11-RFP3871 - Attachment B Sample Non-Disclosure Agreement.pdf

ATTACHMENT B

SAMPLE NON-DISCLOSURE AGREEMENT

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is entered into this ______ day of ______, 2025, by and between

EASTERN MUNICIPAL WATER DISTRICT (“EMWD”) and COMPANY NAME (“Receiving Party”).

“Disclosing Party” refers to EMWD and “Receiving Party” refers to Receiving Party, Receiving Party affiliates, and its subcontractors. Disclosing Party has entered into agreement with Receiving Party for SCADA GRAPHICS STANDARDIZATION SERVICES, under Agreement No. XXXXX.

WHEREAS, Disclosing Party provides water, wastewater, and recycled water service to a population of nearly 1 million people within a 601 square mile service area in western Riverside County; and

WHEREAS, Disclosing Party is California’s sixth largest retail water agency and its mission is, “To deliver value to our customers and the communities we serve by providing safe, reliable, economical, and environmentally sustainable water, wastewater and recycled water services”;

and provides services to retail customers located within the cities of Canyon Lake, Hemet, San Jacinto, Menifee, Moreno Valley, Murrieta, Perris, Fallbrook, and Temecula, as well as the unincorporated communities of French Valley, Good Hope, Homeland, Lakeview, Mead Valley, Murrieta Hot Springs, Nuevo, Romoland, Valle Vista and Winchester; and

WHEREAS, EMWD supplies wholesale water service to our sub-agencies, Rancho California Water District and Elsinore Valley Municipal Water District, in addition to Western Municipal Water District, Nuevo Mutual Water District, Lake Hemet Municipal Water District, City of Perris, City of Hemet, City of San Jacinto, and Fallbrook Public Utility; and

WHEREAS, Disclosing Party supplies water on a wholesale basis to the Cities of Hemet, San Jacinto and Perris; Lake Hemet Municipal Water District; Fallbrook Public Utility District; Nuevo Water Company; Rancho California Water District; and Western Municipal Water District; and

WHEREAS, EMWD utilizes an Operational Technology (OT) environment consisting of the full range of Industrial Control Systems (ICS) and supporting Information Technologies (IT); and ICS encompasses all industrial automation technologies, data, designs, documentation, and ancillary systems used to support process monitoring, management, control, and reporting. ICS technologies include but are not limited to Supervisory Control and Data Acquisition (SCADA) systems, Distributed Control Systems (DCS), Programmable Logic Controllers (PLC), Programmable Automation Controllers (PAC); and all data centric IT computing technology used to support the OT environment; and

WHEREAS, EMWD is the owner of certain proprietary and confidential information relating to its general business operations and strategies, including but not limited to configurations and designs of physical, and software-based systems that make up the OT environment; and

WHEREAS, Receiving Party provides OT integration services that include, but are not limited to, design, engineering, construction, installation, programming, calibration, testing, commissioning, documentation, support, and training; and

WHEREAS, Disclosing Party must adhere to The Homeland Security Presidential Directive 7, which establishes the identification of drinking water and water treatment systems as critical infrastructure as defined in section 1016(e) of the USA PATRIOT Act of 2001 (42 U.S.C. 5195c(e));

and

WHEREAS, Receiving Party must comply with Homeland Security Presidential Directive 7; and

WHEREAS, Except with respect to the limited manner in which the Confidential Information may be utilized by Interested Parties as provided in this Agreement, the Parties to this Agreement desire to mutually maintain the confidentiality of the Confidential Information. The purpose of this Agreement is to enable Interested Parties to carry out the scope of work and services described in EMWD RFP No. 3871 – SCADA Graphics Standardization while preserving the confidential and proprietary character of the Confidential Information.

NOW, THEREFORE, in consideration of confidential information disclosure to the other and the promises set forth below, the parties agree as follows:

1. Confidential Information. “Confidential Information” as used in this Agreement shall mean all information regarding Disclosing Party, its subsidiaries and affiliates, disclosed to Receiving Party by Disclosing Party. Confidential Information also includes any discoveries or work product by Receiving Party while conducting services described herein.

Confidential Information does not include information which can be proven by Receiving Party to have been in Receiving Party’s possession prior to disclosure of the same by Disclosing Party.

