Exhibit_#1_-_NDA_-_CWS.pdf

NON-DISCLOSURE AGREEMENT

This NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into on this day of , 2026 between the City of Orlando, a Florida municipal corporation, (hereafter referred to as

"City"), and _________________________________, a ______________ (hereinafter referred to as “Recipient”).

In consideration of the City agreeing to disclose certain confidential proprietary information of the City, which information may include but is not limited to information regarding the City’s facilities, operations, records, information technology procedures, policies, practices, and/or plans, to Recipient in connection with Recipient’s response to RFP26-0578, Camping World Stadium CNS Refresh (“Permitted Uses”), the Recipient agrees as follows:

1. Confidential Information. Subject to the exclusions set forth in Section 3 below, Confidential Information shall be deemed to be any and all information of the City that is: (a) furnished or disclosed by or on behalf of the City to the Recipient under this Agreement, including, without limitation, business, financial, or legal records, databases, policies, procedures, practices, security protocols, emergency preparedness and response plans, know-how, processes, inventions, formulas, drawings, product research and development, customer lists, price lists, client lists, business plans, building plans, schematics, personnel information, or Technology, on any media, whether in print, optical, or electronic form, or however communicated; (b) which is deemed by the City to be its confidential and proprietary information and for which City takes reasonable measures to prevent its public or unauthorized disclosure; and (c) which is marked or otherwise designated in writing at the time of disclosure to the Recipient to be confidential and/or proprietary information. “Technology” shall mean any and all software, computer programs, hardware and network configurations owned by City. In accordance with the terms and conditions hereof, as a condition to being furnished the Confidential Information, Recipient hereby agrees to use reasonable care, not less than the care used to protect its own confidential information, to hold the Confidential Information in confidence and prevent disclosure, publication, and dissemination of the Confidential Information.

2. Use and Disclosure. The Recipient hereby agrees that Confidential Information shall be used solely for the Permitted Uses set forth above and for evaluating a possible relationship between the parties.

Confidential Information may be disclosed solely to directors, officers, and employees of Recipient who need to know such information for such purposes; provided however that such Recipient shall notify such directors, officers, and employees of Recipient’s obligations of confidentiality hereunder and require them to maintain the confidentiality of the Confidential Information in accordance with the terms of this Agreement.

3. Exclusions. Confidential Information shall not be deemed to include, and the Recipient’s obligations under this Agreement shall not apply to, any information that is disclosed to or learned by the Recipient that is: (i) generally available to the public other than directly or indirectly as a result of a disclosure by Recipient, (ii) rightfully conveyed to Recipient by a third party that is not subject to another confidentiality agreement with, legal, fiduciary, or other obligation of secrecy to City, (iii) independently developed by Recipient without use of the Confidential Information; or (iv) required by law, or by order or requirement of a court, administrative agency, or other governmental body, to be released by Recipient in accordance with Section 4 hereunder.

4. Requests for Disclosure. If the Recipient is requested or is required by applicable law, rule or regulation (including, but not limited to, by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information of City, to the extent allowed by law, Recipient will provide City with prompt notice of such request and/or requirement so that City may consider seeking a protective order. In the absence of a protective order, if Recipient is compelled to disclose any Confidential Information, Recipient may disclose that portion of such Confidential Information that Recipient is legally compelled by order or otherwise to disclose without liability to the City and without being deemed in breach of this Agreement.

5. Unauthorized Disclosure. The Recipient shall notify the City immediately upon discovery of any unauthorized use or disclosure of City’s Confidential Information by, or through, Recipient or its employees, subcontractors, agents or other third-party representatives. The Recipient shall cooperate with any and all efforts of the City to assist the City to regain possession of Confidential Information and prevent its further unauthorized use or distribution, including providing regular updates and responses to requests for information from the City regarding the nature and extent of the disclosure and the measures being taken by Recipient to regain the information and prevent further unauthorized disclosures.

6. No Rights. The parties hereby acknowledge and agree that Confidential Information is the property of the City. Nothing in this Agreement is intended to grant any rights in or to the intellectual property of the City, nor shall this Agreement grant a Recipient any rights in or to the Confidential Information of the City, except the limited right to review such Confidential Information solely for the purposes set forth herein.

