEORGIA POWER COMPANY, FOR ITSELF	WECTEC GLOBAL PROJECT
AND AS AGENT FOR OGLETHORPE	SERVICES INC.
POWER CORPORATION (AN ELECTRIC
MEMBERSHIP CORPORATION),
MUNICIPAL ELECTRIC AUTHORITY OF	BY:	/s/David C. Durham
GEORGIA, MEAG POWER SPVJ, LLC,	NAME:		David C. Durham
MEAG POWER SPVM, LLC, MEAG POWER			(Typed or Printed)
SPVP, LLC, AND THE CITY OF DALTON,	TITLE:		President
GEORGIA, ACTING BY AND THROUGH ITS
BOARD OF WATER, LIGHT AND SINKING
FUND COMMISSIONERS

BY:	/s/Chris Cummiskey
NAME:		Chris Cummiskey
		(Typed or Printed)
TITLE:		Executive Vice President, Georgia Power Company
WESTINGHOUSE ELECTRIC COMPANY LLC
BY:	/s/Jose E. Gutierrez
NAME:		Jose E. Gutierrez
		(Typed or Printed)
TITLE:		President and CEO

64

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

EXHIBIT A

SERVICES AND DIVISION OF RESPONSIBILITY

Table A.1 – Scope of Services

	Service Provider Scope	Notes
ENGINEERING SERVICES
E1	Records management/document delivery for the Design Engineering	Will facilitate reconciliation of simulator modeling to Unit 3 configuration.
E2	Maintain design authority responsibility	Includes delegated ASME B&PV responsibility. Includes engineering support associated with design changes. Design changes will be authorized by SNC.(per Agreement, section 5.7(a))
E3	Support engineering management and design services to complete the AP1000® standard plant portion of the Vogtle Units 3 and 4 design	Includes Site and field and offsite engineering.
E4	Support engineering management and design services to complete the Vogtle Units 3 & 4 Site-specific design	Includes Site and field and offsite engineering.
E5	Engineering support for completion of security-related SSCs	Includes Building 304, Building 305, and Receiving Warehouse structures and equipment. Includes related procurement support. Includes support of system interfaces with Vogtle 1&2 security-related SSCs.
E6	Engineering support for security perimeter	Includes transitional boundary between Unit 3 and Unit 4. Includes related procurement support, computer system installation and testing, and security system ITAAC closure.
E7	Engineering support for civil work	Includes “No Man’s Land” between Unit 3 and Units 1&2. Includes related procurement support.
E8	Engineering support for site communications systems; security computer system; and alarm stations	Includes integration of Units 1&2 security and communications systems. Includes related procurement support.

A-1

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

	Service Provider Scope	Notes
E9	Full implementation of Fuel Load Baseline (including Baseline 8 and post-Baseline 8) at the Site and Cranberry	Includes, but is not limited to, software development, testing, and installation; Baseline 8 simulator; Baseline 8 procedures; Integrated System Validation (ISV) and Human Factors Engineering (HFE) activities including final resolution of BL7 ISV, TSV and DV HED’s, classroom training development and delivery to the ISV subjects, ISV shakedown, development of APP-OCS-GER-420 and 520 reports to support ITAAC closure; and I&C hardware and software implementation. In connection with I&C hardware and software implementation, Service Provider to support SNC’s procurement of spare parts based on lessons learned from other nuclear construction projects.
E10	Cyber security support, including support for ongoing CDA assessment, remediation, and validation scope	Includes providing documentation/procedures, design information, databases/tools and supporting updates to the same. Includes upgrade of core I&C systems for compliance with cyber security requirements.
E11	Complete CYS design, testing, and implementation	Includes software development, testing, and installation.
E12	Support for NRC core I&C inspections and cyber security program development	Support includes participation in NRC inspections and ITAACS for I&C systems, software and documentation utilized for recommending vendor upgrades to procured equipment and SNC Site cyber program development.
E13	Maintain Westinghouse ASME Program and N Stamp	Includes maintenance of ASME QA program(s).
E14	Safety analysis support for startup	Emergent safety analysis, transient, etc. support necessitated by changes to flows, temperatures, detectors, etc. Must ensure engineering changes do not affect safety analysis.
E15	Certified for Construction drawings	Service Provider will provide support for the development of “as-built” drawing.
CONSTRUCTION SUPPORT SERVICES
C1	Resident Engineer (with design authority approval capacity) located at the Site	Resident engineer will be an onsite engineer with the authority to sign-off on design change to the site specific design as well as the standard plant design
C2	Provide staffing, facilities, documentation, and program management platforms/programs to support ongoing implementation of construction security, FFD, and access and screening functions	--
C3	Maintain ASME programs	These programs include WEC ASME QA programs as required to comply with ASME code requirements.

A-2

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

	Service Provider Scope	Notes
C4	Gathering and distributing to SNC lessons learned from China AP1000® projects, especially those lessons learned related to construction, testing, and startup activities.
C5	Provide schedule information and performance monitoring support services	Provide access to the live Primavera P6 Integrated Project Schedule for the Project until such time that the schedule can be migrated to a SNC domain; this access includes schedule(s) or schedule information that may reside within the VC Summer Primavera environment, if those schedule(s) or schedule information are applicable to the Project. Provide staffing to support the SNC-led Project Controls department performance monitoring and usage of the Primavera P6 Integrated Project Schedule through the transition period. Maintain licenses and applications, including Primavera P6, Deltek Acumen Fuse, SmartPlant, and Maximo software.
C6	Support of generation and revision control of the Construction Records Information Management (RIM) work packages	Review and closure of RIM packages to site data center (SDC). Support for transfer of documents from SDC to SNC document management system (CIMS, Documentum). Support coordination of RIM work packages (records) into SNC document management system and long term goal of usage of a single Site repository for document control.

A-3

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

	Service Provider Scope	Notes
C7	Maintain and support IT solutions and IT infrastructure required to complete the Project, including the onsite IT team for support of the Site IT network and associated infrastructure	Charlotte, Canton, Cranberry and on-Site IT teams to provide full support for all construction and engineering support applications, network engineering, telephony and functional user support for the Project. Includes provision and maintenance of WECTEC/Westinghouse databases and software including base software, application software, Third Party software, configuration data, software documentation; lifecycle maintenance and required upgrades; provision and management of all hardware and associated maintenance. Includes maintaining the following such that applications and data are recoverable: source code for applications, archived vendor software installations along with configurations / customizations, archived data for applications, installation documentation for applications, installation documentation for any supporting applications, and application architecture diagrams. Includes third party escrow of critical applications and data (example: Iron Mountain) in order to provide SNC Technology Solutions a means to recover applications and data should they become unavailable through WECTEC. Includes support of all on-Site WECTEC IT infrastructure including network (wired and wireless), cameras, PC’s, switches, firewalls, telephony, and any other IT equipment. Includes provision and maintenance of network hardware and associated software configuration data, software/hardware documentation, lifecycle maintenance, and required upgrades. Includes leaving all existing WECTEC Vogtle WAN/LAN infrastructure (Ethernet / Fiber) in place when Service Provider ceases to provide Services, regardless of the reason for Service Provider ceasing to provide Services.
C8	Provide the staffing support to complement SNC staffing for conducting the daily business of the OCC on a 24/7 basis	Operational Control Center (OCC) support will include facilitating and tracking issues, maintaining status and reporting critical activities as well as support for coordination of engineering, procurement, construction and startup and facilitating strategic planning for milestones to ensure performance consistent with the Post-Transition Schedule. Staffing support includes coordinators, supervision admins, procurement, FE’s, DE’s, QC, schedulers, and data analysts.

A-4

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

	Service Provider Scope	Notes
C9	Support for compliance with all environmental permit and regulatory obligations for Vogtle Units 3 and 4 (including Site facilities)	Includes provision of all required labor, equipment and consumable supplies. Includes coordinating with construction organizations (Safety, Area Managers, Subcontractors, etc.); regulatory required inspections; performing required environmental observations, data collection, and sampling; waste management (Hazardous, Universal, Oil Debris, etc.); SPCC containment management; Spill Response/Spill Kit Management; and implementing construction storm water Erosion Sediment & Pollution Prevention Plans (Storm Water Maintenance). Includes SNC access to existing WECTEC Storm Water Design Professionals.
C10	Provide the staffing support necessary to complement SNC staffing for scoping and building work packages, work package tracking, and work package closure	Includes oversight of involved subcontractors. Staffing support includes planners, procurement, FE’s, DE’s, QC, etc.
C11	Support of chemistry testing for testing and startup
C12	Oversight and Control of ASME Welding Processes	ASME welding – N-stamp certificate holder requirement
LICENSING SERVICES
L1	ITAAC Support	Includes ITAAC schedule activity management; subcontract scope review, support work package screening; vendor/supplier prioritization; Principle Closure Documentation (PCD) development; Completion Package (CP) development; PDP (Performance and Documentation Plan) development; and PCD tracking and maintenance. Includes design, installation, analyses and testing information required to support ITAAC closure.

