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INSURANC: NOT REWIRED
<br />WORK MAY PROCEED
<br />CLERK OF COUNCb
<br />MTP SEP 12 2017
<br />NON -DISCLOSURE AGREEMENT
<br />A-2015-243-01
<br />A Com') This NON -DISCLOSURE AGREEMENT ("Agreement") is entered into and effective as of
<br />seDternber
<br />17 ("Effective
<br />Co'� �� FEZ nonprofit public benefit corporation ("Discloser"), between St. and the City of Santa Joseph
<br />altyatcharter California
<br />municipal corporation organized and existing under the Constitution and laws of the State of
<br />California ("City" or "Recipient'). Each of the foregoing are hereinafter referred to as "Party" and
<br />together as the "Parties."
<br />WHEREAS, Discloser is a health care entity presently in negotiations with the City
<br />regarding the development of the property located at 205 West Civic Center Drive, Santa Ana,
<br />California, as a multipurpose wellness center; and
<br />WHEREAS, Discloser desires to provide Recipient with Confidential Information, and
<br />Recipient wishes to possess such information, for the purpose of enabling Recipient to evaluate a
<br />potential business transaction with Discloser ("Purpose').
<br />NOW, THEREFORE, in consideration of the mutual promises and covenants herein
<br />contained, Discloser and Recipient agree as follows:
<br />1. "Confidential Information" shall mean any business or technical information relating to the
<br />prospective transaction between the parties disclosed by Discloser in any form (written, visual,
<br />electronic, aural, or otherwise) to Recipient that is treated by Discloser as proprietary, confidential,
<br />or a trade secret, including but not limited to, any information, financial statements, social security
<br />information, tax returns, processes, methods, know-how, trade secrets, technical information,
<br />drawings, graphs, analytical data, data analyses, copyrighted information, techniques, equipment,
<br />software programs, costs, profit and loss information, operating procedures, analytical protocols and
<br />equipment, financial information, purchasing lists, customer lists, corporate alliance agreements,
<br />internal memoranda, investor lists, capitalization tables, business and contractual relationships,
<br />business forecasts, cost and pricing analyses and forecasts, marketing plans, and information
<br />regarding third parties disclosed by Discloser to Recipient or obtained by Recipient through
<br />observation or examination of information or developments.
<br />2. The purpose of this Agreement is to enable Recipient to evaluate and/or carry out an actual
<br />or potential business transaction with Discloser. Upon execution of this Agreement, Discloser agrees
<br />to disclose to Recipient such items of its Confidential Information, which City determines is needed
<br />for Recipient to carry out the Purpose of this Agreement.
<br />3. Subject to Section 7 below, Recipient agrees to hold any and all Confidential Information
<br />provided to Recipient pursuant to this Agreement in confidence, and to not disclose the Confidential
<br />Information to any other parties; provided, however, that Recipient may disclose Confidential
<br />Information to those of its respective directors, officers, members, employees, attorneys, and
<br />consultants (collectively, the "Representatives') who reasonably require access to the Confidential
<br />Information in order to evaluate the transaction contemplated herein, provided, however, that
<br />Recipient shall cause its Representatives to comply with and be bound by the terms of confidentiality
<br />and non-use contained herein. Recipient further agrees to not use the Confidential Information in any
<br />way, including for the commercial benefit of Recipient or any other party, outside of the express
<br />purpose for which it was disclosed to Recipient by Discloser.
<br />4. Within ninety (90) days after the date of receipt of a written notice by the Discloser,
<br />Recipient must (i) destroy or return all of Discloser's Confidential Information then in its
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