5-Attachment A - Non-Disclosure Agreement (NDA) Visitors.pdf

Non-Disclosure Agreement Visitor Management Policy

As part of your visit to Pittsburgh Water, you will likely be exposed to sensitive information, actions, observations and technical knowledge while conducting business on Pittsburgh Water properties or work sites. We ask that you understand our need for security and require that you read and sign this document prior to your visit.

1. Confidentiality.

(a) Protected Information. You acknowledge that information disclosed to you by

Pittsburgh Water during your visit may include information confidential and proprietary to

Pittsburgh Water. You agree that you will not disclose, directly or indirectly, to any person or entity, information or data of any kind or nature, whether expressed in writing or otherwise, including information of a technical, operational, security or economic nature, including critical locations of equipment, manufacturing, and storage facilities, that is disclosed or revealed to you during your visit (hereinafter “Protected Information”). You agree to hold and maintain all Protected Information in strict confidence and to employ all procedures necessary to prevent the disclosure of any such Protected Information. You shall have the duty to immediately notify Pittsburgh Water if it has actual knowledge that the confidentiality of any

Protected Information has been compromised.

In the event of an actual or threatened breach of this Subsection 1(a), you agree that Pittsburgh

Water shall have the right of specific performance or injunctive relief, or both, in addition to any and all other remedies and rights at law or in equity, and any such rights and remedies shall be cumulative.

(b) Exceptions to Confidentiality. Notwithstanding 1(a) above, you may disclose

Protected Information if required to do so by an order of a court of competent jurisdiction, but only after you have given Pittsburgh Water ample notice and the opportunity to oppose the issuance of such order. If you believe that any of the exceptions set forth herein apply with respect to certain Protected Information, you shall, before disclosing said Protected

Information, give fifteen (15) days advance written notice to Pittsburgh Water.

(c) Permitted Use of Protected Information. You are permitted to use the Protected

Information only for the purposes of your visit.

(d) Return of Information. Upon completion or termination of this Agreement and/or your visit, or upon the written request at any time of Pittsburgh Water, you shall return to

Pittsburgh Water within five (5) business days all originals and copies of any Protected

Information.

2. Governing Law, Venue & Jurisdiction.

This Agreement shall be governed, interpreted, and enforced in accordance with the laws of the Commonwealth of Pennsylvania, and shall be brought exclusively in the Court of Common

Pleas of Allegheny County Pennsylvania.

Non-Disclosure Agreement Visitor Management Policy

3. Notices.

Any notice or other communication required or permitted to be given under this Agreement shall be in writing addressed to the respective party and may be personally served, sent by electronic transmission or sent by overnight courier service or certified or registered mail, return receipt requested.

4. Term.

This Agreement may be terminated by either party upon thirty (30) days advance written notice to the other party. Notwithstanding the foregoing, you will continue to be bound by the obligations of Section 1 of this Agreement for a period of five (5) years from the date of such termination.

5. Miscellaneous.

(a) This Agreement shall be binding on the respective Parties and their successors and permitted assigns.

(b) If any term or condition of this Agreement or the application thereof to any person or circumstance is held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect other terms and conditions or applications of this Agreement.

Your Name ________________________________________________________

Your Company’s name (or non-business Visitor) __________________________

Date _____________________________________________________________

Signature__________________________________________________________

Pittsburgh Water Employee providing this form to (completed by Pittsburgh Water employee):

Name________________________ Date ___________ Time_______________

*ALL Forms to be delivered to Security Office at 1600 hrs. and 0800 hrs. daily*

While on our premises, your safety and security is paramount and extremely important to us; if you see anything you are unsure of regarding safety or security, please immediately ask that the issue be sent to the Director of Safety and Security (or in his absence, the Safety Manager or Security Manager) at once.