OIAA_Confidentiality_Non-Disclosure_Agreement_(2).pdf

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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement is made and entered into as of ____________________________, by and between the Ontario International Airport

1, and __________________________________ Recipient __.

Recipient includes directors, officers, employees, agents, consultants, contractors, and sub-contractors, including their respective directors, officers, employees, and agents, of any level or type.

Throughout the duration of this Agreement, the Disclosing Party may deem it necessary to disclose or share certain proprietary, confidential, and/or privileged information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained within this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, both parties hereto agree as follows:

Confidential Information For all the intents and purposes nonpublic data or information that is deemed by the Disclosing Party to be confidential, proprietary, or privileged, whether in tangible or intangible form, whenever and however disclosed, including but not limited to, (i) any highly sensitive information that if lost or made public, could seriously damage or compromise the Disclosing Party, its property, facilities, systems or operations, and/or public safety and security; (ii) any information that is entitled to protection as a public interest privilege under the laws of the State of California or as may be deemed by the Disclosing Party to be afforded or entitled to the protection of any other privilege recognized under California law or federal law; and (iii) all other information deemed by Disclosing Party to be confidential, proprietary, or privileged, whether oral or in writing, or by any other media. Confidential Information also includes Sensitive Security Information, as defined in the TSA Rules and Regulations, 49 CFR § 1500.1 through § 1520.7, and/or Critical Infrastructure Information, as defined in 6 U.S.C. 131, et seq. and any rules or regulation enacted pursuant thereto. Specific handling instructions pertaining to Sensitive Security Information is covered in more detail below in Conditional Access to Sensitive Security Information Confidential Information need not be novel, unique, patentable, copywritten or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and, as such, the Disclosing Party regards all of its Confidential Information as trade secrets.

Notwithstanding anything in this Agreement to the contrary, Confidential Information shall not include any such information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (ii) becomes rightfully known to the Receiving Party from a third party source not known, after diligent inquiry, by the Receiving Party to be under an obligation to the Disclosing Party to maintain confidentiality,

(iii) is or shall become publicly available through no fault or failure to act by the Receiving Party in breach of this Agreement; (iv) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of Compelled Disclosure shall apply prior to any disclosure being made; and (v) is or has been independently developed by employees, consultants or agents or the Receiving Party without violation of the herein contained terms and conditions of this Agreement or reference or access to any Confidential Information. Receiving Party acknowledges Disclosing Party is a public entity governed by the California Public Records Act may be required pursuant to the Act.

Confidential Information Disclosure The Disclosing Party may deem it necessary, from time to time, to disclose or make available to the Receiving Party Confidential Information. It shall then become the responsibility of the Receiving Party to: (i) limit the disclosure of any rs, officers, employees, agents or representatives (collectively here R who have a need to know such Confidential Information and of the obligations set forth herein this Agreement and require such Representatives to keep such Confidential Information confidential; (ii) keep all Confidential Information strictly confidential by way of exercising a reasonable degree of care, but not less than the degree of care that the Receiving Party would exercise in safeguarding their own confidential information; and (iii) not disclose any Confidential Information received to any third parties, unless otherwise provided for herein this Agreement.

Therefore, Receiving Party shall be responsible for any breach of this Agreement by any of their respective Representatives.

Conditional Access to Sensitive Security Information Receiving Party may be granted conditional access by Disclosing Party to receive Confidential Information that also constitutes Sensitive Security Information (SSI), as defined in the Transportation Security Administration (TSA) Rules and Regulations, 49 CFR § 1500.1 through § 1520.7. In consideration of Receiving Party being granted conditional access to certain documents or other material containing Confidential Information that is SSI, Receiving Party understands and agrees to the following terms and conditions pertaining to SSI apply: (i) By being granted conditional access to SSI, the Disclosing Party has placed special confidence and trust in Receiving Party, and the Receiving Party is obligated to protect this information from unauthorized disclosure, in accordance with the terms of this Agreement and all applicable laws; (ii) as used in this Agreement, SSI is that information defined in 49 CFR Part 1520, but also includes any information not specifically mentioned in 49 CFR Part 1520 but marked as Sensitive Security Information or SSI; (iii) based on the determination that Receiving Party has a security-related need-to-know, Receiving Party is being granted conditional access to SSI materials. This approval will permit Receiving Party to have conditional access to certain SSI; (iv) Receiving Party will never divulge any SSI that is provided to Receiving Party pursuant to this Agreement to anyone, unless Receiving Party has been advised in writing by Disclosing Party that the proposed recipient is authorized to receive it. Receiving Party will submit to Disclosing Party for security review, prior to any publication or submission for publication - whether in print, oral, or electronic form - any book, article, speech, report, or other work that is based on any knowledge Receiving Party obtained pursuant to this Agreement. This security review is intended to allow Disclosing Party to ensure that SSI is not disclosed; (v) if Receiving Party becomes aware or have reason to believe that any SSI may have been released to any unauthorized person, Receiving Party will immediately notify Disclosing Party; (vi) Receiving Party understands that the unauthorized disclosure of SSI could compromise the safety and security of persons in transportation; (vii) unless and until Receiving Party is provided a written release by Disclosing Party from this Agreement or any portion of it, all conditions and obligations contained in this Agreement shall apply both during period of conditional access and at all times thereafter; (viii) each provision of this Agreement is severable. If any administrative or judicial tribunal should find any provision of this Agreement to be unenforceable, all other provisions shall remain in full force and effect; (ix) Receiving Party understands the Disclosing Party may seek any remedy available to it to enforce this Agreement, including but not limited to application for a court order prohibiting disclosure of information in breach of this Agreement, imposition of civil penalties, and any other enforcement or corrective action; (x) by granting Receiving Party conditional access to information in this context, the Disclosing Party does not waive any statutory or common law evidentiary privileges or protections that it may assert in any administrative or judicial proceeding to protect any SSI to which Receiving Party has been given conditional access under the terms of this Agreement.

Confidential Information Usage The Receiving Party herein agrees to make use of the Confidential Information solely for the purpose and in connection with the current or contemplated business relationship between both parties and not for any purpose other than that which has been stipulated and contained herein this Agreement, unless otherwise authorized by prior written consent by an authorized representative of the Disclosing Party. There shall be no other right or license, whether expressed or implied, in the Confidential Information granted to the Receiving Party hereunder.

Ownership and title to the Confidential Information shall remain solely with the Disclosing Party, any and all use of the Confidential Information by the Receiving Party shall be solely for the benefit of the Disclosing Party, and any type or manner of improvements or modifications thereof by the Receiving Party shall remain the sole property of the Disclosing Party.

Compelled Disclosure of Confidential Information Notwithstanding anything in this Agreement to the contrary, the Receiving Party may be compelled to disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method , provided that the Receiving Party promptly notifies, to the extent feasible, the Disclosing Party in writing of any such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory may promptly comply with such request provided the Receiving provides (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppose cooperative efforts by, to the extent feasible, the Disclosing Party with any such request for a protective order or other relief.

Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.

Independent Development Receiving Party may currently or in the future be developing information internally, or receiving information internally, or receiving information from other parties that Information. Accordingly, nothing in the Agreement will be construed as a representation or inference that Receiving Party will not develop or have developed products or services, that, without violation of this Agreement, might compete with the products or systems contemplated by the D

Term The herein contained Agreement shall remain in effect until Recipient is expressly released, in writing, by Disclosing Party. Notwithstanding the foregoing, the Confidential Information that may have been disclosed during the term shall thus remain in effect indefinitely.

