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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