Appendix_2_–_COP_NDA.docx

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT No. RFP PS-26-0032 Between The Segal Group, Inc.

and

____________________, Bidder

This Confidentiality and Non-Disclosure Agreement (Agreement) is made effective _________, 2025 (Effective Date), by and between The Segal Group, Inc, on behalf of itself and its subsidiaries and affiliates (“Segal”), health care benefits consultant for the City of Phoenix (“Client”) and _______________________________, a __________ (“Recipient”), collectively referred to as the “Parties” and individually as a “Party.”

For their mutual benefits and the purpose of submitting a bid in response to Segal of Phoenix Solicitation: RFP PS 26-0032 Group Term Life, AD&D, and Optional Life Insurance Plans (Purpose), the Parties agree as follows:

1. Confidential Information. “Confidential Information” means all non-public confidential, sensitive, or proprietary information disclosed or made available by Segal to Recipient, or its affiliates, employees, contractors, partners, or agents (collectively “Recipient”) for the stated Purpose, whether disclosed before or after the Effective Date, whether disclosed orally, in writing, or via permitted electronic access, and whether or not marked, designated, or otherwise identified as confidential. Confidential Information includes the City health care participant personal identifying information, and other information as more fully set forth in Attachment A that may be disclosed in the City’s 2025 Census Data or needed to complete the Disruption Analysis and Repricing Files. Confidential Information also includes, but is not limited to: user contents, electronic data, meta data, network configurations, information security practices, business operations, strategic plans, financial accounts, personally identifiable information, protected health information, and any other information that by the nature and circumstance of the disclosure should be deemed confidential.

Confidential Information does not include this document or information that: (a) is now or subsequently becomes generally available to the public through no wrongful act or omission of Recipient; (b) Recipient can demonstrate by its written records to lawfully have had in its possession prior to receiving such information from Segal; (c) Recipient can demonstrate by its written records to have been independently developed by Recipient without direct or indirect use of any Confidential Information; (d) Recipient lawfully obtains from a third party who has the right to transfer or disclose it; or © Segal has provided written approval for such disclosure.

2. Nondisclosure and Unauthorized Use. Recipient will: (a) protect and safeguard Confidential Information with at least the same degree of care as Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care, such as using data encryption and maintaining appropriate technical and organizational security measures; (b) not use Confidential Information, or permit it to be accessed or used, for any purpose other than in accordance with this Agreement; (c) not use Confidential Information, or permit it to be accessed or used, in any manner that would constitute a violation of law, including without limitation export control and data privacy laws; and (d) not disclose Confidential Information except to the minimum number of recipients who have a need to know and who have been informed of and agree to abide by confidentiality obligations that are no less restrictive than the terms of this Agreement. Recipient further agrees to notify Segal in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of the Confidential Information immediately upon becoming known to Recipient.

Recipient will not in any way or in any form disclose, publicize or advertise the discussions giving rise to this Agreement, or the discussions or the negotiations covered by this Agreement, without Segal’s prior written consent or pursuant to the provisions in Paragraph 4. The obligations in this Paragraph 2 continue after the expiration or termination of this Agreement.

3. Required Disclosure. In the event that Recipient is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or by any law, rule or regulation of any governmental agency or regulatory authority) to disclose any of the Confidential Information, Recipient will provide Segal with prompt written notice of any such request or requirement so that Segal may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the absence of a protective order or other remedy or the receipt of a waiver, if Recipient is legally compelled by a tribunal to disclose Confidential Information, Recipient may, without liability under this Agreement, disclose to such tribunal only that portion of the Confidential Information which Recipient’s counsel advises it is legally required to be disclosed, provided that Recipient will use its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the other party to the legal proceeding to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the Confidential Information by such tribunal.

4. Ownership of Confidential Information. All Confidential Information of Segal, including, without limitation, information incorporated in computer software or held in electronic storage media, is and will remain the property of Segal. Nothing in this Agreement will be construed to grant the Recipient any proprietary rights, whether by license, assignment, or otherwise, to the Confidential Information.

5. Termination. This Agreement may be terminated by either Party upon giving thirty (30) calendar days written notice to the other Party. The Segal may terminate this Agreement immediately upon any material breach of the Agreement by Recipient. The obligations of confidentiality and unauthorized use stated in Paragraphs 1 and 2 will survive any such termination.

6. Return or Destruction of Confidential Information. Within ten (10) calendar days, Recipient must return to Segal or destroy all copies of documents or other embodiments of Segal’s Confidential Information, in any medium of expression, after any of the following: (a) completion of the Purpose; (b) expiration or termination of the Agreement, or (c) written request by Segal. Recipient must certify its compliance with this paragraph. The rights and obligations of the parties under this Agreement will survive any such return of Confidential Information.

7. Injunctive Relief. Recipient understands that a breach of its obligations in this Agreement may cause immediate and irreparable harm to Segal for which money damages would be inadequate. Recipient agrees that Segal will have the right to seek and obtain injunctive relief without the necessity of posting a bond, in addition to any other rights and remedies available to Segal.

8. Indemnification. Recipient will indemnify and hold harmless Segal and its officers, officials, agents and employees and its Client from and against any and all losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) caused by or arising out of any direct breach of this Agreement or any direct breach for which Recipient is responsible, and any and all resulting actions, suits, proceedings, claims, demands or judgments.

9. Warranties. All Confidential Information furnished under this Agreement is provided by Segal and its Client “AS IS, WITH ALL FAULTS.” Neither Segal nor its Client make any warranties, express or implied, regarding the accuracy, completeness, performance, merchantability, fitness for use, noninfringement or other attributes of the Confidential Information.

10. No Agency or other Relationship. Nothing contained in this Agreement will be construed to require Segal to disclose or Recipient to receive Confidential Information, and this Agreement does not create an agency, partnership, employment or joint venture relationship between the Parties. Each Party is acting solely on its own behalf and has no authority to incur obligations or perform any acts or make any statements on behalf of the other Party.

11. Notice. Any notice under this Agreement must be in writing and is effective only if sent to the other Party by electronic mail or mailed through the U.S. Post Office. Any notice is effective upon actual receipt by the Party receiving the notice, at the addresses set forth below:

251 West Washington Street, 8th Fl Phoenix, Arizona 85003 66 Hudson Blvd E 20th floor New York, NY 10001-2192

If to Recipient, to:

Attention:

Copy to:

12. Governing Law and Venue. This Agreement is governed by and will be construed and enforced in accordance with the laws of the State of Arizona without regard to choice of law. The parties consent to jurisdiction and venue in Maricopa County, Arizona.

Execution Page Follows By signing below, each Party represents and warrants it has the requisite authority to legally bind its respective entity and duly execute this Agreement as of the Effective Date.

Segal Group, Inc

By:_____________________________

RECIPIENT:

a _________ corporation

By:_____________________________ Name:___________________________ Title:____________________________

ATTACHMENT A

Census:

· Date of Birth

· Gender

· Job Title

· Annual Rate

· Plan Type

· Benefit Plan

· Benefit Plan Description

· Description 2

· Plan Type 1

· Benefit Plan Type 1 Description

· Coverage Amount

· Plan Type 2

· Benefit Plan 2 Description

· Coverage Amount

· Plan Type 3

· Benefit Plan 3

· Coverage Amount

· Plan Type 4

· Benefit Plan 4

· Coverage Amount

· Plan Type 5

· Coverage Amount

· Plan Type 6

· Benefit Plan 6

· Description 8

· Group Term Life, AD&D, and Optional Life Insurance Plan Tier