HomeMy WebLinkAboutC-9553-1 - Non-Disclosure AgreementA,-ASCENSUS..
NON -DISCLOSURE AGREEMENT
NON -DISCLOSURE AGREEMENT (this "Agreement") dated as of February 21, 2024 between
Ascensus, LLC on behalf of itself or its affiliates ("Ascensus"), and the City of Newport Beach (the
"Company"), which is being entered into for the purpose of setting forth the conditions under which
Ascensus will disclose financial information, documentation, technical, strategic planning, and/or other
business information, in written, verbal, and/or electronic form, to the Company relating to the business
of Ascensus or one or more of its wholly -owned subsidiaries (the "Information").
Ascensus and the Company agree as follows:
Non -Disclosure.
(a) The Information shall be deemed the property of Ascensus. The Information includes
the fact that Ascensus is disclosing information to the Company and the fact that
Ascensus and the Company are discussing possible transactions. The Information and all
copies thereof shall be returned to Ascensus upon request, and the Company agrees to
destroy all copies of any Information provided by Ascensus when the Information is no
longer needed for internal purposes by Company.
(b) The Company agrees that the Information will only be divulged to and used by the
employees of the Company with a need to know (the "Permitted Persons"). The
Company agrees it will not permit any of the Permitted Persons to divulge, use or
publish any Information except in accordance with the terms of this Agreement. The
Company will be liable for any breach of this Agreement by any Permitted Person.
(c) The Information shall be used only for the purpose of enabling the Company to evaluate
a proposed transaction with Ascensus.
(d) Unless and until the Information is (i) in or becomes part of the public domain other
than by disclosure by the Company in violation of this Agreement; (ii) demonstrably
known to Company previously; (iii) independently developed by the Company outside of
this Agreement; (iv) rightfully obtained by the Company from third parties; or (v)
required to be disclosed by law, the Company shall use the same degree of care in its
handling of the Information as it uses with regard to its own proprietary information in
order to prevent the disclosure, use or publication of the Information, and the Company
will not use the Information for its own corporate purposes or otherwise except in
accordance with the terms of this Agreement.
(e) If the Company, any of the Permitted Persons or any of the Company's other employees,
agents or representatives shall attempt to use or dispose of any of the Information, or
any duplication or modification thereof, in any manner contrary to the terms of this
Agreement, Ascensus shall have the right, in addition to such other remedies which may
be available to it, to injunctive relief enjoining such acts or attempts without the
requirement of posting a bond or other surety, it being acknowledged that legal
remedies are inadequate.
v. 10.22
Notices. Any notice or other communication under this Agreement shall be in writing and shall
be considered given when mailed by certified mail, return receipt requested, or by electronic
mail to the parties at the following addresses (or at such other address as a party may specify by
notice to the other):
If to Ascensus:
Ascensus, LLC
200 Dryden Road
Suite 1000
Dresher, PA 19025
Attention: General Counsel
Email: AscensusLegal@Ascensus.com
If to the Company:
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attention: Deputy Finance Director
Representation/Warranty. Ascensus makes no representation or warranty as to the accuracy or
completeness of the Information and Ascensus, its officers, directors, employees, agents or
controlling persons shall not have any liability to the Company and its representatives relating to
or arising from the use of the Information. In addition, this Agreement does not obligate any of
the parties to enter into any further agreement or to consummate any transaction, including,
without limitation, the proposed transaction.
4. Complete Agreement; Modification and Termination. This Agreement contains a complete
statement of all the arrangements between the parties with respect to its subject matter and
cannot be changed or terminated orally. The Company's obligations under this Agreement will
survive any termination of this Agreement.
Governing Law and Jurisdiction. This Agreement will be governed by and construed in
accordance with the laws of the State of California, without regard to conflicts of laws
principles. Each party to this Agreement consents to the exclusive jurisdiction of the state and
federal courts in the State of California, County of Orange, for all actions and proceedings
related to or arising out of this Agreement.
6. Counterparts. This Agreement may be executed in two or more counterparts, including
facsimile counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same Agreement. Each counterpart may consist of a number of copies
each signed by less than all, but together signed by all, the parties hereto.
v. 10.22 Page 2 of 4
[Signature page follows]
v. 10.22 Page 3 of 4
IN WITNESS WHEREOF, a duly authorized representative of each party has signed this Agreement below
as of the date of this Agreement.
Ascensus, LLC
By:
Name:;' John ee
Title: National Healthcare Director
CITY OF NEWPORT BEACH, a California municipal corporation
Date: 31141Vt
Jason Al -Imam
Finance Director
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: + ? K
B :
Aar n . Harp
CityAttorney
ATTEST:
Date:
BY:
Leilani I. Brown
City Clerk
v. 10.22 Page 4 of 4
IN WITNESS WHEREOF, a duly authorized representative of each party has signed this Agreement below
as of the date of this Agreement.
Ascensus, LLC
By:
Name:
Title:
CITY OF NEWPORT BEACH, a California municipal corporation
Date: 311412T
By: 9340 Waww
Jason Al -Imam
Finance Director
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: —)/lq f 1 q
By: (+� c�
{�
Aar, n . Harp
City orney
ATTEST: 2
Date: 3•
1rl
MR
�
By: `
Brown
City Clerk
—
u
v. 10.22 Page 4 of 4