A-5

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

	Service Provider Scope	Notes
L2	Preparation of Licensing Change Packages and departures (LAR and non-LAR)	Includes markups to the current Licensing Basis (e.g., UFSAR, Tier 1, Technical Specifications, etc.), results of screening activities, and Licensing Impact Reviews for engineering products. Support NRC meetings for LARs and responses to NRC Requests for Additional Information at Owners’ request. Includes risk release reviews upon request by Owners. Service Provider shall ensure all engineering support (including arising out of Baselines, ITAAC, or construction support) related to licensing materials (either covered with the Services or licensing materials being prepared by Owners) is completed such that the licensing materials can be developed in compliance with the Post-Transition Schedule. Support SNC and other owners before state/federal regulatory authorities. Maintenance of LCP schedule ties, licensing construction holds, schedule and program management.
L3	Licensing support of emergent engineering issues	Owners may request input for development of licensing positions or development of DCPs. Includes participation in LRBs, CCBs, Operations Safety Committee, Offsite Operations Safety Committee and preparation/support of emergent tech spec changes.
L4	Support for NRC inspections, requests for information and Owner RFIs
L5	Support for any challenges, hearings, or proceedings before the NRC, including, but not limited to, related to license amendments and ITAAC closure	Support includes NRC inspections, topical report reviews that directly support the Vogtle project, industry and site Quality Assurance audits, and INPO assessments through plant construction and testing.
L6	Support 10 CFR Part 21, 10 CFR 50.55(e) and 10 CFR 50.46 evaluations and reports	Including continuing to report 10 CFR Part 21 and 50.55(e) issues and 10 CFR 50.46 evaluations in accordance with regulations.
PROCUREMENT SERVICES
P1	Procurement of Modules •Mechanical Modules •Structural Modules, including Book II and III Materials •Safety related structural steel platforms and structures	•Management of all direct procurement and support organizations, including: oEngineering (procurement and design) oSupply chain/commercial/legal oLicensing oQuality

A-6

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

	Service Provider Scope	Notes
P2	Procurement of Engineered Components (includes ASME valves) •Tagged mechanical and electrical equipment (ex., valves, pumps, tanks, heat exchangers, MCC, batteries, etc.) •Standalone power source for security systems in the standard plant design •Security system computer equipment and associated infrastructure for all plant buildings	oProject controls oManagement of assigned budgets and/or input into the SNC financial governance process oDocument Management •Interface with design authority oCyber security modifications oDesign changes/improvements and lessons learned oDisposition of vendor requests for changes and non-conformances •Commercial grade dedication as required •Incorporating design changes into Permanent Plant Equipment only, post-delivery •Management of all quality/potential quality issues (regardless of when identified) •Maintain requisitioning, purchasing and vendor interface for engineering, procurement and any software purchases and licenses •Transition specific software platform responsibility to SNC, as requested Radiation monitoring equipment is supplied as part of the I&C package. Neutron sources are supplied under the fuels contract.
P3	Procurement of ASME III Materials (Pipe/Pipe Supports and other ASME procurements)
P4	Procurement of Highly Engineered Materials (Rebar, Embeds, non-ASME Pipe/Pipe Supports)
P5	Procurement/management of consumables, spare parts, components, instrumentation, equipment, and outside services related to testing and startup	Includes support for development of spare parts lists to support startup testing and plant operation. Includes management of all non-safety issues.
P6	Maintain and continue execution of Westinghouse Human Factors Program with existing personnel	Plant equipment local control panels shall conform to human factors guidelines as described in APP-GW-GRP-001.
PROGRAM SERVICES
ONP1	QA/QC	In accordance with 10 C.F.R. Part 50, Appendix B and ASME 1-1994. See Agreement, Article 13
ONP2	Continue execution of Site ECP Program with existing personnel	Includes provision of requested information to SNC ECP leadership.

A-7

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

	Service Provider Scope	Notes
ONP3	Maintain and manage Westinghouse QA program, including maintaining Westinghouse CAPAL program.	The Corrective Action Program is required to be compliant with 10 CFR Part 50 Appendix B for safety related SSCs. Includes performance of Root Cause Analyses, Apparent Cause Analyses, and preparation of related supporting documentation (CAPAL attachments related to the Services)
ONP4	Implementation the Interface of Corrective Action Programs (ICAP) Agreement and supporting full implementation of SNC CAP process.	Support transition to a single PI & CAP for the Site and development and implementation of interface protocol between Service Provider’s Corrective Action Program and SNC’s PI & CAP.
ONP5	Nuclear Safety Culture (NSC) Program
ONP6	Fully implement a Lessons Learned Program for Vogtle Units 3 and 4
ONP7	Fully implement a Trending Program in accordance with corrective action programs
ONP8	Aging Management for Electrical Cables	SNC will support Service Provider in completion of TAN DELTA testing.
ONP9	Equipment Qualification
ONP10	Containment Leak Rate Testing
ONP11	MOV/AOV
ONP12	PSI/ISI & PST/IST
ONP13	Snubber programs
ONP14	Development, implementation, and maintenance of fire protection program for areas under Westinghouse control.	Includes compliance with SNC fire protection program for areas under SNC control.
ONP15	Flow Accelerated Corrosion Acceptance Criteria
ONP16	Construction Training	Support initial and requalification needs for the Site construction; review and oversight of qualification program and maintenance of programs; and provide for LMS entry, qualification structure, and content changes.
ONP17	Emergency Preparedness and Training
ONP18	QA letter responses	Related to the communication of Site D/Ns and/or supplier issues that are identified during audits and resolution of those items.
ONP19	Construction Procedure Maintenance	Service Provider to support for ASME procedures
ONP20	Welding Program	Service Provider to support for ASME procedures
ONP21	Project Management Functions
ONP22	Baseline Test Data Accumulation and Analysis

A-8

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

	Service Provider Scope	Notes
ONP23	FOAK test programs	Include equipment
ONP24	Procurement / subcontract support
ONP25	Equipment labeling	Support
ONP26	Overall equipment maintenance program	Support
OPS READINESS SERVICES
OP1	Training	Support initial and requalification needs for the Site construction; review and oversight of qualification program and maintenance of programs; and provide for LMS entry, qualification structure, and content changes.
OP2	Support of physical security program implementation, including delivery of design information	Including work required to support fuel on-Site
OP3	Support of Initial Test Program (ITP) (includes Component, Pre-Operational, and Startup Testing) Performance Testing, and engineering support	Westinghouse will support SNC for site acceptance testing.
OP4	Development of testing specifications and procedures, preparation of SSCs for testing, conduct of testing and supporting programs/processes	Includes evaluation of test results, and resolution of RFIs, design issues, testing deficiencies, or other issues identified during testing. Development of test acceptance criteria and support approval.
OP5	Procedure preparation and updating for areas related to engineering support	Includes the drafting, updating, correction, and maintenance of all required procedures. Includes all standard plant procedures, except where directed otherwise by Owners.
OP6	Maintain and upgrade Unit 3 referenced simulators to successfully achieve Plant Referenced configuration including documentation and software changes necessary to implement baseline 8 design changes deferred to a later date.	Include all updated Simulator Training System (STS) documents

A-9

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

	Service Provider Scope	Notes
OP7	Provide procedures in time to support operator and instructor GAP Training as per the SNC schedule (Update to BL 8.4 or greater)	Includes: i.Deliver remaining SOPs ii.Deliver remaining MTIS procedures iii.Deliver remaining FHS procedures iv.Deliver AOPs and associated background documents v.Deliver EOPs and associated background documents vi.Deliver GOPs vii.Deliver P72 procedures viii.Deliver SAMGs including FLEX and Fukushima regulatory-required updates ix.Deliver ARPs x.Deliver site specific procedures as identified by SNC xi.Perform simulator validation of EOPs and AOPs Includes set-point data base to maintain ARPs in sync with procedures listed in i – viii above.
OP8	M&TE (Maintenance and Test Equipment)
OP9	Configuration management

Notes:

1. Where the term “includes” or “including” or similar is used, it should be read to mean “includes, but is not limited to” or “including, but not limited to”.

2. As provided in the Agreement, SNC may elect to transition certain Services or portions or Services from Service Provider to SNC or to a Third Party. Nothing in this Table A.1 limits SNC’s right to so elect, and Service Provider agrees to provide support for any such transition elected by SNC in accordance with the Agreement.

3. For all program-related Services, SNC anticipates transition of responsibility for and management of all programs to SNC either during the term of the Agreement or as part of the winding down of Services under the Agreement. For program-related Services, the Scope of Services listed in this Table A.1 should be presumed to include Service Provider’s support for any such transition and continued support as directed by SNC after such transition.

A-10

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Table A.2 – Division of Responsibilities

Facilities and Functional Areas	Division of Responsibility
Asset Preservation to Maintenance	SNC with Service Provider support
Construction Engineering	SNC with Service Provider support*
Licensing	SNC with Service Provider support
ITAAC	SNC with Service Provider support*
Information Technology	SNC with Service Provider support
Construction	SNC with Service Provider support*
Procurement	SNC with Service Provider support
ITP	SNC with Service Provider support
PI & CAP	SNC with Service Provider support
Document Control	SNC with Service Provider support
Cyber Security	SNC with Service Provider support
Training	SNC with Service Provider support
Digital I&C, Baseline 8, Simulator (LSS/CAS/PRS), I&C support through ITP	Service Provider (subject to Owners’ approval of changes)
Fire Protection	SNC with Service Provider support
Operational Control Center	SNC with Service Provider support*
Plant Security and Communications	SNC with Service Provider support
Vogtle 3 & 4 Plant Design Authority and Vogtle 3 & 4 Plant Design	Service Provider (subject to Owners’ approval of changes)
Work Management	SNC with Service Provider support
Aging Management for Elec Cables	Service Provider
Equipment Qualification Program	SNC with Service Provider support
Containment Leak Rate Program	SNC with Service Provider support
MOV and AOV Program	SNC with Service Provider support
ISI Program	SNC with Service Provider support
PST/IST Program	SNC with Service Provider support
Snubber Program	SNC with Service Provider support
Project Controls and Project Management	SNC with Service Provider support*

*The Parties acknowledge that Service Provider’s support under the noted areas shall be limited to staff augmentation unless mutually agreed otherwise.

