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DocuSign Envelope ID:AA2ADDIB-1E78-4ECF-92C7-C463C4C2E397 <br /> Attachment B <br /> UNILATERAL NON-DISCLOSURE AGREEMENT <br /> This Agreement sets forth the terms and conditions of the confidential disclosure of certain <br /> information between the parties. The County shall be referred to as the "Discloser". The <br /> Provider, shall be referred to as the "Recipient". The term "Confidential Information" shall refer <br /> to the Confidential Information disclosed by Provider. <br /> Provider and County agree as follows: <br /> 1. "Confidential Information" shall mean the information which is disclosed to Recipient by <br /> Discloser in any manner, whether orally, visually, or in tangible form (including, without <br /> limitation, documents, devices and computer readable media) and all copies thereof including, <br /> but not limited to, business plans, all methods and systems, software, names and addresses of <br /> customers, pricing information, technical data, designs, products, developments, concepts, <br /> comparative analyses of competitive products, services and operating procedures and other <br /> information, data, documents, technology, knowhow, processes, trade secrets, contracts, <br /> proprietary information, historical and projected financial information, operating data and <br /> organizational and cost structures, now or hereafter existing or previously developed or <br /> acquired, relating to the Discloser, regardless of whether any such information, data or <br /> documents qualify as "trade secrets" under applicable law. Confidential Information may be <br /> marked by Discloser as "Confidential" "Proprietary" or the substantial equivalent thereof, but <br /> that is not required. <br /> 2. Except as expressly permitted herein, Recipient shall not disclose Confidential <br /> Information. The Recipient acknowledges and agrees that the Discloser cannot be made whole <br /> or have its interests completely protected solely by a monetary award of damages. Accordingly, <br /> the Recipient agrees that if it breaches or threatens to breach any of the terms of this <br /> Agreement it will consent to the issuance of a temporary and/or permanent injunction by any <br /> court of competent jurisdiction (without the posting of a bond) enjoining the Recipient from such <br /> breach of the terms of this Agreement. This remedy is in addition to any other rights or <br /> remedies available to the Discloser. <br /> 3. Recipient shall use Confidential Information solely for purposes relating to the business <br /> dealings between the parties. <br /> 4. Recipient shall disclose Confidential Information only to those of its employees, agents, <br /> consultants and professionals who have a need to know such information. <br /> 5. Confidential Information shall not include any information that Recipient can <br /> demonstrate: <br /> (a) was in Recipient's possession prior to disclosure by Discloser hereunder; <br /> Non-Disclosure Agreement Confidential <br /> Page 1 of 3 <br />