NDA_for_Wunderlich-Malec_SCADA_NDA_12.9.25.pdf

CONFIDENTIAL NON-DISCLOSURE AGREEMENT

This Confidential Non-Disclosure Agreement ("Agreement") is entered into this __day of

______________, 2025 by and between ____________________________ at

_________________________________ (hereinafter "Recipient") the Buckman Direct Diversion

Board, at 341A Caja Del Rio Rd., Santa Fe, NM 87506 (hereinafter "Discloser").

WHEREAS, Discloser possesses the Buckman SCADA/Telemetry data pertaining to its

SCADA/Telemetry and water infrastructure and public water utility facilities and operation in

Santa Fe, New Mexico that is confidential and proprietary to Discloser (hereinafter "Confidential

Information").

WHEREAS, To protect the public’s safety, any records and information documenting the location of the City’s water infrastructure contained in any medium may not be disclosed; such records are exempt from public disclosure requirements by NMSA Section 14-2-1. Discloser’s

Critical Infrastructure Information is also protectable under the federal Critical Infrastructure

Information Act of 2002.

WHEREAS, the Discloser desires to hire Recipient to perform professional services for the City of Santa Fe's water system operations, but will only do so if Recipient agrees to be bound by the terms of this Agreement.

WHEREAS, the Recipient is willing to receive disclosure of the Confidential Information pursuant to the terms of this Agreement and will not release any data as described above to the public in any form or display it on a public map. Recipient’s use of the Confidential Information is for the purpose(s) described as follows:

Purpose of Recipient’s use of Buckman SCADA/Telemetry information: - to perform work on the Buckman SCADA/Telemetry systems.

NOW THEREFORE, in consideration for the mutual promises and undertakings of the

Discloser and the Recipient under this Agreement, the parties agree as follows:

1. Disclosure.

Discloser agrees to disclose, and Receiver agrees to receive the Confidential Information.

2. Confidentiality.

2.1. No Use. Recipient agrees not to use the Confidential Information in any way except for the purpose(s) set forth above.

2.2. No Disclosure. Recipient agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person

9th

December Wunderlich-Malec

8804 Washington St NE, Albuquerque, NM 87113

Confidential Non-Disclosure Agreement other than Recipient's employees requiring disclosure in connection with Recipient's authorized use of the Confidential Information.

2.3. Protection of Secrecy. Recipient agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the

Confidential Information from falling into the possession of unauthorized persons.

3. Limits on Confidential Information.

Confidential Information shall not be deemed proprietary, and the Recipient shall have no obligation with respect to such information where the information:

a) has become publicly known through no wrongful act of Recipient;

b) was independently developed by Recipient without use of the Confidential

Information; or

c) was ordered to be publicly released by the requirement of a government agency or court.

4. Ownership of Confidential Information.

Recipient agrees that all Confidential Information shall remain the property of Discloser, and that Discloser may use such Confidential Information for any purpose without obligation to

Recipient. Nothing contained herein shall be construed as granting or implying any transfer of rights to Recipient in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.

5. Discloser’s Disclaimer.

Discloser has not made, does not make and hereby expressly disclaims any representations, warranties, promises or guarantees, either express or implied, about the validity or accuracy of the

Buckman SCADA/Telemetry data or its fitness or suitability for any particular use or purpose whatsoever. Discloser shall not be held liable for any planning decisions, measurements or interpretations that may be made based upon the data.

6. Term and Termination.

The obligations of this Agreement shall be continuing until the Confidential Information disclosed to Recipient is no longer confidential.

Confidential Non-Disclosure Agreement

7. Survival of Rights and Obligations.

This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a)

Discloser, its successors, and assigns; and (b) Recipient, its successors and assigns.

IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date first written above.

RECIPIENT:

Contractor Signed

Print Name

Title:

Date:

Sebastian Rabo (Dec 9, 2025 12:52:46 MST) Sebastian Rabo

Sebastian Rabo

Engineering Manager

12/09/2025 https://na2.documents.adobe.com/verifier?tx=CBJCHBCAABAA34_xbvlzWGfSknOkjEcsNsCG5GC55c1a