A-11

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

EXHIBIT B

DELIVERABLES

The list of the types of Facility documentation to be provided to Owners will include the types of deliverable documents as provided in the table below. If appropriate and requested by the Owners, where there is a difference between the as-designed and as-built condition of the Facility, applicable Facility documentation shall reflect the as-built condition of the Facility. Each document shall be provided with all outstanding Non Conformances and EDCRs, as well as any outstanding configuration management system debt at time of turnover.

AP1000^® Facility documentation classified as Proprietary Class 2 or Non-Proprietary Class 3 specifically related to the design, construction, operation and maintenance of the Facility and identified in the table and lists below shall be provided via a controlled website or similar electronic information portal (but not SharePoint).

Instructions for access and review of Facility documentation, including a listing of index fields and query options, shall be provided by the Service Provider and may be electronically posted via a controlled website or similar electronic information portal that allows Owners to download such documentation (but in no event shall Service Provider use SharePoint for this purpose). All controlled Facility documentation will be provided with revision level control, and be uniquely designated.

The proprietary or non-proprietary classification of all documents included in the Facility documentation will be defined on an individual document level. Classification shall be in accordance with Service Provider’s BMS-LGL-28, “Proprietary Information and Intellectual Property Management Policies and Procedures”. Owners’ treatment of Facility documentation is described in Article 14 of the Amended and Restated Services Agreement.

I. Categories of Deliverables:

A. Documentation

See detailed breakdown table below in Section D.

B. Equipment

As part of its provision of the Services, Service Provider will deliver certain equipment, hardware and associated software, machinery, components, materials, and other items that will become a permanent part of the Facility (including certain items provided by Third Parties) (“Equipment”). During the Transition Period, the Parties will develop a schedule for the provision of the Equipment to support the Project Schedule.

B-1

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

This section does not list all Equipment or all categories of Equipment that will be delivered by Service Provider in connection with the Services. Service Provider will provide such Equipment as part and parcel of its performance of the Services. However, for the avoidance of doubt, the following Equipment will be provided pursuant to this Amended and Restated Services Agreement (all items include related components, hardware, and software, as applicable):

1. Limited-scope and plant reference simulators updated to Baseline 8+.

2. CYS/CMS - Cyber Monitoring System

3. SES - Security computer system (ARINC)

4. Safety and non-safety I&C deliverables, including but not limited to:

• Application software logic diagrams

• I/O database with all I/O points

• Termination Lists/Drawings

• Software requirements traceability matrices

• Operation and Maintenance Manual (O&M Manual)

• Hardware change kits and FCN documentation

• Hardware installation instructions

• Ovation and Common Q Logic and graphics packages

• Instrumentation datasheets, specifications, and installation details

• Regression testing reports and analysis

• System design criteria and functional specification

5. Standard Input-Output System (SIOS) test cart for PMS testing

6. All safety and non-safety core I&C systems

7. Permanent Plant Equipment

8. Modules

9. Engineered Material (Rebar, Embeds, Piping and Pipe Supports)

10. ASME Material

C. Software/Databases

1. Baseline 8 (fully implemented for all applicable systems/functions)

• all software updates and any future I&C design changes

2. NAP Monitor and Developer software tool

3. Executable Software for I&C systems

4. PLCs and any component software that interfaces with PLCs

5. RITS data access

6. Computerized Procedure System, including procedure builder executable software

7. Wall Panel Navigation executable software

8. DCIS application executable software

B-2

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

9. Provide base software and licenses required to support installation of I&C (Common Q, Ovation, etc.)

10. All BL8 software delivery for ICE-TE

D. Documentation

GENERAL AND ADMINISTRATIVE	Document Number Notes - Comments1
1.Design Control Document (Licensing), including information identified as “incorporated by reference” in DCD Table 1.6-1.	•APP-GW-GLR-700 (DCD Rev. 19) •Applicable Documents Specified in Table 1.6-1 of the DCD/FSAR (Documents Incorporated by Reference)
2.AP1000® and AP600 WCAPs and Technical Reports that Apply to the Implemented Design	•See above •APP-FSAR-GLN-XXX (Any Licensing Departures and Changes applicable to SNC)
3.AP1000® Documentation Guidelines and Document Numbering	•APP-GW-GMP-005 Latest Rev. (Document Numbering Procedure) •APP-GW-GMP-006 Latest Rev. (Component Numbering Procedure)
4.Core Reference Report for first core	•APP-GW-GLR-156  AP1000® Core Reference Report
5.Security Related information (Target Sets, Safeguards and SUNSI Information)	•APP-GW-GLR-066 (TR-94)  AP1000® Safeguards Report •Other Assessments and Target Set Documents. •SUNSI information provided as applicable for each deliverable identified in this able
6.Onsite and Offsite dose analysis reports	•Agreed Documents – Document numbers will be defined.
7.Vendor manuals	•APP-xxx-VMM (Vendor Manuals) •APP-xxx-JED (Instrument Vendor Catalog)
8.WEC Emergency Preparedness Plan (SV-G1-GSH-004)	•SV0-G1-GSH-004.
9.Licensing documentation including a.Licensing Change Packages, including markups to the Current Licensing Basis (e.g.,	•APP-FSAR-GLN-XXX (Any Licensing Departures and Changes applicable to SNC along with checklists and forms providing supporting documentation)
______________________ 1Documents listed in this column are intended to provide a list of deliverables necessary to satisfy the deliverable obligations. It is understood that some needs may occur in which other documents may be required to complete the deliverable obligations and the parties will negotiate these requests in good faith on a case by case basis.

B-3

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

UFSAR, Tier 1, Technical Specifications, etc.) b.Completed form detailing Engineering supporting documents c.All current native CAD files or other native file types that serve as the source files for figures in the UFSAR and Plant-specific Tier 1	•Native Drawing Files (FSAR drawing files)
PROJECT MANAGEMENT	Project Management Procedures are various numbered documents. The listed documents that will meet those definitions will be provided.
1.Project Execution Plan
2.Project Specific Control Procedures
3.Project Schedule (includes Engineering, Procurement, QA, ITP and Construction)
4.Project Change Notices (Scope, Budget, Schedule Variances)
5.Official Project Correspondence
6.Monthly Progress Reports (which includes project control reports, project schedule status updates, financial status, etc.)
7.PCC outstanding issues list
QUALITY ASSURANCE
1.Service Provider Quality Assurance Program	•Westinghouse QMS
2.QA Procedures produced specifically for Vogtle 3&4 Project which describe the interface with SNC	•Pursuant to the interface agreed per Section 13.1(c)
3.QA Data Packages, as relevant, including items such as:	•APP-xxx-VQQ (Equipment (formerly vendor) QA/QC - Inspection Document)
a.Approved Non-Conformance Reports/ Dispositions (N&Ds)	•APP-xxx-VQQ (Equipment (formerly vendor) QA/QC - Inspection Document)
b.Radiographic/Non-Destructive Test Data (Radiographs)	•APP-xxx-VQQ (Equipment (formerly vendor) QA/QC - Inspection Document) •APP-xxx-VW (Equipment (formerly vendor) Welding and Non-Destructive Evaluation)

B-4

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

c.Non-Destructive Examination Records (NDE)	•APP-xxx-VQQ (Equipment (formerly vendor) QA/QC - Inspection Document) •APP-xxx-VW (Equipment (formerly vendor) Welding and Non-Destructive Evaluation)
d.Heat Treatment Records	•APP-xxx-VQQ (Equipment (formerly vendor) QA/QC - Inspection Document)
e.Material Origin Certifications	•APP-xxx-VQQ (Equipment (formerly vendor) QA/QC - Inspection Document)
f.Field Inspection Reports	•APP-xxx-VQQ (Equipment (formerly vendor) QA/QC - Inspection Document)
g.Weld Data Reports	•APP-xxx-VQQ (Equipment (formerly vendor) QA/QC - Inspection Document)
h.Final Quality Inspection and Release Documents or Certificate of Compliance	•APP-xxx-VQQ (Equipment (formerly vendor) QA/QC - Inspection Document)
4.Applicable Quality Records supporting the current suppliers on the Westinghouse QSL (Qualified Supplier List) applicable to Vogtle 3 & 4 Project	•See Section 13.5 Audit reports produced under agreement by Third Party sources (example NIAC) are prohibited by agreement to be provided to the Owners.
ENGINEERING
1.Systems
a.Applicable Calculations & calc notes	•APP-xxx-M3C-100 (Mech System Control Requirements) •APP-xxx-M3C-101 (Instrumentation Requirements) •APP-xxx-M3C-300 (Power Production Reliability) •APP-xxx-E8C-100 (Elect System Control Requirements) •APP-xxx-E8C-101 (Elect System Instrumentation Requirements) •APP-xxx-E8C-100 (Elect System Power Production Requirements) •APP-xxx-J7C (Component Functional Logic and Setpoint Calculations) •Documents may also be 800100, 800101, and 800300
b.System Specification Documents (design criteria and functional specifications)	•APP-xxx-M3-001 (Mechanical System Specification Documents) •APP-xxx-E8-001 (AC Electrical System Specification Documents) •APP-xxx-J7-001 (Instrumentation and Control Systems)

