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A- 2015 -300A CONFIDENTIALITY AND NON - DISCLOSURE AGREEMENT THIS CONFIDENTIALITY AND NON - DISCLOSURE AGREEMENT (the "Agreement") is made by and between. Sloan Vazquez, LLC, a California Limited Liability Company ( "Company ") and The City of Santa Ana, ( "the City "), a California Municipal Corporation, 1. Background and Purpose. The parties hereto have entered into a contractual agreement whereby the City has secured Company to conduct municipal solid waste and recycling service market research, and assist the City with the review and renegotiation of its current solid waste services contract, and /or develop and manage a procurement process whereby the City may v choose to enter into a new contractual agreement for the provision of municipal solid waste and recycling services, (the "Proposed Transaction "). For purposes of supporting the evaluation and decisions with respect to the Proposed Transaction (the "Purpose "), the City expects to make available to Company certain information concerning its current service contract, financial evaluations, solid waste operations, assets and liabilities. This information may be in both oral and written form. As a condition to the information being furnished to each party and its directors, officers, employees, agents or advisors (collectively, "Representatives "), Company agrees, for a period of three (3) years following the date hereof, to treat the Evaluation Material (defined below) that is furnished to it or to its Representatives (the "Recipient") in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions as set forth in this Agreement. 2. Definition of Evaluation Material. Except as provided in Section 3 below, "Evaluation Material" shall mean all information that is furnished to a Recipient by the City or its Representatives ( "Discloser ") that concerns the party that is either confidential, proprietary or otherwise not generally available to the public and that: (a) is designated in writing to be confidential or proprietary; or (b) if given orally, is confirmed promptly after disclosure in writing as having been disclosed as confidential or proprietary; or (c) should reasonably be understood by the Recipient to be nonpublic, confidential or proprietary due to the circumstances under which the disclosure was made and the nature or content of the information; including, but not limited to, any and all information and data, financial or otherwise, electronic, written or oral, with respect to the business affairs or operations of the City that is or has been disclosed to the Recipient including all analysis, compilations, studies or other documents prepared by the City. 3. Exceptions. The term "Evaluation Material" does not include information that the Recipient is able to demonstrate: (a) was in its possession prior to receipt from the Discloser, provided that the source of the information was not then and is not now subject to confidentiality obligations owed to the Discloser with respect to the information;