Electric System Compliance & Security “Non-Disclosure and Confidentiality Agreement”

LAK-ICP-A02

V6.0

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THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT IS MADE

AND ENTERED INTO as of TBD by and between the City of Lakeland, a Florida municipal corporation on behalf of its municipal utility, Lakeland Electric (hereafter, “Discloser”) and Click or tap here to enter text (hereafter, “Recipient”) for the purpose of disclosing confidential information related to Click or tap here to enter text (hereafter the “Project”) which shall be governed by the following terms and conditions:

1. CONFIDENTIAL INFORMATION

Discloser proposes to disclose certain confidential and proprietary information (the "Confidential Information") to Recipient. Confidential Information shall include, but may not be limited to, available data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, client supplied information, deliverables, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Discloser related to the Project. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Discloser to disclose any of its information except as otherwise required by law.

2. RECIPIENT’S OBLIGATIONS

a. Subject to any obligations or restrictions imposed by applicable law, including Florida Statute Chapter 119, the Florida Public Records Law, Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Discloser. Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes related to the Project specified herein with Discloser, and shall disclose it only to Recipient or its respective Representatives. For purposes of this Agreement, “Representatives” shall mean Discloser and/or Recipient’s officers, directors, employees, and legal counsel with a specific need to know the Confidential Information for the permitted use specific to this Project. Recipient will not disclose, publish, or otherwise reveal any of the Confidential Information received from Discloser, including Discloser’s clients, vendors, or affil iates, to any other party whatsoever

“Internal Compliance Program” Page 2 of 7 except as specified above or disclosure to any other party unless with the specific prior written authorization of Discloser.

b. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Discloser, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten

(10) days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written confirmation to Discloser regarding destruction within ten (10) days thereafter.

c. Any Confidential Information to be accorded the protections granted under this Agreement shall be marked as "Confidential" or "Proprietary" or with another designation of similar import. If disclosure initially is made other than in writing, the confidential nature of the disclosure shall be noted at the time of disclosure and the Discloser shall subsequently confirm in writing the nature of the disclosure and the confidentiality of the items so disclosed. If either Party fails to comply with this provision, the information shall not be deemed Confidential Information.

3. TERM

The obligations of the Recipient herein shall be effective from Click or tap to enter a date. and shall continue for a period of Choose an item. year(s) or the date the Discloser last discloses any Confidential Information to Recipient pursuant to this Agreement, whichever occurs first, unless otherwise extended by mutual written agreement of the Parties.

4. OTHER INFORMATION

The foregoing obligations of confidentiality shall have no effect on, nor restrict the use of Confidential Information which:

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a. Was already rightfully in the possession of the Recipient or its consultants as of the time of disclosure, as shown by written records;

b. Either Party hereafter develops independently of Confidential Information disclosed by or on behalf of the other Party;

c. Was received from a third party having a right to disclose it;

d. Becomes known or available to the public or to the trade without fault of the Recipient; except that even in any such instance the Recipient shall not disclose any correlation between Confidential Information and any unrestricted information;

e. With respect to Discloser, becomes the subject of a Public Records Law request pursuant to Florida Statute Chapter 119 received by the Recipient, provided that Recipient immediately transmits a copy of that request to Discloser so Discloser may seek an injunction or take other legally permitted actions to protect the confidential nature of the Confidential Information.

f. Is otherwise required to be disclosed by applicable law, court order, subpoena, or other legal process, provided that the Party who is required to make disclosures gives the other Party notice of such disclosure so that the Party who owns the Confidential Information may seek an injunction or take other legally permitted actions to protect the confidential nature of the Confidential Information after disclosure in accordance with any applicable law or regulation.

Nothing herein shall be construed to prohibit disclosure pursuant to Florida Statute Chapter 119, the Florida Public Records Law.

5. LICENSE

Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any

“Internal Compliance Program” Page 4 of 7 products or services of the other party nor as an encouragement to expend funds in development or research efforts. Confidential Information may pertain to prospective or unannounced products or services. Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar product or service.

6. PUBLICITY

To the extent permitted by law, Recipient agrees not to disclose the existence or terms/conditions of this Agreement or discussions being held with Discloser in relation to the confidential information being disclosed pursuant to the Project referenced herein.

7. JURISDICTION, VENUE, AND GOVERNING LAW

If any term or provision of this Agreement is to any extent held invalid or unenforceable, the remaining terms of this Agreement will not be affected thereby, but each term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.

Recipient consents to the jurisdiction and venue of the courts of Polk County, Florida or the United States District Court in and for the Middle District of Florida, Tampa Division. This Agreement shall be governed by the laws of the State of Florida.

8. FINAL AGREEMENT

This Agreement contains the entire agreement between the Parties regarding the subject matter hereof. In the event any legal action or proceeding arising out of this Agreement, if a court of competent jurisdiction determines that Recipient or its Representatives have breached this Agreement, Recipient shall reimburse Discloser for its costs and expenses (including, without limitation, legal fees and expenses) incurred in connection with such legal action or proceeding. No delay or failure in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any party's exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder. This Agreement may be executed in any number of counterparts, but all of such counterparts shall together constitute but one Agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart hereof signed by each of the Parties hereto. No modification or amendment to this Agreement

“Internal Compliance Program” Page 5 of 7 shall be effective unless approved in writing by each of the Parties hereto. Recipient hereby agrees to submit to personal jurisdiction in the State of Florida in respect of any legal action or proceeding arising out of this Agreement and shall cause its Representatives to agree to the same.

9. ASSIGNMENT

Recipient may not assign this Agreement or any interest herein without Discloser’s express written consent.

10. WARRANTIES AND REPRESENTATIONS

Recipient acknowledges and agrees that neither Discloser nor its Representatives have made and do not make any warranties or representations regarding the accuracy or completeness of any of the Confidential Information or the sources thereof. Recipient agrees that neither Discloser nor its Representatives shall have any liability to Recipients or its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom. Discloser and its Representatives have not undertaken any independent investigation as to the accuracy or completeness of the Confidential Information and are providing the Confidential Information as an accommodation to the Recipient. Recipient shall rely on its own due diligence.

11. NOTICES

Any notices required by this Agreement or given in connection with it shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid or recognized overnight delivery services.

If to Discloser: If to Recipient:

City of Lakeland Name of Organization.

Lakeland Electric ATTN: Larry Watt ATTN: Name 501 E. Lemon Street Address Lakeland, Florida 33801-5050 City, State, Zip Code

12. NO IMPLIED WAIVER

Either party’s failure to insist in any one or more instances upon strict performance by the other party hereto of any of the terms of this

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Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.

13. INDEMNITY

Recipient shall indemnify and hold Discloser and its respective Representatives harmless from and against any and all causes of action, liabilities, losses, expense (including reasonable attorney’s fees and the cost of enforcing this indemnity) arising out of or resulting from any violation or breach by Recipient or its Representatives of the covenants and agreements contained herein.

14. NOTICE RELATED TO DISCLOSURE OF CONFIDENTIAL INFORMATION

Recipient shall notify Discloser as soon as Recipient becomes aware of any disclosure of Confidential Information not authorized by this Agreement and any other breach or violation of the provisions hereof, and it shall endeavor to prevent further such disclosures.

15. WITNESS

In witness whereof, the parties have executed this Agreement as of the date first written above.

Discloser City of Lakeland, Lakeland Electric

By:

(Signature of Authorized Representative)

Printed Name: Click or tap here to enter text.

Title: Click or tap here to enter text.

Recipient Name of Organization

By:

(Signature of Authorized Representative)

Printed Name: Click or tap here to enter text.

Title: Click or tap here to enter text.