B-5

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

c.Piping and Instrumentation Diagram	•APP-xxx-M6- (Piping and Instrumentation Diagrams)
d.Piping Isometrics	•APP-xxx-PLW (Pipe Line Work Packages)
e.HVAC Duct and Support Drawings	•APP-Vxx-MD (Ductwork and Dampers) •APP-xxxx-SH (Hangers and Supports-Multipurpose)
f.Logic Diagrams	•APP-J3-xxx (I & C - Logic Diagrams, PBDs, Interlock Sheets)
g.Single Line Diagrams	•APP-xxx-E3 (System One-Line Diagrams)
h.Three Line Diagrams	•APP-xxx-E4 (System Three-Line Diagrams) •APP-xxx-E5 (Combined Wiring Diagrams)
i.Wiring Diagrams	•APP-xxx-E3 (System One-Line Diagrams) •APP-xxx-E5 (Combined Wiring Diagrams) •APP-xxx-ED (480V, 380V & 227V Distribution Panels)
j.Piping Specifications	•APP-PL02-Z0-101 (AP1000® Class 1 Piping and Non-Class 1 Extensions Design Specification) •APP-PL02-Z0-102 (AP1000® Class 2, 3 Piping and B31.1 Extensions Design Specification) •APP-GW-P1-200 (AP1000® Non-ASME III Piping Design Requirements) •APP-PL02-Z0-007 ( • •® Specification for Shop Fabricated Piping) •APP-PL02-Z0-008 (AP1000® Field Fabricated Piping and Installation ASME III, Code Class 1, 2 and 3 and ASME B31.1)
k.Pipe Support Details	•APP-xxx(x)-PH (Pipe Supports)
l.ASME III Design Reports	•Piping and Pipe Hangers: ASME Section III final As-built design reports for piping (Unit Specific Design reports, P0R documents) and piping supports unit specific design reports. •Equipment: Unit Specific Equipment (formerly vendor) Design Report (VDR documents)
m.Applicable AP1000® Safeguards Information (See Note 1)	See above in General Section.
n.Applicable AP1000® Equipment Databases (See Note 1)	•The following will be provided: SPF data, WEMMEX, PDS model information, MEL.
o.Master Equipment list	•MEL
p.Plant Specific Heat Balance	•APP (And Unit)-MG01-VD (Thermal Performance Heat Balance) •APP-GS-M4C-100 (Turbine Heat Balance Diagram Calculations)

B-6

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

q.ApplicableSet point Basis Documents	•APP-xxx-M3C-5xx (System Specification Calculation)
r.Radiation analysis reports	•APP-xxxx-N5 (Radiation Zoning)
s.Licensing planning and management database	•Licensing Change Matrix
t.Ovation and Common Q Logic and graphics packages	•See Section B for I&C software delivery.
u.Instrumentation datasheets, specifications, and installation details	•APP-xxx-J0-xxx (I&C - Multipurpose) •APP-xxx-J1 (I&C - Design Criteria) •APP-xxx-J5 (I&C - Loop Diagrams/Termination Documents) •APP-xxx-J8 (I&C - Installation Details) •APP-xxxx-J2 (I&C - Instrument Locations) •APP-xxx-J3 (I&C - Logic Diagrams, PBDs, Interlock sheets) •APP-xxx-J1-100 series (I&C - Design Criteria)
v.MOV/AOV vendor data sheets and design information	•Various, as provided by the vendor
w.Approved Design Change Packages (DCPs)	•APP-GW-GEE-XXXX (Design Change Proposals), applicable to SV0, SV3 or SV4.
2.Equipment
a.ApplicableDesign or Equipment Specifications (See Note 1)	•APP-xxx-Z0 (Functional Specifications) •APP-xxx-Z0D (Data Sheets) •APP-xxx-Z0R (Design Reports) •APP-xxx-J1 (Automation Functional Specifications) •APP-xxx-J4 (Application Functional Specifications) •APP-xxx-PHP (WECTEC Design Reports and Data Sheets)
b.Outline Drawings	•APP-xxxx-V1 (Equipment - Outline Drawings)
c.General Assembly Drawings and Equipment location Drawings	•APP-xxx-P3 (Equipment Locations) •APP-xxx-P3X (Equipment Locations) •APP-xxx-E2 (Electrical Equipment Locations) APP-xxxx-P2 (General Arrangements) •APP-xxx-P5 (Mounting Supports) •APP-xxx-CE (Embedment Drawings) •APP-xxx-SHX (Support Index Documents)
d.Wiring Diagrams	•APP-xxx-V4 (Equipment - Wiring Diagrams) •APP-xxx-E0 (AC Electrical - Multipurpose) •APP-xxx-E5 (AC Electrical - Schematic Drawings or Documents) •APP-xxx-E5K (AC Electrical - Schematic Drawings or Documents - Engineering and Field Sketches)

B-7

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

	•APP-xxx-EW (AC Electrical - Wire and Cable) •APP-xxx-J8Y (I&C - Installation Details - Document)
e.Control Logic Drawings	•APP-xxx-J3 (I&C - Logic Diagrams, PBDs, Interlock sheets) •APP-xxx-J1-100 series (I&C - Design Criteria)
f.Electronic Equipment Software descriptions, versions and instructions	•APP-xxxx-GHY (Infor. Mgt Syst and Info. Technology Document)
g.Electronic Equipment Software Validation and Verification Packages	•APP-xxxx-T2R (Test Result Reports)
h.Equipment Qualification data packages	•APP-xxx-VBR (EQ Summary Reports) •APP-xxx-VDR (EQ Test Reports and some Design Reports) •APP-xxx-VQQ (Quality Release and C of C)
i.Environmental Reports (includes conclusions and summaries but not detailed test data)	•APP-xxx-VTR (Test Reports) •APP-xxx-VPR (EQ Test Reports)
j.Applicable Equipment Vendor Technical Manuals or Information Packages (SeeNote 1)	•APP-xxx-VMM (Vendor Manuals) •APP-xxx-JED (Instrument Vendor Catalog) •APP-xxxx-J0M (Technical Manual)
k.Vendor Schedules for Manufacture and Delivery of Commodities (including modules and Shield Building panels)	•Schedule information as available
l.Hardware installation instructions	Would be in Vendor Manuals or specific installation procedures for Westinghouse provided components.
m.Warranty related information (e.g., vendor warranty, warranty claims)	Would be in Vendor Manuals and provided by vendors.
n.Combustible Loading Calculations & Schedules	•Fire Protection Analysis Report APP-xxxx-N4R •APP-xxxx-AF (Fire Protection/Fire Boundaries)
3.AP1000® Building Drawings and Reports
a.General Arrangement Drawings	•APP-xxxx-P2 (General Arrangements) •APP-xxx-E6 (Electrical Hazard maps) •APP-xxx-E9 (General Notes) •APP-xxx-EB (Bus Dusts) •APP-xxx-EG (Grounding) •APP-xxx-EL (Lighting) •APP-xxxx-AF (Fire Protection/Fire Boundaries)
b.Concrete Outline Drawings	•APP-xxxx-CC(x) (Concrete)

B-8

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

c.Rebar Drawings	•APP-xxxx-CR (Concrete reinforcement) •APP-xxxx-C3 (Key Concrete Reinforcement) •APP-xxxx-C8 (Concrete Reinforcement Placing & Fabrication Drawings)
d.Seismic Analysis Reports (results, not input calculation notes or models)	•APP-xxxx-VGR (Equipment (formerly vendor) Seismic Report) •APP-xxxx-VDR (Equipment (formerly vendor) Design Report)
e.Containment Penetration Drawings	•APP-xxxx-P0 (Piping Multipurpose-Penetrations) •APP-xxxx-P0X (Piping Multipurpose-Penetrations List) •APP-xxxx-M0 (Mechanical Multipurpose-HVAC Duct Penetrations) •APP-xxxx-M0X (Mechanical Multipurpose-HVAC Duct Penetrations List) •APP-ML05-V2-xx(x) (Platework, Liners, and Penetration Sleeves) •APP-MV50-V1-xxx (Equipment - Outline Drawings) •APP-MV50-V2-xxx (Equipment - Assembly Drawings) •APP-xxxx-E0 (Electrical Multipurpose- Penetrations) •APP-xxxx-E0X (Electrical Multipurpose- Penetrations List) •APP-xxxx-V1 (Mechanical Multipurpose - Structure, Components Penetrations) •APP-xxxx-V6 (Mechanical Multipurpose - Structure, Components Penetrations) •APP-EY01 (AC Electrical Specialties, Penetrations) •APP-EY02 (AC Electrical Specialties, Penetrations)
f.Wall and Floor Penetration seal details and supporting test reports	•See above Penetration Details
g.Embedment and Attachment Drawings	•APP-xxxx-CE(x) (Concrete Embedded Metal)
h.Raceway and Raceway Support Drawings	•APP-xxxx-ER (Raceway (AC or DC)) •APP-xxxx-ERB (Raceway (AC or DC) BOM) •APP-xxxx-SH (Hangers and Supports-Multipurpose) •APP-xxxx-SH-Exxx (Hangers and Supports-Multipurpose) •APP-xxxx-S7 (Raceway/Duct/Instr. Location Drawings)

