Addendum 1 Attachment A RFP00002391 - AMI Software and Installation - NDA.docx

UNILATERAL NON-DISCLOSURE AGREEMENT

This Unilateral Non-Disclosure Agreement (the “Agreement”) is entered into by and between [INSERT NAME OF COMPANY], (“Company”), and the City of Portland, Oregon (the “City”), with an Effective Date of [INSERT EFFECTIVE DATE] (the “Effective Date”). This Agreement may refer to the City and Company individually as a “Party” or jointly as the “Parties.”

WHEREAS, the City has issued request for proposals (RFP) 00002391 Advanced Metering Infrastructure Software and Installation Services;

AND WHEREAS any Company that submits a proposal in response to this RFP must prepare a propagation study (the “Purpose”);

AND WHEREAS, the City will provide data about water meter locations that the City considers confidential, but is willing to provide such information to Company on a confidential basis in connection with the Purpose.

City of Portland - NDA Page 2 of 3 03-11-25

NOW, THEREFORE, the Parties agree as follows:

Definitions

“Confidential Information” means all non-public information provided under this Agreement by the City to or otherwise received by the Company (and all copies thereof) concerning the City, a Third Party or its business, products or services that has been identified as confidential or proprietary, including without limitation, information relating to the City’s or a Third Party’s business affairs, business and marketing plans, know-how, processes, data, personnel information, personally identifiable information, customers, customer lists, customer needs and requirements documentation, training materials, trade secrets, as such term is defined by ORS 192.501(2) and the Uniform Trade Secrets Act ORS 646.461 to 646.475, prices, technology, accounting, business systems and computer programs. Notwithstanding the foregoing, the failure of the City to identify information as “Confidential” does not excuse Company from its obligations of confidentiality as described in this Agreement, if Company should have reasonably known such material or information to be Confidential Information.

“Third Party” means the contractors, subcontractors, offerors or business partners of the City.

Obligations

Company shall treat as confidential all Confidential Information and shall prevent unauthorized access to the Confidential Information. Company shall use at least the same standard of care to maintain the confidentiality of the City’s or Third Party’s Confidential Information that it uses to maintain the confidentiality of its own Confidential Information; provided in no event shall such standard be less than reasonable care.

Company shall not disclose such Confidential Information to any persons other than those directors, officers, and employees of Company (“Representatives”) who have a business-related need to have access to such Confidential Information in furtherance of the Purpose and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Agreement. Company shall be responsible for the breach of this Agreement by any of its directors, officers or employees.

Company shall not remove any intellectual property right notice attached to or included in any Confidential Information furnished by the City and will reproduce all such notices on any copies.

Company shall promptly advise the City in writing if it learns of any unauthorized disclosure of Confidential Information. Company will cooperate with the City in every reasonable way to help the City regain possession of its Confidential Information and/or to prevent further unauthorized disclosure of such.

Use of Confidential Information. Company shall use the Confidential Information solely in connection with the Purpose.

Destruction or Return of Confidential Information. Following the completion of the Purpose, Company shall promptly: (a) return to the City all Confidential Information and documentation furnished to, or obtained by, Company, or at the City’s option, (b) Company shall certify in writing to the City that all such Confidential Information, including all copies, has been destroyed.

Public Records Law.

The Parties agree that Confidential Information may constitute trade secrets and may be exempt from disclosure pursuant to ORS 192.345(2) and ORS 646.461(4).

The Parties agree that the City is providing such Confidential Information voluntarily for use in developing the City's governmental policies and the Confidential Information may be exempt from disclosure pursuant to ORS 192.355(4).

The Parties further agree that Confidential Information is not required to be submitted by law.

If Company receives a request for Confidential Information pursuant to ORS 192.420 or any other applicable law or is sued in order to obtain the disclosure of Confidential Information, Company shall promptly notify the City upon receipt of such request or lawsuit so as to afford the City the opportunity to take steps to prevent disclosure.

In the event Company is ordered by a court of competent jurisdiction that a portion or all of Confidential Information is not required to be kept confidential or does not constitute trade secrets or confidential information exempt from disclosure, or disclosure is otherwise required by law, Company shall provide the City prompt notice before complying with the court order or law, so that the City may take appropriate actions, including seeking an injunction, appeal and stay of the court order or otherwise challenge the law.

Company may disclose Confidential Information pursuant to a valid, legally binding subpoena; provided, however, that Company shall provide the City prompt notice before complying with a subpoena so that the City may seek to quash the subpoena, if so desired.

Exceptions to Confidential Information. The provisions of Paragraphs 2 through 5 above shall not apply to any Confidential Information that: (a) is or becomes publicly known through no fault of Company; (b) Company can demonstrate was already known to it prior to receipt from the City; (c) was independently developed by employees of Company independently of, or without reference to, the Confidential Information of the City as shown by written documentation, (d) is necessary to be disclosed as part of a legal proceeding or public record request; or (e) is required to be disclosed under Paragraph 5 hereof.

Term. The non-disclosure obligations of Company with respect to Confidential Information disclosed under this Agreement shall commence on the Effective Date and continue for a period of five (5) years from the date of disclosure of Confidential Information.

No Warranty; No license. Company hereby acknowledges that City has not made and does not make any representation or warranty concerning the accuracy or completeness of any of the Confidential Information. This Agreement shall not be construed as granting any rights by license or otherwise to Company to any of the Confidential Information.

Remedies. Company acknowledges that in the event of a breach or threatened breach of the provisions of this Agreement, the City may have no adequate remedy in money damages and, accordingly, shall be entitled to seek injunctive relief, in addition to any other legal or equitable remedies available to it.

Miscellaneous.

a. Successors. The rights and obligations of the Parties set forth herein shall be binding upon, and inure to the benefit of, the respective successors and assigns of the Parties.

b. Governing Law. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of Oregon, without regard to the conflicts of laws principles thereof.

c. Jurisdiction. Any and all disputes arising in connection with this Agreement or in connection with its validity shall be brought, if in the state courts, in the Multnomah County Circuit Court, and if in the federal courts, in the United States District Court for the District of Oregon.

d. Modifications; Waiver. No modification of this Agreement shall be effective unless in writing and signed by both Parties. The same applies to any waiver of this written form requirement. No waiver of any provision of this Agreement shall be effective unless signed by the waiving Party.

e. Entire Agreement. This Agreement is the entire agreement between the Parties with regard to the subject matter and supersedes any prior representations, communications, undertakings, or discussions between the Parties relating to the subject matter herein.

f. Scope. This Agreement applies only to Confidential Information disclosed in relation to the Purpose. Nothing herein is intended to supersede or modify in any way any confidentiality obligations or other terms under any other contract between the Parties.

The Parties agree that they may execute this Agreement by electronic means, including the use of electronic signatures.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by duly authorized officers or representatives as of the Effective Date.

CITY OF PORTLAND

COMPANY

Printed Name

Printed Name and Title

Address:

Phone: