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<br />
<br />ATTACHMENT A
<br />
<br />NONDISCLOSURE AGREEMENT
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<br />This Nondisclosure Agreement (“Agreement”) is effective upon execution by either party and is
<br />entered into by and between City of San Leandro (“City”) and Strategic Economics, Inc. (“Recipient”)
<br />(collectively the “Parties”) for the purpose of preventing the unauthorized disclosure of Confidential
<br />Information obtained by Recipient for purposes of performance of a business demographic and economic
<br />analysis as a consultant under a Consulting Services Agreement between City and Recipient for
<br />preparation of the Economic Development Strategy.
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<br />1. Confidentiality. “Confidential Information” shall include any and all information, including but not
<br />limited to, any proprietary, non-public and/or confidential information that the City provides Recipient
<br />or that Recipient obtains in performing work for the City, including but not limited to: City or City
<br />licensee’s/permittee’s financial information, rental rates, transient occupancy taxes, business taxes,
<br />sales tax data, other sources of City revenue, taxpayer or customer names, addresses or other
<br />personal information, customer or taxpayer data, surveys, studies, strategic plans, lists and/or data,
<br />services and other information obtained directly or indirectly, in writing, verbally, electronically or by
<br />inspection. Confidential Information is strictly confidential and may not be disclosed in any manner to
<br />any third party, or in any social media or other communication format for any reason, but for only
<br />limited purposes as set forth below.
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<br />2. Exclusions from Confidential Information. Recipient’s obligations under this Agreement do not
<br />extend to information that is or becomes publicly known at the time of disclosure through no fault of
<br />Recipient, or as required to be disclosed by applicable law or regulation. Recipient must give the City
<br />prompt written notice and sufficient opportunity to object to such use or disclosure.
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<br />3. Recipient’s Confidentiality Obligations. Recipient agrees to hold and maintain the Confidential
<br />Information in strictest confidence for the exclusive benefit to City and in compliance with the
<br />confidentiality standards set forth in Exhibit 1 to this Agreement, which is hereby incorporated by
<br />reference. Recipient agrees not to disclose or divulge any Confidential Information, unless and only if
<br />City has given prior written approval to do so, and only for the limited purpose of facilitating a project
<br />that is a benefit to the City’s Economic Development Department, and except as is required by law.
<br />Recipient shall be responsible for Recipient’s employees’ and agents’ compliance with this
<br />Agreement. Recipient shall not use or disclose any Confidential Information for Recipient’s benefit, or
<br />permit the use by others for the benefit to Recipient, or to Recipient’s employees, agents, successors
<br />or assigns, except for the limited circumstances mentioned above. Recipient also agrees not to take
<br />any photos or record in any form or manner regarding any Confidential Information, without City’s
<br />express written consent.
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<br />4. No Publicity. Recipient acknowledges and understands that Confidential Information are not to be
<br />disclosed to, or shared with, any third party, in any form, including any published reports, public
<br />presentations, and electronic media.
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<br />5. Term. This Agreement shall become effective on the date it is fully executed by the Parties. The
<br />Agreement and Recipient’s duty to hold City’s Confidential Information in confidence shall survive the
<br />completion of work relating to the Confidential Information, and shall remain in effect until the City
<br />provides written notice to Recipient releasing Recipient from such duty.
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<br />6. Indemnity. Recipient agrees to indemnify, defend, and hold harmless the City, its officers, officials,
<br />employees and agents from and against any and all claims, demands, actions, damages, or
<br />judgments, including associated costs of investigation and defense arising in any manner from or in
<br />any way related to the obligations or performance of this Agreement by Recipient, Recipient’s
<br />employees or agents, except where caused by the sole negligence or willful misconduct of City.
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<br />DocuSign Envelope ID: 3909018E-C54B-4015-BC81-6ABDDACCB4E9
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