2. No Disclosure or Use of Confidential Information. Receiving Party agrees that it will disclose the Confidential Information only to its employees who have a need to know it, in order to protect the confidentiality of such Confidential Information. Receiving Party will not disclose the Confidential Information, or allow the Confidential Information to be disclosed, to any third party or use the Confidential Information other than for the Purpose of this Agreement.

Receiving Party acknowledges and agrees that the Confidential Information provided shall be used only as it relates to the Services provided. Receiving Party also acknowledges and agrees that any future use of said Confidential Information is strictly prohibited.

3. Ownership of Confidential Information. All Confidential Information shall be and remain the property of Disclosing Party.

4. Compelled Disclosure. Receiving Party may disclose Confidential Information to the extent required to do so by judicial process. In the event that Receiving Party is required by judicial process to disclose any Confidential Information, Receiving Party shall promptly notify Disclosing Party prior to disclosure, and allow Disclosing Party to oppose such process, and cooperate fully in such opposition.

5. Return of Confidential Information. Immediately upon the request of Disclosing Party, Receiving Party agrees to (a) immediately return all Confidential Information including all copies of the same, to Disclosing Party at the address indicated below; and (b) cause any memorandums summaries reports documents or matters otherwise created by it that contain or are based in any way on the Confidential Information to be destroyed.

6. Relationship of Parties. No right or license, express or implied, is granted to Receiving

Party with respect to any Confidential Information. Nothing in this Agreement obligates Disclosing Party to disclose any information to Receiving Party or creates an agency or partnership relationship between Disclosing Party and Receiving Party.

7. Severability. In the event that any one of the provisions contained in this Agreement should be found to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality or enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired by such a finding.

8. Waiver. Failure or omission by Disclosing Party at any time to enforce or require strict or timely compliance with any provision of this Agreement shall not affect or impair that provision in any way or the rights of Disclosing Party to avail itself of remedies it may have in respect to any breach of that provision. Any waiver or consent given by Disclosing Party must be in writing but shall be effective as to that instance and will not be construed as a bar to or waiver of any right on any other occasion.

9. Injunctive Relief. Receiving Party agrees that should it breach or threaten to breach any provision of this Agreement, Disclosing Party may suffer irreparable damages and, if so, its remedy at law will be inadequate. Therefore, if Receiving Party threatens or actually breaches this Agreement, Disclosing Party may be entitled, in addition to all other remedies available to it at law or in equity, to the following: (a) equitable relief, including specific performance and injunctive relief to enforce any provision hereof and to restrain Receiving Party from using or disclosing, in whole or in part, directly or indirectly, any Confidential Information; and (b) recovery for damages, losses, and expenses of any nature (including, but not limited to, attorney’s fees) arising out of, resulting from, or otherwise relating to such breach or threatened breach.

The following must be reported in-person or via phone to EMWD’s Safety, Risk and Emergency Management’s On-Call Personnel at (951) 928-3777 extension 7777, within two days of:

• Lost, stolen, or compromised device

• Lost or stolen sensitive customer, employee, or EMWD information

• Disclosure of privileged information to unauthorized parties

• Unauthorized system or network access

Specifics of computer or network security issues should be discussed only with Information Systems or Safety, Risk and Emergency Management since disclosure could result in a serious breach.

10. Governing Law. This agreement and the rights of the parties under this Agreement shall be governed by and enforced in accordance with the laws of the State of California. Venue of any action brought hereunder will be in Riverside County, California.

11. Counterparts. This Agreement can be executed in one or more counterparts each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. Entire Agreement; Amendments. This Agreement contains the entire agreement of the parties and supersedes any and all prior agreements, written or oral, between Receiving Party and Disclosing Party relating to the subject matter of this Agreement.

This Agreement may not be amended unless agreed to in writing by both parties.

13. Either Party may terminate the right to exchange Confidential Information by providing written notice to the other Party specifically referencing this Agreement. Receiving Party will maintain the confidentiality of Confidential Information.

14. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

«CoName5» EASTERN MUNICIPAL WATER DISTRICT

By: ________________________________ Authorized Signature

Title

By: _________________________________

Jeff Wasserman, C.P.M., CPPO Director of Purchasing and Contracts

Email:

Date: _______________________________

Date: ________________________________