7. No Purchase Required. This Agreement is in no way intended to be a promise to purchase by the City of any of Recipient’s products and/or services. Any future procurement of products and/or services by the City shall be made in accordance the City’s Procurement Code, Chapter 7 of the City Code of Ordinances.

8. Termination and Return of Materials. Within thirty (30) days following the conclusion of Recipient’s services to the City or the Recipient’s receipt of written request by the City, whichever occurs first (“Termination Date”), Recipient will use reasonable efforts to return or destroy all written and other tangible Confidential Information, together with all copies thereof in the possession or under the control of Recipient unless retention of any such information is required by applicable law, rule, regulation, or court or administrative order. Any Confidential Information retained by Recipient after the Termination Date shall remain subject to the terms and protections of this Agreement until destroyed or returned to the City. Except as otherwise provided herein, Recipient agrees not to retain any copies, extracts or other reproductions in whole or in part of the Confidential Information. Upon the request of the City, Recipient shall certify to the City in writing that it has returned and/or destroyed all Confidential Information previously in its possession, or disclose that it continues to retain Confidential Information, and in such case, identify to the City in writing the remaining Confidential Information in its possession and the applicable legal requirement requiring its continued retention.

9. Remedies. The Recipient acknowledges that the City shall not have an adequate remedy in the event the Recipient breaches this Agreement and that the City will suffer irreparable damage and injury in such event. Accordingly, the Recipient agrees that the City, in addition to any other available rights and remedies, shall be entitled to an injunction restricting the Recipient from committing or continuing any violation of the Agreement.

10. Notices.

All notices required or permitted to be given under this Agreement must be in writing and must be delivered to a party at the addresses set forth below (or such other address as may hereafter be designated by such party in writing). The parties’ addresses for the delivery of all such notices are as follows:

City: Chief Procurement Officer, CPSM, C.P.M.

City of Orlando 400 South Orange Avenue, 4th floor Orlando, Florida 32891 Fax: (407) 246-2869 Phone: (407) 246-2291 Email: N/A for Notices

Recipient: ____________________________

Fax: (___) ___-____ Phone: (___) ___-____ Email: _______________________

Notices shall be either: (1) personally delivered (including delivery by Federal Express or other courier service) to the addresses set forth above, in which case they shall be deemed delivered on the date of delivery; (2) sent by certified mail, return receipt requested, in which case they shall be deemed delivered on the date shown on the receipt unless delivery is refused or intentionally delayed by the addressee, in which event they shall be deemed delivered on the date of deposit in the U.S. Mail; or (3) transmitted via telecopier or email using a telecopier number or email address provided above, if any (or such other number or email address as Recipient may have designated in writing), in which case the delivery shall be deemed to have occurred on the day of the transmission, provided that the day of transmission is a business day in the City of Orlando, Florida, and the time of transmission is prior to 5:00 p.m. City of Orlando local time, or, if not, the first City business day after the transmission.

11. Miscellaneous.

(a) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, without regard to conflicts of law principles that would result in the application of the law of another jurisdiction.

(b) Venue. In the event any suit, action or proceeding is brought by either party with respect to this agreement, such action, suit or proceeding shall be brought in a Federal or Florida state court located in Orange County, Florida. By execution and delivery of this Agreement, each of the parties accepts the exclusive jurisdiction and venue of such courts and waives any objection which the party may have now or hereafter to such jurisdiction, including but not limited to any objection based upon forum non conveniens.

(c) No Waiver. No failure or delay by either party in exercising any right, power or privilege will operate as a waiver thereof nor will any single or partial exercise preclude any other or further exercise of any right, power or privilege.

(d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement.

(e) No Assignment. This Agreement shall be binding on the heirs, successors, representatives, and assigns of Recipient. This Agreement may not be amended or assigned without the written consent of the parties hereto.

(f) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. If any of the covenants or provisions of this Agreement are determined to be unenforceable by reason of its extent, duration, scope or otherwise, then the parties contemplate that the court making such determination shall reduce such extent, duration, scope or other provision and enforce them in their reduced form for all purposes contemplated by this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the day of , 20______.

Recipient: CITY OF ORLANDO:

By: By:

Name: Name:

Title: Title:

Date: Date: