1-General NDA for APD.pdf

NON-DISCLOSURE AGREEMENT

This NON-DISCLOSURE AGREEMENT is made and entered into as of this day of

, 2026 (the “Effective Date”), between City of Allentown , located at 425

Hamilton Street, Allentown, Pennsylvania, 18101 (hereinafter, the DISCLOSING PARTY”) and , located at

(hereinafter, the “RECEIVING PARTY”). The Disclosing Party and Receiving Party may at times throughout be referred to collectively in this Agreement as the “Parties”).

1. Purpose

The RECEIVING PARTY entered into an Agreement on

, wherein RECEIVING PARTY agreed to provide for the new police headquarters for the Allentown Police Department (hereinafter “APD”) being built by the DISCLOSING PARTY (hereinafter, the “Stated Purpose”). In conjunction with that

Agreement, the RECEIVING PARTY may become a party to and/or have access to certain confidential information of APD, including confidential business, personal and financial information, and other such information which could reasonable construed to be confidential in nature.

2. Definition

“Confidential Information” means all information, data and materials of a confidential, business, personal, financial, secret or proprietary nature disclosed by DISCLOSING PARTY on behalf of APD or any of its affiliates, employees, agents, and/or servants to RECEIVING

PARTY in the course of discussions, operation, use and/or activities related to the Stated

Purpose, before or during the term of this Non-Disclosure Agreement, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, information and materials regarding: personal financial and other business information, in each case whether or not identified or marked as “confidential”, and including all documents, presentations, information, reports, materials, evaluations and copies of the RECEIVING

PARTY to the extent incorporating or generated from any of the foregoing information of the

DISCLOSING PARTY. The DISCLOSING PARTY’s Confidential Information may also include information obtained by the DISCLOSING PARTY from its collaborators, customers, suppliers, vendors or other third parties who have entrusted their confidential information to the

DISCLOSING PARTY.

Confidential Information shall not, however, include any information which the

RECEIVING PARTY can establish by written records: (i) was publicly known and generally available in the public domain prior to the time of disclosure by the DISCLOSING PARTY to the receiving Party; (ii) becomes publicly known and generally available after disclosure by the

DISCLOSING PARTY to the RECEIVING PARTY through no action or inaction of the

RECEIVING PARTY or any of its employees or agents; (iii) was already in possession of the

RECEIVING PARTY, as evidenced by RECEIVING PARTY’S contemporaneous records, immediately prior to the time of disclosure to the RECEIVING PARTY by the DISCLOSING

PARTY; (iv) is obtained by the RECEIVING PARTY from a third party who has a right to disclose such information free of any obligation of confidentiality and who is not providing such information on behalf of the DISCLOSING PARTY; or (v) is independently developed by the

RECEIVING PARTY without use of or reference to the DISCLOSING PARTY's Confidential

Information and other than under an agreement with the DISCLOSING PARTY.

3. Non-Use and Non-Disclosure of Confidential Information

The RECEIVING PARTY agrees not to use any Confidential Information of the

DISCLOSING PARTY for any purpose other than the Stated Purpose or as otherwise approved in writing by the DISCLOSING PARTY. The RECEIVING PARTY agrees not to disclose any Confidential Information of the DISCLOSING PARTY to any third party. The

RECEIVING PARTY or any of its affiliates who have a specific need to know such information in order to advise the RECEIVING PARTY with respect to the Stated Purpose are bound by written or professional obligations of confidentiality and restrictions on use that apply to Confidential Information of the DISCLOSING PARTY and are at least as stringent as those set forth in this Agreement.

4. Disclosure Required by Law

Notwithstanding anything in this Agreement to the contrary, the RECEIVING PARTY may disclose Confidential Information of DISCLOSING PARTY to the extent such disclosure is required by applicable law, including pursuant to subpoena or other court order, provided that the RECEIVING PARTY gives the DISCLOSING PARTY prompt written notice of such requirement prior to such disclosure and cooperates with the DISCLOSING PARTY’s efforts to limit the scope of the information to be provided or to obtain an order protecting the information from public disclosure.