B-9

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

i.Cable and Conduit Lists including routing data (cable database)	•APP-xxx-E0X (AC Electrical Multipurpose List) •APP-xxxx-ERR-500 Series (Raceway AC or DC Report) •APP-xxx-EW (AC Electrical - Wire and Cable) •APP-xxxx-E0 (AC Electrical-Multipurpose) •APP-AB01-xxxx (Architectural Blockouts and Barriers) •Database output from Cable Manager
j.Cable Termination Details	•APP-xxx-EW (AC Electrical - Wire and Cable) •APP-xxx-E3 (AC Electrical - Single Line Diagrams) •APP-xxx-E5 (AC Electrical - Schematic Drawings or Documents) •APP-xxx-E9 (AC Electrical - Notes, Symbols and Details) •APP-xxx-J5 (I&C - Loop Diagrams/Termination Documents) •APP-xxx-DDY (DC Distribution Panels Documents) •APP-xxx-EAY (Low Voltage Distribution Panel Documents)
k.Structural Steel Frame Drawings	•APP-xxxx-SS(x) (Structural Steel)
l.Structural Modules Sub-Assembly Drawings	•APP-xx(x)-S5(x) (Structural Sub-Module Documents) •APP-xx(x)-S4(x) (Structural Sub-Assembly Documents) •APP-xx(x)-S8(x) (Structural Installations Documents)
m.Composite lay-out drawings	•APP-JC01-V1 (Equipment (formerly vendor) Outline drawing)
n.Module Drawings	•See above item m.
o.Instrument Tubing and Support Drawings	•APP-xxx-JTW (Instrument and Tubing Pipes Work Packages)
p.Plant 3D PDS Model files including WEMMEX	3D model is not a ‘quality record’, but is a provided as a quality tool to assist in plant management and operations. “As-Designed for Standard Plant”. Only applicable to Standard Plant Buildings – including WEMMEX data and attributes. Method of delivery and access throughout project to be defined jointly with Owner

B-10

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

q.Civil Drawings and Lists (e.g. joint sealers, roofing, building sealers. doors and frames, stairs, room finish, ceilings, elevators, masonry, membranes/barriers, embedments, blockouts, etc.)	•APP-xxxx-AG (Architectural - General) •APP-xxxx-AM (Architectural - Masonry) •APP-xxxx-AR (Architectural-Rooms and Room Numbering) •APP-xxxx-AT (Architectural - Thermal/Moisture) •APP-xxxx-AW (Architectural - Woods, Plastics, Gypsum, Composites) •APP-xxxx-A0 (Architectural - Multipurpose) •APP-xxxx-A9 (Architectural - Notes, Symbols, and Details) •APP-xxxx-AB (Architectural - Blockouts and Barriers) •APP-xxxx-AD (Architectural - Doors, Hatches, and Windows)
r.Building Drawings and Schedules (floors, roofs, walls, elevations, framing, columns, base plates, cranes/hoists, stairs, platforms, equipment support, etc.)	•see above •APP-xxxx-AR (Rooms and Room Numbering)
4.Configuration management metadata including Design Debt from SmartPlant Foundation and Documentum	Metadata and document attributes in Documentum, EDMS documentum, and SmartPlant Foundation for SV0, SV3, and SV4.
5.Cyber Security Identification, Assessments and Remediation	•APP-GW-Y5R-001 (Identification Report) •APP-xxx-Y6R-001 (Assessments reports) •APP-GW-Y8 (Cyber Security - Specifications) •APP-GW-Y4 (Cyber Security -Drawings/Diagrams)
6.China Lessons Learned for AP1000®	•Not a document or database.
7.DCP database (information in Smart Plant Foundation)	•Metadata in SPF on DCPs.
8.Applicable E&DCRs	•XXX-XXX-GEF(E&DCRs applicable to SV0, SV3, and SV4)
9.Safety analyses reports (e.g., LOCA analysis	•Reports - does not include calculations or methodologies as described in the initial note.
PROCUREMENT	Procurement Documents are various numbered documents. The documents that will meet those definitions will be provided.
1.List of suppliers from the Westinghouse Qualified Suppliers List (QSL) and WECTEC (QRL)	The suppliers on these lists are limited to safety-related suppliers providing items or services to the Vogtle 3&4 project (see Section 13.5)

B-11

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

2.Source Verification, Supplier Audits & Reports	Pursuant to Section 13.5
3.Site Receipt Inspection Procedures
4.Handling, Shipping, and Storage Procedures
5.Equipment Technical Specifications and related drawings
6.Vendor Contracts
7.Vendor Documentation, Records, Reports, etc. as provided to Westinghouse by vendor
CONSTRUCTION	Documents are various numbered documents. The listed documents that will meet those definitions will be provided.
1.Construction Execution Plan
2.Site Plan	•APP-xxxx-X4 (Surveys) •APP-xxxx-X2 (Site Plans & Prospective) •XXX-xxxx-X9 (General Notes) •XXX-xxxx-XD (Site Drainage) •XXX-xxxx-XE (Excavation) •XXX-xxxx-XF (Fencing) •XXX-xxxx-XR (Rail) •XXX-xxxx-XS (Roads) •XXX-xxxx-XP (Site drawings) •XXX-xxxx-XG (Site grading drawings) •XXX-xxxx-PL (Pipe Line Underground) •XXX-xxxx-XP (Site Pilings and Caissons)
3.Construction Specifications
4.Applicable Construction Drawings (See Note 1)
5.Safety Reports
6.Safety Data Sheet
7.Field Purchase Orders, Receipt & Audit Reports for permanent plant equipment
8.Field Deficiency Reports
9.Welding Records (PQR, PQAR and WPS)
10.Field Engineering Procedures
11.System Flushing Index & Reports
12.Construction Testing Reports (included in Turnover Packages)
13.Work packages including all phases of work

B-12

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

14.Equipment / System / Area Turnover Packages
15.Construction Lifting, Handling & Erection Procedures
16.Construction procedures (Fluor)
17.Batch Plant Procedures
18.Construction Test and Inspection Records
19.Heavy Equipment Records (Operating procedures, inspection records, etc.)
20.Boundary Identification Packages
21.Lifting plans (e.g., CA01 lift plan)
22.Heavy Lift Derrick Removal Plan
23.Safe Load Plans and Supporting Calculations
24.Civil Material & Property Reports
25.Mechanical Property Records for Safety Related Components
26.PM records (warehouse and installed pms)
27.Mechanical, Civil, Electrical and I&C Installation and Inspection Procedures
28.Occupancy Inspections & Reports
29.Measuring and Test Equipment program documents and data
30.Records to support environmental reporting
31.Construction training materials
32.Well water use records/logs (MU3 & MU4 and the Dewatering system)
33.Construction Storm water Erosion, Sedimentation & Pollution Control(ES&PC) Plans for all NOI areas.
TESTING & STARTUP
1.AP1000® Standard Startup Site Administrative Manual	•SV0-GW-GBH-360 (Site Specific Commissioning Program) •APP-GW-TSM-3XX (Startup Administration Manual) • APP-GW-GJP-150 (Operating Procedures Verification And Validation) •APP-GW-GJP-152 (Operation Procedure Development, Verification And Approval Process)

B-13

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

	•APP-GW-GJP-100 (Writer’s Guideline For Operating Procedures) •APP-GW-TSP-105 (Preparation of AP1000® Startup & Operations Support Test Procedures and Specifications)
2.AP1000® Standard Pre Operational Testing Specifications and Procedures	•APP-XXX-T1-5XX (Test Specifications) •APP-XXX-T1P-5XX (Test Procedures) •APP-XXX-T1D-XXX (Testing Data Sheets) •APP-XXX-T1R0-XXX (Testing Requirements/Reports)
3.AP1000® Standard Structural Integrity Test Procedure	•APP -MV50-T1 (CV Structural Integrity Test Specification)
4.AP1000® Standard Integrated Leak Rate Test Procedure	•APP-CNS-GJP-801 (Type A - Integrated Leak Rate Testing Procedure)
5.AP1000® Standard Testing & Maintenance Procedures (Initial Start-up and Operations)	•APP -xxxx-T1P (Testing Procedures) •APP -xxxx-GJP (General Operation Procedures) •APP-XXX-T1-6XX (Startup Test Specifications) •APP-XXX-T1P-6XX (Startup Test Procedures) •APP-XXX-T1-65X (Test Specifications) •APP-XXX-T1P-65X (Test Procedures)
6.AP1000® Standard Testing Acceptance Criteria (ITAAC) Closure Packages	•APP-XXX-ITH (ITAAC closure Plans) •ITAAC Database information •ITAAC Principle Closure Documents that are considered deliverables discussed in other parts of this table
7.AP1000® Standard Operating Procedures (e.g. Normal, Emergency)	•APP-GW-GJP-1XX (General Operation Procedures) •APP-GW-GJR-1XX  (General Operation Peports) •APP-GW-GJP -2XX (Emergency Operation Procedures) •APP-GW-GJR-2XX (Emergency Operation Background) •APP-GW-GJP -3XX (Abnormal Operation Procedures) •App-GW-GJR-3XX (Abnormal Operation Background) • APP-XXX-GJP-40X (Alarm Response Procedures) •APP-XXX-GJP-10X (System Operating Procedures)) •APP-XXX-GJP-8XX (Maintenance, Test, Inspection, & Surveillance Procedures)
8.Spare Parts Lists	•Not defined yet but will provide

