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INSURANCE NOT REQUIRED
<br />WORK MAY PROCEED
<br />CLERK Of COUNCIL
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<br />p: ITo (t)
<br />NON -DISCLOSURE AGREEMENT
<br />This NON -DISCLOSURE AGREEMENT ("Agreement"), is made and entered into as of April S, 20123
<br />("Etfectivo Date") by and between THE CITY OF SANTA ANA (the "City") and Verizon Business
<br />Network Services Inc., a Delaware corporation with its principal offices at One Verizon Way, Basking
<br />Ridge, New Jersey, 07920 ("VBNS") and its affiliates (defined as an entity controlling, majority-owned,
<br />controlled or under common voting control with VBNS , or a contractual or joint venture partner,
<br />possessing, whether by contract or otherwise, similar rights or obligations (individually or collectively, the
<br />"Company"), The City and the Company may be referred to herein collectively as the "Parties" and
<br />individually as a "Party".
<br />WHEREAS, the City and the Company desire to engage in preliminary, discussions concerning the
<br />deployment of wireless and wireline network infrastructure, among other, related matters;
<br />WHEREAS, the Company may provide to the City Confidential Information (as dofined below) to
<br />allow the City the ability to understand the wireless and wireline network deployment;
<br />NOW, THEREFORE, in consideration of the foregoing, the City and the Company hereby agree
<br />as follows:
<br />1. "Confidential Information" means information not generally known to the public, and which is
<br />maintained by the Company as confidential, whether of a technical, business or other nature that
<br />relates to the infrastructure and network deployment or a potential agreement between the City and the
<br />Company. Other information, although not necessarily directly related to tho infrastructure and
<br />network deployment or a potential agreement between the City and the Company, is nevertheless
<br />disclosed as a result of the Parties' discussions, and that should be reasonably understood by the City
<br />to be confidential or proprietary because of: (f) legends or other markings, (if) the circumstances of
<br />disclosure, or (iii) the nature:of.the information itself to be Confidential Information.
<br />2, The Company may provide Confidential Information in written or tangible form (including
<br />information in computer software or held in electronic storage media) or by oral, visual or other
<br />means. Confidential Information may also, without limitation, include confidential or proprietary
<br />documents, plans, records, reports, correspondence, applications, data and any and all other sources of
<br />information, If the Confidential informnation is provided orally, it shall be deemed to be confidential
<br />or propricany n raenunco as such oy me company ac rno nine n is proviam. uontictenuai
<br />Information shall not include information that is in the public domain, infonnation that the City
<br />independently and lawfully obtains and/or information that the City obtains by a court order.
<br />By submitting the Confidential hifornnation, the Company does not grant to the City or any third
<br />party any license, explicitly or implicitly, under any trademark, patent, copyright, mask work,
<br />protection right, trade secret or any other intellectual property right, except for the uses identified
<br />herein. Further, any submittal of the Confidential Information does not constitute or imply any
<br />commitment, promise, or inducement by the Company or the City to enter into any further
<br />agreements.
<br />4. Except as otherwise required by law, the Confidential hif nination and any information derived
<br />directly from the Confidential Information will be used solely for the purpose of evaluating the
<br />infrastracture and network deployment or a potential agreement between the City and the Company.
<br />The City and any party to whom the Con clontial Information is furnished as provided herein, shall
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