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Non-disclosure And Non-solicitation Agreement

NonDisclosure Agreement NDA

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 This NonDisclosure Agreement NDA involves

BLACK HILLS CORP /SD/ | Black Hills Corporation

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Date: 5/10/2016
Industry: Electric Utilities     Sector: Utilities

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In consideration of the eligibility for and receipt of incentive plan benefits, including the Black Hills Corporation Short-Term Incentive Plan, Employee knowingly and voluntarily agrees to these Non-Disclosure and Non-Solicitation obligations, as follows:



Access to Confidential Information . Employee is employed in a position that, in the course and scope of Employee’s employment, provides Employee access to various trade secrets and confidential information belonging to the Company, including information created by Employee alone or jointly with others. Such information enables Employee to perform services of a unique or special nature. Employee acknowledges Employee’s employment places Employee in a position of trust and confidence with the Company, its shareholders, officers, directors, employees, customers and agents.



Scope of Confidential Information . Black Hills Corporation, its subsidiaries and affiliates (herein referred to collectively as the “Company”) are engaged in diversified energy businesses, including regulated gas and electric utilities, oil and gas exploration, coal mining, and wholesale power generation. Employee acknowledges that the Company’s businesses and services are highly specialized, and the identity and particular needs of the Company’s customers, contract counter-parties, suppliers and contractors are not generally known. The term “Confidential Information”, for purposes of this Agreement, includes all information and material, whether in written, electronic, or oral form, or any other form whatsoever, that is proprietary and has not been publicly disclosed by the Company, including the Company’s trade secrets. Specifically, Confidential Information also includes but is not limited to:


(a)Documents and personally private information regarding (i) the Company’s employees (identifying information, protected health information, salary/incentive pay structure and information, performance evaluations); (ii) contract counterparties; and, (iii) transactions with counterparties, including information that is provided to Company that is subject to obligations of confidentiality;


(b)Business plans and strategies, records of financial performance, methods of operation, budgets, sales or forecasts;


(c)Competitive analyses, engineering plans or drawings, training materials;


(d)Pricing information and costs or projected costs;


(e)Bids or proposals, and contract arrangements with counterparties, including specific terms of such arrangements;


(f)Financial statements, analyses, reports and positions, that are not publicly disclosed;




(g)“Work product” that has been compiled by employees or agents of the Company or purchased by the Company (such as subscriptions), even if the information contained in the work product is or could be publicly available; and,


(h)Any other information that the Company would not divulge to any of its competitors.


Confidential information also includes all information that is derivative in nature, such as all documents or items that reflect what Employee does with, or how Employee evaluates or adapts the information to a particular use. Employee further acknowledges that trade secrets and other Confidential Information of the Company are and will be developed through substantial expenditure of time, intellect, craft, skill, effort and money and are the Company’s valuable and unique property, the loss of which cannot adequately be compensated by damages in an action at law.



Disclosure and Use of Confidential Information . Employee will use the Confidential Information only for purposes of performing Employee’s duties to the Company, within the course and scope of Employee’s employment. Employee will not use or disclose any Confidential Information, in whole or in part, for any other purpose. Employee agrees to keep confidential all Confidential Information and to preserve the confidential and proprietary nature of the Confidential Information at all times, even following the termination of Employee’s employment for any reason, whether voluntary or involuntary. Employee will not, directly or indirectly, copy, take or remove from the Company’s premises or from secure electronic information systems and hardware any Confidential Information. Nothing in this Agreement prohibits Employee from reporting possible violations of state or federal law or regulations to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, or the Federal Energy Regulatory Commission, or from making other disclosures that are protected under the whistleblower provisions of applicable law. In addition, nothing in this Agreement precludes Employee from participating in government investigations or inquiries relating to the Company.



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