No Warranty

Remedies Both parties to this Agreement acknowledge and agree that the Confidential Information hereunder this Agreement is unique and vital to the safety, security, and well-being of Disclosing Party, and that the unauthorized distribution or broadcasting of the Confidential Information could cause substantial damage to public safety and security and significantly endanger Disclosing Party, its patrons, personnel, its facilities, and the general public, and could result in civil or criminal fines, penalties and/or monetary damages.. The damages that the Disclosing Party could sustain as a direct result of the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to claim injunctive relief that would prevent the dissemination of any Confidential Information that would be in violation of the terms set forth herein this Agreement. Any such injunctive relief provided shall be in addition to any other available remedies hereunder, whether at law or in equity. The Disclosing Party shall be entitled to recover any sustained costs and/or fees, including, but not limited to, any reasonable attorneys es which may be incurred while attempting to obtain any such relief. Furthermore, in the event of any litigation which may be related to this Agreement, the prevailing party shall be entitled to recover any such reasonable attorneys incurred.

Return of Confidential Information Upon completion/expiration of termination of this Agreement, the Receiving Party shall immediately return and deliver to the Disclosing Party all tangible material and/or information representing or exemplifying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, which may have been converted to any computerized media in the form of any image, data or word processing files either manually or by image capture or any other form of work product that may be based on or include any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of this Agreement or (ii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, with the prior written consent of the Disclosing Party, the Receiving Party may embodying Confidential Information (or the reasonably non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction of the material and or information.

Notice of Breach The Receiving Party shall immediately notify the Disclosing Party upon discovering any unauthorized use of disclosure of Confidential Information by the Receiving Party or its Representatives, or any other breach of this Agreement by the Receiving Party or its Representatives, and will cooperate with any efforts by the Disclosing Party to assist the Disclosing Party to regain the possession of its Confidential Information and this prevent its further unauthorized use.

No Legally Binding Agreement for Transaction Both parties hereby agree that neither party shall be under any legal obligation of any kind whatsoever with respect to a transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that each party herein reserves the right, in their sole and absolute discretion, to reject any and/or all proposals and to terminate discussions and negotiations with respect to any transaction at any time. This Agreement does not create or constitute a joint venture or partnership between the parties. In the event that a transaction should go forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the transaction shall supersede this Agreement. Should and such provision not be provided or stipulated in said transaction documents, then this Agreement shall be the controlling instrument.

Warranty

NO WARRANTIES ARE MADE BY DISCLOSING PARTY UNDER THIS AGREEMENT WHATSOEVER.

Receiving Party acknowledges that although Disclosing Party endeavors to include in the Confidential Information any and all information that it believes is relevant for the purpose of the evaluation of a transaction, Receiving Party understands that no representation or warranty as to the accuracy of completeness of the Confidential Information is being made by Disclosing Party. Furthermore, Disclosing Party is not under any obligation contained within this Agreement to disclose any Confidential Information it chooses not to disclose.

Entire Agreement This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by written amendment signed by the party against whom such enforcement is sought.

Governing Laws The validity, construction and performance of this Agreement shall be governed and constructed in accordance with the laws of California or any applicable federal laws or statues applicable to contracts made and to be wholly performed within such state, without giving effect to any form of conflict of law provisions thereof. The Federal and State courts located in or encompasses the jurisdiction of the County of San Bernardino shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.

Waiver of Contractual Right shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

Severability Although the restrictions herein contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. In the event it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement shall be enforced as if such provision was not included.

Notices Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, emailed, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the aforementioned address of the other party, or any such other address or addressee as may be furnished by a party in accordance with this paragraph. All such notices or communication shall be deemed to have been given and received (i) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch, and (iii) in the case of mailing, on the seventh business day following such mailing.

Printed Name Printed Name

Title Title

Date Date

Transfer of Assign This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent shall not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.

No Publicity Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with the Disclosing Party unless expressed written authorization is received from the Disclosing Party and except as consistent with Federal and State public disclosure codes, statutes, or regulations.

Miscellaneous The receipt of this Confidential Information pursuant to this Agreement shall not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other, or (ii) providing products or services to other who compete with the other.

Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the aforementioned effective date.

Company Authorized Signatory OIAA Authorized Signatory

Signature Signature