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any Utility Contribution Agreement; it being
understood, however, that no contributing utility
shall have any obligation to make any payment
under a Utility Contribution Agreement which pay-
ment becomes due at any time following the date
of termination. After BRC has satisfied all of
its obligations relating to the Project, BRC shall
promptly pay any funds remaining in the Reserve
for Expenses to PMC.



The rights of the parties in regard to inventions, discoveries, patents, know-how, data and information resulting from, arising under or related to Project Activities, including the grant to BRC and to each of the utilities which has entered into a Utility Contribution Agreement of a non-exclusive, irrevocable, royalty-free license to make and use any such invention, discovery, know-how, data and information whether patented or not, shall be as set forth in paragraphs E-1.0 and E-3.0 of the ERDA Agreement, which are hereby incorporated herein, and PMC shall take such actions as BRC shall reasonably require in order to fully enforce the rights granted to BRC under said paragraphs.




Dissemination of Information

BRC shall serve as a primary liaison between
the Project and the electric utility industry and
the public, and in this respect shall use its best
efforts to help assure the broad dissemination of
Project data and information within such limitations
and restrictions as may exist under applicable law
or any Principal Project Agreement. PMC and BRC
shall consult regularly with respect to programs
for dissemination of such data and information.

(b) Industry Personnel

BRC shall serve as a primary liaison between
the Project and the electric utility industry with
respect to arranging for industry personnel to engage
in Project Activities or to receive training in con-
nection therewith, including, to the extent practi-

cable, the opportunity to have qualified personnel
visit, observe and work on the Project within such
limitations and restrictions as may exist under
applicable law or the Principal Project Agreements.
Subject to the foregoing limitations and restrictions,
and to the extent practicable, PMC shall provide or
arrange for reasonable opportunities for qualified
utility industry personnel designated by BRC and
acceptable to PMC to observe and engage in Project
Activities or receive training in connection therewith.
Senior Counsel


BRC shall be reasonably available, through its directors, officers and committees, to provide senior counsel to PMC in the interest of the Project.




(a) PMC shall (i) keep BRC fully advised re-
garding its activities with respect to the Project,
(ii) furnish BRC technical and scientific information
and other data developed in the course of the Project
and (iii) provide BRC reports (at least quarterly)
concerning the progress and the economic and technical
status of the Project in such detail as BRC may reason-
ably request, both within such limitations and restric-
tions as may exist under applicable law or the Princi-
pal Project Agreements. As part of this obligation
to keep BRC fully advised, PMC shall provide BRC at
least annually a projected budget (covering cash flow,
obligations, anticipated commitments and contingencies)
and will notify BRC in writing should it at any time
reasonably appear that Project resources will be
insufficient to enable the continued effective con-
duct of the Project. PMC shall also provide BRC
annually with a copy of its annual audited financial

(b) BRC shall give ERDA reasonable advance notice of and the opportunity to attend the meetings of BRC's Board of Directors as an observer, shall otherwise keep ERDA generally informed of its activities, and shall afford ERDA reasonable opportunities to consult with BRC.

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In recognition of the fact that PMC, BRC and the

electric utility industry are participating in the Project on a nonprofit basis; the unusual risks associated with the Project; and the importance of the Project to the future energy resources of the people of the United States, the respective undertakings and obligations of PMC and BRC and their directors, officers, agents and employees under this Agreement shall be deemed to be fully performed and satisfied by the exercise of good faith, best efforts to perform and satisfy such undertakings and obligations. In performing their obligations hereunder, neither party shall be required to take any action which would constitute it a public utility or affiliate thereof within the meaning of any federal, state or local law or which would conflict with the provisions of its Articles of Incorporation or By-laws.

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(a) Any controversy, claim, counterclaim or
dispute arising out of or relating to this Agreement
or any breach thereof, shall be submitted to arbitra-
tion upon the request of either PMC or BRC in the
manner provided herein. The party submitting a re-
quest for arbitration shall serve notice upon the
other party setting forth in detail the matter or
matters to be arbitrated, including a statement of
the facts or circumstances giving rise to the con-
troversy, claim, counterclaim or dispute involved and
the party's contention with respect to the correct
resolution thereof. If the request for arbitration
involves in whole or in part a matter of accounting,
the sole arbitrator with respect to the accounting
matter shall be a firm of independent public
accountants selected jointly by the parties. With
respect to any other question, or if such firm of
independent public accountants is unable or un-
willing to act, the parties shall endeavor to
agree upon and appoint one person to act as sole
arbitrator. If the parties fail to agree upon such
sole arbitrator within such 15 days, they shall,
and either of them may, within five days there-
after, request the Chief Judge of the United States
Court of Appeals for the Seventh Circuit to appoint
an arbitrator. If the Chief Judge does not appoint

an arbitrator within 30 days of the date of the re-
quest for arbitration, the parties shall, and either
of them may, within the next ten days thereafter,
request the American Arbitration Association to
appoint the arbitrator pursuant to its then existing

(b) The arbitration shall be conducted in
accordance with the rules of the American Arbitration
Association then in effect, to the full extent that
such rules are not inconsistent with Illinois law.
The parties agree that any arbitrator serving here-
under shall give full force and effect to all of the
provisions of this Agreement. The findings and award
of the arbitrator shall be binding and conclusive with
respect to the matter or matters submitted to arbi-
tration, except as the same may be modified, corrected
or vacated in accordance with the Illinois statute
then in effect governing arbitration. The costs of
arbitration shall be divided equally between the




This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and shall not be amended or modified without the prior written approval of ERDA, Commonwealth Edison Company and Tennessee Valley Authority.

This Agreement shall

be construed so as to be consistent with the provisions of the ERDA Agreement.



Nothwithstanding any other provisions of this


Agreement, the parties hereto expressly agree to recognize and honor the provisions of paragraph 9.4 of the ERDA Agreement, which paragraph is incorporated herein by reference. also agrees that upon proper demand of TVA and CE, or upon proper demand of the trustee appointed pursuant to the provisions of said paragraph, it will, without regard to any other provisions of this Agreement deliver such documents as may be necessary to fully effectuate the provisions of said paragraph, including, if required, the assignment and delivery

of the TVA-BRC and the CE-BRC Contribution Agreements to said trustee. BRC further agrees, notwithstanding any other provisions of this Agreement, that it will not deduct monies for expenses or reserves otherwise permitted under this Agreement from payments due, paid, or to become due under the TVA-BRC or the CE-BRC Contribution Agreements and waives all of its rights to make such deductions. BRC further waives any right of setoff or recoupment it may have now or in the future with respect to such funds. BRC and PMC hereby expressly acknowledge that the provisions of this Article XIX shall control over any other provisions of this Agreement which may be inconsistent with this Article XIX.

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