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Non-Disclosure Agreement Confidential Page 1 of 3 <br />UNILATERAL NON-DISCLOSURE AGREEMENT <br />This Agreement sets forth the terms and conditions of the confidential disclosure of certain information <br />between the parties. The County shall be referred to as the “Discloser”. The Provider, shall be referred to <br />as the "Recipient". The term "Confidential Information" shall refer to the Confidential Information <br />disclosed by Provider. <br />Provider and County agree as follows: <br />1."Confidential Information" shall mean the information which is disclosed to Recipient by Discloser <br />in any manner, whether orally, visually, or in tangible form (including, without limitation, <br />documents, devices and computer readable media) and all copies thereof including, but not <br />limited to, business plans, all methods and systems, software, names and addresses of customers, <br />pricing information, technical data, designs, products, developments, concepts, comparative <br />analyses of competitive products, services and operating procedures and other information, data, <br />documents, technology, knowhow, processes, trade secrets, contracts, proprietary information, <br />historical and projected financial information, operating data and organizational and cost <br />structures, now or hereafter existing or previously developed or acquired, relating to the <br />Discloser, regardless of whether any such information, data or documents qualify as “trade <br />secrets” under applicable law. Confidential Information may be marked by Discloser as <br />"Confidential" "Proprietary" or the substantial equivalent thereof, but that is not required. <br />2.Except as expressly permitted herein, Recipient shall not disclose Confidential Information. The <br />Recipient acknowledges and agrees that the Discloser cannot be made whole or have its interests <br />completely protected solely by a monetary award of damages. Accordingly, the Recipient agrees <br />that if it breaches or threatens to breach any of the terms of this Agreement it will consent to the <br />issuance of a temporary and/or permanent injunction by any court of competent jurisdiction <br />(without the posting of a bond) enjoining the Recipient from such breach of the terms of this <br />Agreement. This remedy is in addition to any other rights or remedies available to the Discloser. <br />3.Recipient shall use Confidential Information solely for purposes relating to the business dealings <br />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 demonstrate: <br />(a) was in Recipient's possession prior to disclosure by Discloser hereunder; <br />(b) was generally known in the trade or business in which it is practiced by Discloser at the time <br />of disclosure to Recipient hereunder, or becomes so generally known after such disclosure, <br />through no act of the Recipient; <br />(c) has come into the possession of Recipient from a third party who is under no obligation to <br />Discloser to maintain the confidentiality of such information; or <br />(d) was developed by Recipient independently of and without reference to Confidential <br />Information. <br />Attachment ADocuSign Envelope ID: 1303D2BE-219B-45C1-BD85-9B317B058DD5