ONE-WAY NON-DISCLOSURE AGREEMENT

UTAH TRANSIT AUTHORITY

RFI No. 26-04075 This Non-Disclosure Agreement ("Agreement") is entered into as of _________, 20 ("Effective Date"), by and between Utah Transit Authority, a political subdivision of the State of Utah ("UTA"), and ______________________________, a ______________________________ ("Recipient").

UTA and Recipient may each be referred to herein as a "Party" and collectively as the "Parties."

1. Purpose UTA is conducting a Request for Information identified as RFI No. 26-04075 regarding future opportunities related to UTA's TRAX Light Rail infrastructure and systems. In connection with Recipient's evaluation of and response to the RFI, UTA may disclose certain proprietary, confidential, sensitive, and security-related information.

The Parties desire to establish the terms under which Recipient may receive, review, and use such information.

2. Definition of Confidential Information For purposes of this Agreement, "Confidential Information" means any information disclosed by UTA to Recipient, whether in written, electronic, oral, visual, graphic, or other form, including but not limited to:

1. Technical information regarding UTA's TRAX Light Rail signaling and train control systems;

2. Train control system architecture, design, configuration, performance, interfaces, specifications, software, firmware, hardware, databases, and documentation;

3. Communications systems, communications network architecture, radio systems, fiber systems, cybersecurity architecture, back-office systems, operational technology systems, and related documentation;

4. Traction power systems, overhead contact systems (OCS), substations, electrification systems, power distribution systems, and related engineering documentation;

5. Drawings, plans, specifications, schematics, diagrams, network configurations, inventories, reports, analyses, studies, and asset information;

6. Security-sensitive information, vulnerability information, operational procedures, maintenance procedures, and infrastructure protection information;

7. Any information derived from, incorporating, summarizing, or based upon the foregoing.

Confidential Information shall include information whether or not specifically marked or designated as confidential, provided that a reasonable person would understand the nature of the information to be confidential, proprietary, operationally sensitive, or security sensitive.

3. Exclusions Confidential Information does not include information that Recipient can demonstrate by written records:

a. Was publicly available at the time of disclosure through no breach of this Agreement;

b. Becomes publicly available after disclosure through no act or omission of Recipient;

c. Was lawfully known to Recipient before disclosure by UTA;

d. Is lawfully received by Recipient from a third party without restriction and without violation of any confidentiality obligation; or

e. Is independently developed by Recipient without use of or reference to UTA's Confidential Information.

4. Restrictions on Use Recipient shall:

a. Use the Confidential Information solely for the purpose of evaluating, preparing, and submitting a response to UTA RFI No. 26-04075;

b. Not use the Confidential Information for any commercial, competitive, design, engineering, marketing, business development, or other purpose unrelated to the RFI;

c. Not disclose the Confidential Information to any third party except as expressly permitted under this Agreement; and

d. Protect the Confidential Information with at least the same degree of care Recipient uses to protect its own confidential information, but in no event less than a reasonable standard of care.

5. Permitted Disclosures Recipient may disclose Confidential Information only to its directors, officers, employees, consultants, subcontractors, attorneys, accountants, and advisors who:

a. Have a need to know such information solely for preparation of Recipient's response to the RFI;

b. Are informed of the confidential nature of the information; and

c. Are bound by written confidentiality obligations at least as protective as those contained in this Agreement.

Recipient shall remain responsible for any breach of this Agreement by any person to whom Recipient discloses Confidential Information.

6. Security Requirements Recipient shall implement reasonable administrative, technical, and physical safeguards to protect the Confidential Information from unauthorized access, use, disclosure, alteration, or loss.

Recipient shall promptly notify UTA of any actual or suspected unauthorized access, disclosure, cybersecurity incident, or breach affecting the Confidential Information and shall cooperate with UTA in investigating and mitigating such incident.

7. Legally Required Disclosure If Recipient is required by law, regulation, court order, subpoena, or governmental directive to disclose Confidential Information, Recipient shall, to the extent legally permitted, provide prompt written notice to UTA to allow UTA an opportunity to seek a protective order or other appropriate remedy.

Recipient shall disclose only that portion of the Confidential Information legally required to be disclosed.

8. Ownership All Confidential Information remains the sole property of UTA.

No license, ownership interest, intellectual property right, or other right is granted to Recipient by disclosure of Confidential Information except the limited right to use such information for the purpose specified in Section 4.

9. Return or Destruction of Information Upon the earlier of:

a. UTA's written request; or

b. Completion of Recipient's participation in RFI No. 26-04075, Recipient shall promptly return or destroy all Confidential Information in its possession or control, including all copies, extracts, summaries, and derivative materials.

Upon request, Recipient shall provide written certification that such return or destruction has been completed, except Recipient may retain one archival copy solely for legal, regulatory, compliance, or record-retention purposes, which shall remain subject to this Agreement.

10. Term of Confidentiality Recipient's obligations under this Agreement shall commence on the Effective Date and continue for five (5) years following the date of disclosure of the applicable Confidential Information.

11. No Obligation to Proceed Nothing in this Agreement obligates UTA to issue a solicitation, enter into a contract, provide additional information, or proceed with any procurement.

Nothing in this Agreement obligates Recipient to submit a response to the RFI.

12. Remedies Recipient acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to UTA for which monetary damages may be inadequate.

Accordingly, UTA shall be entitled to seek injunctive relief, specific performance, and any other remedies available at law or in equity, without the necessity of posting bond, to prevent or remedy any breach of this Agreement.

13. No Warranty All Confidential Information is provided "as is." UTA makes no representation or warranty regarding the accuracy or completeness of the Confidential Information and shall have no liability arising from Recipient's use of the information.

14. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflict of law principles.

Any action arising out of or relating to this Agreement shall be brought exclusively in a court of competent jurisdiction located in the State of Utah.

15. Entire Agreement This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions, negotiations, and understandings relating thereto.

This Agreement may be amended only by a written instrument signed by both Parties.

16. Authority Each person signing below represents that he or she is authorized to bind the respective Party.

UTAH TRANSIT AUTHORITY

By: ___________________________________ Name: __________________________________ Title: ___________________________________ Date: ___________________________________

RECIPIENT

By: ___________________________________ Name: __________________________________ Title: ___________________________________ Company: ______________________________ Date: __________________________________