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<br />CONFIDENTIALITY AND NON -DISCLOSURE AGREEMENT
<br />This NON -DISCLOSURE AGREEMENT ("Agreement") is entered into and effective as
<br />of October 21, 2021 ("Effective Date"), by and between Nth Generation Computing, Inc., a
<br />California corporation ("Nth Generation" or "Recipient"), and the City of Santa Ana, a charter city
<br />and municipal corporation organized and existing under the Constitution and laws of the State of
<br />California ("City" or "Discloser"). Each of the foregoing are hereinafter referred to as "Party" and
<br />together as the "Parties."
<br />WHEREAS, the City has determined that a cybersecurity assessment of the City's
<br />information technology cybersecurity protocols, including training, software, hardware, and the
<br />City's capabilities to respond to the global and ongoing threat to the City's data and uninterrupted
<br />function of City services is an ongoing and vital concern for the City; and
<br />WHEREAS, Recipient is providing to City a complimentary cybersecurity assessment
<br />utilizing the Center for Internet Security (CIS) Critical Security Controls (CSC), the City shall
<br />provide certain Confidential Information regarding the City's cybersecurity protocols, including
<br />training, software, hardware, and the City's capabilities for Nth Generation to provide a
<br />confidential report to City on its findings and assist the City with recommendations to improve the
<br />cybersecurity posture of the City.
<br />NOW THEREFORE, in consideration of the Recipient's access to and provision by the City of
<br />Confidential Information, the parties agree as follows:
<br />I. Purpose of Disclosure. The disclosure of Confidential Information by the City to
<br />Recipient is made for the purpose of performing a cybersecurity assessment for the City and
<br />providing a confidential report to the City on its findings and to assist the City with
<br />recommendations to improve the cybersecurity posture of the City.
<br />2. Confidential Information. "Confidential Information" means any information,
<br />technical data, or knowhow, whether received in physical, verbal, or electronic format, including,
<br />but not limited to, that which relates to methods, research, product plans, products, services,
<br />software, developments, processes, designs, drawings, engineering, hardware configuration
<br />information processes, formulae, compositions, systems, techniques, and computer programs
<br />which may include but may not be limited to specifications, designs, plans, process flows
<br />diagrams, functional descriptions of security systems, security drawings, security software,
<br />security protocols, personal data (protected by applicable California law), data protection,
<br />marketing data, customer lists, vendor lists or other information, which is proprietary, trade secret,
<br />or confidential to the City of Santa Ana. Such Confidential Information may be designated in
<br />writing by City to be confidential or proprietary, or if given orally, is confirmed promptly in writing
<br />CONFIDENTIALITY AND NON -DISCLOSURE AGREEMENT
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