|
-2-
<br />Confidential Information is impractical due to their storage on Recipient’s IT backup and disaster recovery systems, Recipient mayretain copies of such materials or documents on such systems until the ordinary course of deletion thereof, provided, however, thatduring such time, all of the Discloser’s Confidential Information retained remain subject to the terms and conditions of thisAgreement, and that Recipient provides certification upon deletion.
<br />7.No Rights Granted.All information remains the sole and exclusive property of the Discloser. Nothing in this Agreement shall beconstrued as granting any rights, or licenses express or implied, under any patent, copyright or other intellectual property right ofDiscloser, nor shall this Agreement grant Recipient any rights in or to Discloser’s Confidential Information other than the limitedright to use the Confidential Information set forth in Section 2 as expressly granted herein. Nothing in this Agreement requires thedisclosure of any Confidential Information, which shall be disclosed, if at all, solely at Discloser’s option.
<br />8.No Representations Made.All information, including Confidential Information, is provided by the Discloser “as is” without anywarranty, express, implied or otherwise, regarding the Confidential Information. Recipient shall rely solely on representations andwarranties made in a definitive agreement, if any, relating to the Relationship. Neither Party has an obligation under this Agreementto proceed with the Relationship or any transaction in connection with which the Confidential Information may be disclosed unlessand until a definitive agreement has been signed by both Parties.
<br />9.Export/Data.The Parties acknowledge and agree that Confidential Information may be subject to laws and regulations, includingthose regarding: (i) export control, and (ii) privacy, data protection, collection, storing, use, or sale of personal information. Partiesagree, with respect to Confidential Information, to follow all applicable export laws and regulations.
<br />10.Remedies.Each Party acknowledges that any breach, or threatened breach, of this Agreement may cause irreparableharm for which monetary damages may be an insufficient remedy and that, in the event of breach or threatened breach of thisAgreement, Discloser may be entitled to seek appropriate equitable relief in any court of competent jurisdiction without the postingof a bond, in addition to any other remedies it might have in law or in equity or otherwise.
<br />11.Term.This Agreement shall become effective on the Effective Date and shall terminate: (a) three (3) years from theEffective Date, or (b) one (1) year after the last disclosure of Confidential Information, whichever is later (“Term”). This Agreementmay be terminated by a thirty (30) day written termination notification by either Party. The obligations of each Party under thisAgreement shall survive the expiration or earlier termination of this Agreement and continue for a period of five (5) years from theend of Term. Notwithstanding, if any Confidential Information constitutes trade secrets under any applicable law, the confidentialityand non-use obligations with respect to such information will remain in effect until such time as such information no longerconstitutes trade secrets under the applicable law.
<br />12.General. (a)This Agreement shall be governed by the laws of the State of California and the United States withoutregard to conflicts of laws provisions thereof. The jurisdiction and venue for any action arising out of or relating to the subject matterof this Agreement shall be exclusively in the U.S. District Court for the Northern District of California or a state court located inAlameda County, California.(b)No modification of or amendment to this Agreement, nor any waiver of any rights under thisAgreement, shall be effective unless in writing signed by the Parties to this Agreement. No delay or failure to require performance ofany provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.(c)Except as otherwiseprovided in this Agreement, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inureto the benefit of their respective successors and permitted assigns. Neither Party may assign this Agreement, in whole or in part,without the other Party’s prior written consent.(d)This Agreement sets forth the entire agreement and understanding of the Partiesrelating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements,whether oral or written, between them relating to the subject matter hereof; with the exception of agreement(s), if any, specificallyidentified in this Agreement (“Previous Agreements”), which shall continue under its/their original term. In the event of any conflictregarding similar subject(s) between Previous Agreements and this Agreement, the terms of this Agreement control.(e)In the eventthat any of the provisions of this Agreement will be held illegal or unenforceable by a court of competent jurisdiction, suchprovisions will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full forceand effect.(f)Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall bedeemed sufficient when delivered personally or by overnight courier or sent by confirmed email.(g)This Agreement may beexecuted in any number of counterparts, and any forms, whether facsimile, scanned, or digital signature, each of which when soexecuted and delivered, shall be deemed an original, and all of which together shall constitute one and the same agreement.
<br />The Parties have executed this Mutual Protection of Confidential Information Agreement below, which is effective as of theEffective Date written above.
<br />MAINSPRING ENERGY, INC. City of San Leandro
<br />Signature: Signature:
<br />Typed Name: Matt Shumway Typed Name:Title: Director of Business Development Title:Email: matt.shumway@mainspringenergy.com Email:Address: 3601 Haven Ave., Menlo Park, CA 94025 Address:Type of Legal Entity: Corporation Type of Legal Entity:Place of Registration: Delaware Place of Registration:California
<br />Municipality
<br />835 E. 14th Street, San Leandro, CA 94577
<br />jcameron@sanleandro.org
<br />City Manager
<br />Janelle Cameron
<br />Docusign Envelope ID: 520ABC8F-32B0-4635-BB58-98F0786A8018
<br />for
|