B-14

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

9.Special Tools Lists	•Not defined yet but will provide
10.Calibration Procedures	•APP-xxxx-GJP (General Operation Procedures)
11.Measuring and Test Equipment program documents and data	•Not defined yet but will provide
12.Calibration, Startup and Performance Test Reports (including Calibration records)	•APP-xxxx-T1R (Testing Requirements/Reports)
13.Factory Acceptance Test reports	•Vendor Manuals •APP-xxx-T2R (Testing Report)
14.Chemistry Specifications and Requirements	•APP-GW-GEM-200 Chemistry Manual •APP-XXX-Z0 (Specifications) •APP-GW-Z0-604 (Coatings for CV) •APP-G1-X0-001 (Coatings Design Requirements)
15.Digital Test Strategy	•Document to be identified later.
16.Component Test Packages	•Would be in Work Packages or Construction documents.
17.[RESERVED]	[RESERVED]
18.Operator GAP Training Materials	•Document to be identified later.
19.Punch Lists	•Document to be identified later.
20.Special test instrumentation specs/requirements; data acquisition systems?	•Document to be identified later.
OTHER	Documents are various numbered documents. The listed documents that will meet those definitions will be provided.
1.Project-specific CAP/ICAP records when closed	Pursuant to the interface agreed per 4.1(g)
2.Simulator	Delivered
a.Design – simulator drawing package and model requirements documents
b.V&V records – simulator test reports
3.Physical security (SES)	See General Section Item 5.
a.Procurement documents
b.Design documents, reports
4.Aircraft Impact Assessment Reports	Document to be identified later.
5.Cyber Security Project Governing Documents	See Engineering Section Item 5.
a.Identification and Assessment Data
7. Human Factors Engineering (HFE) Plans and Reports	•APP-OCS-GEH (Human Factors - General

B-15

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Engineering Plan)

•APP-OCS-GER (Human Factors - General Engineering Report)

Note 1: “Applicable” being defined as that documentation for which the BMS-LGL-28, “Proprietary Information and Intellectual Property Management Policies and Procedures”, evaluation process permits delivery to Owners. Documents types that are not categorized as deliverable documents include models (computer, engineering and evaluation models), methods, inputs to methods, developmental or manufacturing test data, experience-based data, correlations and sensitivity studies.

B-16

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

EXHIBIT CRATES AND INVOICING

RATES AND REIMBURSABLE COSTS

1. “Fee” shall mean the total of the amounts paid under Sections 3(e), 6, 7 and 13.

2. This Agreement is a fully cost-reimbursable contract that covers the Services defined herein as well as those services that may be requested and/or directed by Owners in the future. The Parties agree that all direct and indirect costs and expenses of all Services or other items to be provided under the Agreement shall be fully paid for by Owners according to the terms of this Agreement and this Exhibit C.

3. Domestic Labor:    Service Provider shall bill U.S. based services with three components: [***].

a. [***]

b. [***]

c. [***]

d. [***]

e. Westinghouse shall be paid [***] on domestic labor costs (the total of each bare labor wage times its applicable labor multiplier) under this Agreement.

4. Non-U.S. Based Labor:    Service Provider shall bill non-U.S. based services on a [***] as follows:

a. [***] engineering labor shall be billed at [***].

b. [***] engineering labor shall be billed at [***].

5. Service Provider shall bill, and be reimbursed for, all project related travel expenses (incurred in accordance with its corporate Global Travel and Entertainment Policy), project related living allowances (incurred in accordance with its corporate US Domestic Assignment Procedure and Summary of VC Summer and Vogtle Domestic Assignment Package Terms and Conditions), and other direct costs as mutually agreed (to include but not be limited to reimbursement of project-specific insurance premiums and costs associated with and required transfers of regulatory permits), [***].

6. For Westinghouse, Service Provider shall bill all third party costs (vendors, subcontractors, materials, services, etc.) on a cost-reimbursable basis and shall be paid a [***].

C-1

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

7. For WECTEC, Service Provider shall bill all third party costs (vendors, subcontractors, materials and services, etc.) on a cost-reimbursable basis, [***].

8. Construction Equipment Rates

a. For Service Provider owned construction equipment located on the Site as of the Effective Date, the Parties agree to a schedule of rates (included in Exhibit I (Rates for Leased Equipment)) based on [***]. Prior to the Effective Date, Owners will provide a schedule of Service Provider-owned construction equipment that Owners do not intend to use after the Effective Date which Owners may update from time to time throughout the term of this Agreement. Service Provider shall be responsible for demobilization of all Service Provider-owned equipment on Site after the Owners have informed Service Provider that Owners no longer intend to use this equipment; with the exception that for the Bigge Heavy Lift Derrick (HLD) crane, the Parties agree that:

i. Owners shall be responsible to disassemble and load the HLD using Owner-provided craft and field non-manual staff and equipment;

ii. Owners shall use best efforts to accomplish this demobilization as cost effectively as possible, will maintain demobilization-specific labor cost records, and will share these labor cost records with Service Provider;

iii. Service Provider shall be responsible for the transportation arrangements and costs of the HLD components off-Site and their eventual disposition; and

iv. [***]

b. For leased construction equipment located on the Site as of the Effective Date, Owners will either assume Service Provider’s existing equipment rental subcontracts, will obtain replacement equipment from other vendors, or Service Provider will provide existing leased equipment on a cost pass-through basis. For subcontracts or leases not assumed by Owners, Service Provider or equipment vendor will be responsible for demobilization of leased equipment that is on the Site as of the Effective Date provided under such subcontracts or leases.

9. [***].

10. [***].

11. [***]. Service Provider shall bill Owners for the Services performed under this Agreement to finish, update, develop, deliver, or provide the Deliverables in the same manner as for all other Services. The Parties agree to continue to negotiate

C-2

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

separate agreements with commercially reasonable terms typical to the nuclear industry for products that the Parties mutually agree fall outside the scope of this Agreement. [***].

12. [***]. Service Provider shall bill Owners for the Services performed under this Agreement to develop, provide access to, and deliver the Facility IP in the same manner as for all other Services.

13. Incentives.    The Parties agree to pricing incentives that in the aggregate, permit Service Provider to earn an additional fee that in the aggregate, could total [***] of the amounts paid to Service Provider under this Agreement that is tied to the following performance incentives:

a. Modules and engineered equipment and materials target cost savings sharing arrangement under which:

i. The Parties will, prior to the Effective Date, agree to a target cost for costs to be incurred during the term of this Agreement for all Service Provider supplied modules and engineered equipment and materials.

ii. The Parties acknowledge that the target cost may adjust during the term of this Agreement, and such adjusted target cost shall be applied for the purposes of this Exhibit. Prior to the Effective Date, the Parties will develop a mutually agreeable method for tracking such adjustments and re-establishing the target cost.

iii. Upon completion of procurement activities for all Service Provider supplied modules and engineered equipment and materials:

1. If Service Provider delivers all modules and engineered equipment and materials at a total cost [***] above the agreed target cost, Service Provider earns no cost savings sharing fee; or

2. If Service Provider delivers all modules and engineered equipment and materials at a total cost [***] below the agreed modules and engineered equipment and materials target cost, Service Provider will earn cost savings sharing fee in an amount that is equal to the cost savings achieved that [***].

b. Engineering target cost savings sharing arrangement. If Service Provider delivers all engineering services during the term of this Agreement at a total cost [***] below the agreed engineering target cost, Service Provider will earn cost savings sharing fee in an amount that is equal to the cost savings achieved that [***].

C-3

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

c. Engineering deliverables timeliness incentive fee ([***]), with specific deliverables and timeliness incentive fee dates and amounts to be mutually agreed.

d. First fuel load milestone achievement fee ([***]) should first fuel load occur at or prior to the scheduled fuel load date identified by Owners at conclusion of the Transition Period.

14. For services that are shared between the Vogtle and Summer AP1000^® projects, Service Provider will apportion the billed amounts between the two projects.

15. a.    Service Provider will receive an initial payment [***] of the Effective Date. The initial (and one-time) payment will approximate the first month’s estimated costs. A true up of the initial payment to actual costs will be performed [***] of the initial payment. The difference between the initial payment and the first month’s actual costs will be refunded (credited) to the Owners’ account within the [***] of the Agreement term. The amount of the initial payment that is not refunded (credited) to the Owners’ account [***] of the Agreement term will be paid back as follows:

• [***];

• [***]; and

• [***].

If either party terminates the Amended and Restated Services Agreement, the Service Provider will pay any portion of the initial payment not already paid to Owners’ account within thirty (30) days.

b.    Service Provider will invoice once per month (by the 10th of the month) beginning in the first month of this Agreement.  Payments will be due within 30 days of invoice date.  For late payment, Service Provider shall be entitled to interest equal to the Prime Rate plus one percent (1%).

16. Invoices will be accompanied by reasonable detailed supporting documentation. At Owners’ expense, Owners’ independent auditor will have the right to examine on Service Provider’s premises all reasonable information required by Owners to substantiate proper invoicing.