5. Maintenance of Confidentiality

The RECEIVING PARTY shall take at least those measures to protect the confidentiality of the Confidential Information of the DISCLOSING PARTY, and to prevent unauthorized use of such Confidential Information, as the RECEIVING PARTY uses to protect its own confidential information of a similar nature, but not less than reasonable care.

6. Irreparable Injury

The RECEIVING PARTY acknowledges that any violation of the restrictions contained in this Non-Disclosure Agreement would result in irreparable injury to the DISCLOSING

PARTY, its employees and the general public by compromising the DISCLOSING PARTY’s ability to prevent, deter and/or investigate crimes and other violations of laws, ordinances, rules or regulations. Any breach of this Non-Disclosure Agreement shall be grounds to reject any bid submission or grounds for immediate termination of the underlying Contract. Additionally, the

DISCLOSING PARTY shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of disclosure. Such equitable relief shall be in addition to

DISCLOSING PARTY's rights and remedies available at law or equity, including the recovery of actual damages where it can be ascertained or the sum of $10,000.00 as liquidated damages and not as a penalty, and reasonable attorney fees.

7. No Warranty

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS”. NEITHER PARTY

MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, TO THE OTHER

PARTY REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF

CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT EXCEPT

THAT IT HAS THE RIGHT TO DISCLOSE SUCH CONFIDENTIAL INFORMATION

UNDER THIS NON-DISCLOSURE AGREEMENT.

8. Return of Materials

All documents and other tangible objects containing or representing Confidential

Information which have been disclosed or provided to the RECEIVING PARTY shall return the originals to the DISCLOSING PARTY. The RECEIVING PARTY shall promptly return to the

DISCLOSING PARTY any tangible documents and materials containing Confidential

Information of the DISCLOSING PARTY in the RECEIVING PARTY’s possession or control, and, upon the DISCLOSING PARTY’s written request, shall destroy any electronic documents in the possession or control of the RECEIVING PARTY containing Confidential Information of the DISCLOSING PARTY and any memoranda, notes, reports and the like generated by the

RECEIVING PARTY with respect to Confidential Information of the DISCLOSING PARTY.

9. No Licenses

Nothing in this Non-Disclosure Agreement is intended to grant any rights or license to either Party, nor shall this Agreement or the disclosure of Confidential Information be deemed to grant to the RECEIVING PARTY any rights or licenses in or to the Confidential Information of the DISCLOSING PARTY except as expressly set forth in this Non-Disclosure Agreement.

10. Term

The Non-Disclosure Agreement shall be in force during the term of the AGREEMENT will continue in effect until the termination of the AGREEMENT. The obligations of the

RECEIVING PARTY under this Non-Disclosure Agreement with regard to non-disclosure and restrictions on use of Confidential Information of the disclosing Party disclosed under this Non-

Disclosure Agreement shall survive any termination or expiration of this Non-Disclosure

Agreement and shall continue in effect for a period ending ten (10) years after the date of termination or expiration of this Non-Disclosure Agreement.

11.Miscellaneous

This Non-Disclosure Agreement shall bind and inure to the benefit of the Parties hereto and their successors and permitted assignees. Neither Party may assign this Non-Disclosure

Agreement without the prior written consent of the other Party. This Non-Disclosure

Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without reference to conflict of laws principles. This document contains the entire agreement between the Parties with respect to the subject matter hereof. Any failure to enforce any provision of this Non-Disclosure Agreement shall not constitute a waiver of such provision or of any other provision. Each Party shall have, in addition to any remedies available at law, the right to seek equitable relief to enforce this Non-Disclosure Agreement without the need for a bond or to prove harm. This Non-Disclosure Agreement may not be amended, nor any obligation waived, except by a written document signed by both Parties.

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the day and date first above written.

RECEIVING PARTY

By:

Print:

Title:

Date:_________________