INVOICING

A. Invoices. Invoices for Services performed in a calendar month shall be transmitted to Owners on or before the tenth (10^th) day of the following month. Each invoice shall be accompanied by the following documentation sufficient to demonstrate Service

C-4

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Provider’s right to the amount of such payment: (i) employee summary billing information and costs tied to project work breakdown structure; (ii) detail for Service-Provider-owned equipment charges; (iii) invoices for rented equipment; and (iv) vendor invoices for material purchases, including material description per item, quantities per item, freight, sales taxes, the reason for the purchase and any additional similar information respecting the amount invoiced by the vendor.

B. Owners shall be responsible for all sales and use tax associated with the Services to be provided under this Agreement. However, if Service Provider is required by law to make any tax payments associated with Services to be provided under this Agreement, costs associated with such payments shall be passed through to Owners with no fee, adders, multipliers or interest.

C. Owners’ payment of an invoice or portion thereof does not constitute approval or acceptance of any item or cost in that invoice nor shall it be construed to relieve Service Provider of any of its obligations under this Agreement. Payment shall not waive Owners’ right to dispute an invoice.

D. Payment Disputes. If Owners determine that invoiced amounts are not due and payable to Service Provider, Owners shall notify Service Provider of Owners’ objection to the invoice in writing, as provided in Article 19 (Dispute Resolution).  Owners shall continue to pay all invoices during the pendency of negotiations or dispute resolution; provided, however, that in recognition of Owners’ agreement to pay one hundred percent (100%) of all invoices, even disputed amounts, Service Provider agrees that a payment dispute shall not give Service Provider the right to stop work. Provided however, that failure to pay any invoice shall give Service Provider the right to stop work and to exercise its termination rights under the Agreement.

E. Lien Waivers. In order to be valid, each invoice submitted by the Service Provider must be accompanied by interim lien waivers and releases, in the form and substance as provided by Owners, executed by the Service Provider with respect to the Services completed prior to the date of such invoice.

F. Final Lien Release; Contractor’s Affidavit. In order to be valid, Service Provider’s invoice for the final payment from Owners under this Agreement must be accompanied by (i) lien releases and waivers executed by Service Provider in the form and substance as provided by Owners; and (ii) Service Provider’s affidavit in the form and substance as provided by Owners executed by Service Provider; provided, however, to the extent that one or more disputed claims is identified on the final lien releases and waivers form, then the Service Provider’s affidavit shall be provided contemporaneously with the resolution of such disputed claim(s).

C-5

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

Exhibit D

FORM OF STAFF AUGMENTATION AGREEMENT

STAFF AUGMENTATION AGREEMENT

This STAFF AUGMENTATION AGREEMENT (“Agreement”), effective as of _____________ (the “Effective Date”) is entered into by and between Westinghouse Electric Company LLC, with offices in Cranberry Township, Pennsylvania (“Westinghouse”), WECTEC Global Project Services Inc., with offices in Charlotte, North Carolina (“WECTEC” and collectively with Westinghouse, “Service Provider”), and GEORGIA POWER COMPANY, a Georgia corporation, for itself and as agent for OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA AND THE CITY OF DALTON, Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners, as Owners (collectively, the “Customer”). Both Customer and Service Provider are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WITNESSETH

WHEREAS, Owners and Service Provider entered into an agreement on July 20, 2017 (“Services Agreement”) for Service Provider to provide services to Owners in connection with the development, design, procurement, construction and testing of two AP1000^® nuclear units at the Vogtle Electric Generating Plant in Waynesboro, Georgia (the “Project”); and

WHEREAS, Customer and Service Provider desire to enter into an agreement under which seconded Service Provider personnel can be provided by Service Provider to work for Customer in order to support continued performance of work on the Project.

NOW THEREFORE, in consideration of the foregoing and the covenants herein recited, the Parties, intending to be legally and mutually bound, hereby agree as follows:

1. DEFINITIONS

1.1. Candidates shall mean any person referred to Customer by Service Provider to be considered as a potential Worker under this Agreement.

1.2. Labor Rate shall mean the agreed hourly labor rate for the Worker in question.

1.3. Owners shall mean Georgia Power Company; Oglethorpe Power Corporation (An Electric Membership Corporation); Municipal Electric Authority of Georgia; MEAG Power SPVJ, LLC; MEAG Power SPVM, LLC; MEAG Power SPVP, LLC; and The City of Dalton, Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners.

1.4. Secondment Services shall mean all work performed by Workers while seconded to Customer pursuant to this Agreement.

1.5. Workers shall mean the personnel employed by Service Provider and seconded to Customer pursuant to this Agreement.

D-1

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

2. STAFF AUGMENTATION

2.1    Provision of Workers

A. Customer may, from time to time, request from Service Provider Workers for Secondment Services to be performed. To request such Secondment Services, Customer shall issue a “Contract Labor Requisition Form” (a form of which is attached hereto as Attachment 1). The Contract Labor Requisition Form shall set forth any requirements for the Secondment Services to be performed including, but not limited to, the number of persons Customer believes are needed to perform the Secondment Services, the skill set, education, experience and qualifications of the Workers who would perform the Secondment Services, the specific types of Secondment Services to be performed, the expected duration of the Secondment Services, and the location (subject to Section 2.3B) where the Secondment Services would be performed. Customer may request specific Workers by name. Service Provider will use reasonable efforts to attempt to fulfill Customer’s request for specifically-named Workers.

B. Service Provider shall then determine if it is able to fulfill, either fully or partially, Customer’s request. If Service Provider is unable to fulfill a Customer request, then Service Provider shall notify Customer within ten (10) days of the receipt of Customer’s request. If Service Provider is able to fully or partially complete Customer’s request, then Service Provider will complete the Contract Labor Requisition Form by providing information such as the names of the Candidates to perform the Secondment Services, the Candidates’ qualifications, the average salary for the function being performed, and estimated relocation costs (if any) and submit the completed Contract Labor Requisition Form to Customer within ten (10) days of the receipt of Customer’s request. Customer shall then review such completed requisition within five (5) business days of receipt and shall accept or reject, in full or in part, in writing, Service Provider’s completed requisition, as indicated on the Contract Labor Requisition Form for the designated Candidates. In the event any Candidate is rejected by Customer, Service Provider may submit a replacement Candidate within (5) business days for Customer’s acceptance or rejection within (5) business days. Customer shall accept or reject, in writing, any Candidate.

C. If applicable, Service Provider shall be responsible for promptly gathering and transmitting to Customer all applications and supporting documentation for Candidates as necessary for Candidates to be evaluated by Customer to ensure compliance with NRC 10 C.F.R. Part 26, “Fitness for Duty Program” and related requirements, and Customer shall reimburse Service Provider for all associated reasonable, documented out-of-pocket expenses. Service Provider and Workers will adhere to Customer’s Fitness for Duty policy and all other Customer policies. Service Provider agrees to notify Customer of any Candidate or Worker who has been denied access or removed from activities within the scope of 10 C.F.R. Part 26 at any nuclear power plant for violation of a Fitness for Duty policy. Notwithstanding anything to the contrary herein, Customer may reject any Candidate or require Service Provider to immediately terminate or reassign any Worker for failure to qualify under or for violation of Customer’s Fitness for Duty policy.

D-2

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

E. Each Contract Labor Requisition Form issued by Customer for Secondment Services and accepted by Service Provider shall be governed by the terms and conditions of this Agreement and the Contract Labor Requisition Form. Each Contract Labor Requisition Form shall be independent of any previously issued or subsequently issued Contract Labor Requisition Form, unless specifically and expressly provided otherwise in a subsequently issued Contract Labor Requisition Form.

F. If applicable, Service Provider shall be responsible for promptly gathering and transmitting to Customer all applications and supporting documentation for Workers as necessary for Candidates to be evaluated by Customer to ensure compliance with NRC 10 C.F.R. Part 26, “Fitness for Duty Program” and related requirements, and Customer shall reimburse Service Provider for all associated out-of-pocket expenses. Service Provider agrees to notify Customer of any Candidate or Worker who has been denied access or removed from activities within the scope of 10 C.F.R. Part 26 at any nuclear power plant for violation of a Fitness for Duty policy. Notwithstanding anything to the contrary herein, Customer may reject any Candidate or immediately terminate or reassign any Worker for failure to qualify under or for violation of Customer’s Fitness for Duty policy. Customer reserves the right, in preparation for the declaration of a protected area for the Project, to specify additional requirements with respect to Fitness for Duty and access authorization for such proposed protected area, with the consent of Service Provider (which consent will not be unreasonably withheld).

2.2    Revision to Requested Secondment Services

Should Customer choose to amend any of the requirements of the Secondment Services to be performed for a particular Contract Labor Requisition Form, then it shall issue a new Contract Labor Requisition Form.

2.3 Personnel

A. Service Provider shall, for the Workers, pay all employment-related taxes, such as requirements for unemployment compensation, worker’s compensation for off-site activities, disability, required income and social security tax withholdings, and other legally mandated payments, for Workers provided by Service Provider. Customer shall have no liability or responsibility in this regard.

B. Workers may be located at the Project site or at any other location agreed in writing by the Parties.

C. Service Provider shall, for the Workers, handle all of the administration (including promptly obtaining any required work permits of any kind required for the Workers to perform the Secondment Services), medical needs/evacuation and travel in accordance with all appropriate laws and regulations. All required paperwork for any required Worker-related permits shall be promptly submitted by Service Provider or its Workers to ensure the timely access to the Project site in order to perform the Secondment Services. Service Provider shall not provide Workers who are foreign nationals as defined in 10 C.F.R. §810.3 without the

D-3

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

prior written consent of Customer. When Service Provider provides Workers who are not U.S. Citizens or legal residents of the United States, Service Provider shall comply with all U.S. laws regarding foreign nationals working in the United States, including, if applicable, the laws and regulations concerning the transfer of nuclear-related technology (See 10 C.F.R. Part 810). All out-of-pocket expenses incurred by Service Provider in obtaining all necessary immigration documents, visas, work permits, medical needs and travel expenses necessary for the Workers to perform the Secondment Services for Customer shall be considered Reimbursable Costs. Service Provider shall include the estimated cost of such expenses in its monthly invoice submitted to Customer pursuant to Section 4. Customer shall pay such amount, and such amount shall be subject to true-up, in accordance with Section 4.

D. Service Provider shall be solely responsible for all labor relations matters pertaining to all Workers described herein, including but not limited to, the selection, hiring, training, discipline, transfer, lay off, recall, promotion, reward, adjustment of grievances, compensation and retention in its employ of such personnel as Service Provider deems necessary in Service Provider’s reasonable judgment to fulfill its duties and obligations herein. Customer will not be involved in the labor relations of Service Provider and, with respect to all persons engaged by Service Provider as Workers, will not nor attempt to exercise any of the foregoing labor relations responsibilities.

E. Customer and Service Provider shall assign coordinators for the purpose of providing local direction, decision-making and administration of this Agreement, as set forth in the table below:

Service Provider Corporate Coordinator: [TBC] Customer Corporate Coordinator: [TBC]

The Service Provider Corporate Coordinator duties will include:

• Receiving and responding to all Contract Labor Requisition Forms;

• Actively participating in Customer’s strategic resource planning activities;

• Being Customer’s primary point of contact for this Agreement; and

• Providing reasonable and necessary assistance to resolve any payment/invoice discrepancies.

2.4 No Guarantee of Positions or Workers

The Parties agree that there is no guaranteed number of open positions, either expressed or implied, that will be requested by Customer. The Parties also agree that there is no guarantee that Service Provider will be able to fill any or all of Customer’s open positions.

2.5 Replacement of Workers

Customer shall have the right to request Service Provider to remove, replace or reassign any Worker for cause after notice of same. Upon receipt of Customer’s notice, Service Provider shall promptly comply with such notice, subject to compliance with applicable

D-4

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

state and federal law and any relevant rules and regulations promulgated thereunder and, if available, provide replacement Candidates for Customer’s review and approval in accordance with Section 2.1.

2.6    Service Provider Remains Employer

Although Service Provider shall retain no right to direct, supervise or control the activities of Workers at the Project site, Workers shall remain at all times on Service Provider’s payroll and participate in Service Provider’s employee benefit programs, if eligible, and Service Provider may communicate with Workers for administrative purposes. Service Provider shall be responsible for the payment of Workers’ salaries or wages, payroll taxes and employee benefits, and for maintaining workers’ compensation insurance coverage for Workers. Service Provider shall indemnify, defend and hold Customer, Owners and their affiliates, and the respective officers, employees and agents thereof, harmless from and against any and all claims, losses, damages, liabilities, legal fees and expenses resulting from or arising in connection with any failure to pay such wages or benefits, or to withhold appropriate taxes as required hereby.

2.7 Responsibility for Work Product

Because Workers will be under the exclusive direction, supervision and control of Customer at the Project site, Service Provider shall have no liability to Customer for loss or damage arising out of or resulting from the activities of Workers at the Project site while seconded to Customer, including but not limited to, costs of re-performance or rework, injury to or death of persons, loss of or damage to property including property of Owners or others. Service Provider shall have no liability to Customer, Owners or others who may use or benefit from the work or Secondment Services of the Workers for any professional error or omission, workmanship deficiency, or direct or consequential losses or damages of any other kind arising from the activities of Workers at the Project site.

3. RELATIONSHIPS WITH WORKERS

3.1 Independent Contractor Status

The Parties expressly intend and agree that Service Provider is acting as an independent contractor, and neither Service Provider nor any Worker is an agent or employee of Customer. Nothing in this Agreement shall be construed or implied to create a relationship of partners, agency, joint ventures or of employer and employee as between Service Provider and Customer. Further, neither Service Provider nor its personnel, agents, subcontractors nor Workers have any authority whatsoever, expressed or implied, by virtue of this Agreement, whereby such persons or entities are authorized to commit Customer, in any way, to perform in any manner or to pay money for purchased services or materials.

3.2 Service Provider Employees

The Parties agree that in the performance of this Agreement, the Workers shall remain solely as employees of Service Provider. Service Provider is responsible for the hiring, termination and administrative management, but not Project site management, of all such Workers. Customer shall not be obligated to provide Service Provider or the Workers with any of the rights and privileges established for Customer’s employees. If a secondment is terminated by Customer prior to the anticipated end of the secondment, then Customer shall be responsible for the costs to return such Worker to his or her point

D-5

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

of origin and the costs to replace such terminated Worker, if required, and Customer shall reimburse Service Provider directly for all such costs.

3.3 Control of Work Sites

Customer shall at all times maintain full control of the work sites at the Project, including the direction of the Workers while the Workers are performing Secondment Services for Customer.Customer shall provide all necessary direction to Workers assigned to their respective work sites at the Project in order to properly complete the Secondment Services.

3.4    Day-to-Day Control

Workers shall be under the exclusive direction, supervision and control of Customer during such times as such Workers are seconded under this Agreement, and Service Provider shall retain no right to supervise, direct or control such Workers during such times. At no time during performance of specific or assigned tasks shall the Workers receive or act under instructions from Service Provider.The Workers shall comply with the applicable Project and office rules, regulations, and safety procedures and with all applicable laws and regulations including export control laws and regulations. If appropriate for the assignment, Customer shall be responsible for providing appropriate employee support functions and facilities such as office space that are similar to the facilities provided for other personnel similarly situated at that location and shall provide all needed office or site facilities, Information Systems & Technology computer and communication equipment, software, telephone, small tools, reprographics, supplies and support services for Workers working at the Project site.

3.5    Termination

In addition to the right to immediate dismissal under Section 2.5, Customer may terminate the secondment of any Worker at any time upon providing five (5) days’ advance notice to Service Provider or its local representative, if any.

4. COMPENSATION

Pricing, rates and invoicing will be handled by the applicable terms in the Services Agreement.

5. EQUIPMENT AND FACILITIES

5.1 Furnished Equipment

Customer shall, at no cost or expense to Service Provider, provide all necessary computers, mobile phones, office space, tools, equipment, patterns, scaffolding, rigging, supplies, materials, and protective clothing which are or may be required for the Workers to provide Secondment Services in accordance with the terms of this Agreement and the directions of Customer for so long as this Agreement is in effect.

5.2     Work Practices

A. Customer will cause the Workers to comply with the standard work practices established at the Project site and any other site at which the Workers are performing Secondment Services. Such standard work practices will be provided in writing to the Workers providing Secondment Services at the Project site. These standard work practices shall include, but not be limited to, safety policies

D-6

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

and regulations, security and cyber security policies and regulations, Fitness for Duty, quality concerns, quality control, quality assurance, radiation protection and control, environmental compliance and regulatory compliance, communications, work hours, use of cafeteria, medical facilities (if any), dress codes, phones, faxes and copy machines. Customer shall promptly notify the Workers, in writing, of any changes in such policies and procedures that are relevant to the Workers.

B. The Parties acknowledge that Workers’ movements through accessible areas of a facility or plant may require that authorized personnel escort individuals that have not been accorded unescorted access status. Workers who require unescorted access to Customer’s facilities will be screened by Customer in accordance with applicable regulatory and industry requirements.

6. QUALITY REQUIREMENTS

6.1    Quality Assurance

Customer shall cause the Workers to perform Secondment Services in accordance with the Quality Assurance Program provided by Service Provider to Customer under the Services Agreement, the details of which shall be provided, in writing, to the Workers.

6.2 Procurement of Secondment Services Related to Digital Computer and Communication Systems and Networks

A. Any Secondment Services furnished under this Agreement that are classified as cyber security related shall be subject to the controls of Customer’s Quality Assurance and cyber security programs. The details, policies and requirements of such program will be provided to Workers prior to performing cyber security related Secondment Services.

B. When providing Secondment Services on critical digital assets (hardware, firmware, operating systems, or application software) at Customer’s or Owners’ facilities, each Worker agrees to abide by Customer’s cyber security program as follows:

1. Before beginning permitted access to Customer’s network, each Worker shall be made aware of Customer’s cyber security program and must agree to abide by the relevant policies.

2. To participate in Customer’s cyber security training programs or equivalent qualification from Service Provider.

3. To adhere to the following Customer cyber security policies:

(a) Configuration management of the Service Provider’s computers, to include virus protection, patch management, authentication requirements and secure internet connections.

(b) Maintain secure transfer and storage of information and code while off-site.

(c) Duty to protect confidentiality.

(d) Software quality assurance (“SQA”) procedures.

(e) Approved and disapproved software requirements tabulation.

(f) Requirements and procedures for background investigations.

D-7

CONFIDENTIAL& PROPRIETARY

CONFIDENTIAL TRADE SECRET INFORMATION

7. INSURANCE

7.1. Customer and Service Provider Insurance

If applicable, the insurance requirements of the Services Agreement are incorporated herein.</