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34723472 AGREEMENT FOR THE EXCHANGE OF CONFIDENTIAL BUSINESS INFORMATION In order to protect certain proprietary, Confidential Business Information which may be disclosed between them, Southern California Edison ( "Company "), and the city of El Segundo ( "City"), agree that as of y iV S (the Effective Date ") that: 1. The Discloser(s) of Confidential Business Information hereunder is /are: Company. 2. The Recipient(s) of Confidential Business Information hereunder is /are: City. 3. The Confidential Business Information to be disclosed under this Agreement is described as: Company's financial records related to costs charged to City associated with the Sepulveda Widening Project. 4. This Agreement covers Confidential Business Information which is disclosed between the Effective Date of signing this Agreement and one (1) year from the Effective Date thereof. 5. Recipient's obligations regarding Confidential Business Information received under this Agreement expires three (3) years after the Effective Date of this Agreement. 6. A Recipient is obligated to protect only such Confidential Business Information disclosed under this Agreement as is (a) disclosed in tangible form clearly labeled as Confidential at the time of disclosure , or (b) disclosed initially in non - tangible form identified as Confidential at the time of disclosure and within thirty (30) days thereafter under the procedure in Section 7 below. 7. Confidential Business Information may be disclosed either visually, orally, or in writing. When disclosed in writing, the Confidential Business Information will be identified as such at the time of disclosure, with the writing being clearly stamped, labeled or otherwise identified as Confidential business Information. When disclosed orally or visually, such information must be identified as confidential Business Information and a subsequent written confirmation of such disclosure will be forwarded to the recipient with thirty (30) days after disclosure. Such written confirmation must specifically identify the information disclosed, to whom it was disclosed and the date of disclosure. Either party may request written, signed acknowledgment of receipt of transmitted Confidential Business Information at any time during this Agreement. 8. The General Conditions for the Exchange of Confidential Business Information, as set forth herein are hereby incorporated by reference, and Participant agrees that it read and understands these Conditions. Company understands and agrees that City is a public entity subject to the California Public Records Act. Accordingly, City may be required to disclose certain information to third- parties pursuant to the California Public Records Act or court order, notwithstanding the obligations set forth in this Agreement. City will, however, inform Company regarding any third - party's attempt to obtain Confidential Information so that Company may take such action it deems appropriate to prevent such disclosure. 9. All notices to the respective parties must be in writing and must be sent to the following addresses: Southern California Edison Company 2244 Walnut Grove Ave. Rosemead, CA 91770 Attn.: Douglas P. Ditonto City of El Segundo 350 Main Street El Segundo, CA 90245 Attn: Administrative Services Director or other address, provided prior written notice is given to the other party. The date of notice is deemed to be the date on which such notice was mailed, posted or transmitted. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and witnessed in their names by the proper officials thereof who are duly authorized, on the Effective Date as set forth above. Southern ornia ison By: Donald . ed Signature Title: Seni r Attorney Date: Pi '1 7,40 S Ci By: Signature Title: Date: SOUTHERN CALIFORNIA EDISON COMPANY t ' y 2 -1 GENERAL EXCHANGE OF CONFIDENTIAL BUSINESS INFORMATION -` ! . f 1. Any controversy or claim arising out of or relating to this Agreement is subject to the laws of California, without giving effect to the conflict of law principles thereof. Nothing in this agreement prevents Company from seeking an injunction in any court of competent jurisdiction in Los Angeles County to prevent the breach of this agreement. Venue for any federal action involving the parties, notwithstanding diversity jurisdiction, must take place in the appropriate federal district court serving the Los Angeles region. 2. This Agreement applies to and for the benefit of the parties hereto and their associated companies. As used herein, associated companies means a corporation or division thereof which directly or indirectly controls, is controlled, or is under common control with a party. A corporation or division is considered to be controlled if the ownership, directly or indirectly, of more than Fifty (50) percent of the outstanding stock entitled to vote for election of directors or persons performing a similar function is held by the controlling corporation. 3. Confidential Business Information may not be copied or reproduced without the express written permission of the discloser, except for such copies as may be reasonably required for internal evaluation by the recipient. 4. (A) All rights to such Confidential Business Information disclosed pursuant to this Agreement are reserved by the discloser. Recipient may not use such Confidential Business Information disclosed to it by discloser to benefit itself or others, except for the purpose of its own internal evaluation pertaining to the foregoing premises, and recipient will not disclose such Confidential Business Information to other parties unless and until expressly authorized in writing to do so by the disclosing party, subject, however, to the provisions of paragraph B below. (B) Notwithstanding that this Agreement will have terminated or expire, recipient must keep in confidence, not use for its own benefit, and will not disclose to the extent provided by law to any person, firm, or corporation or persons outside their organization, or to any unauthorized person or persons, all Confidential Business Information so marked by the discloser as set forth in Article 6 of the Agreement, which is received by the recipient pursuant to this Agreement; provided, however, that recipient is not be liable for disclosure or use of any Confidential Business Information: (1) If it was in the public domain at the time it was disclosed or falls within the public domain, except through a breach of this agreement; or (2) If it was known to recipient or its associated companies at the time of discloser; or (3) If it was disclosed after written approval of the discloser; or (4) If it becomes known to the recipient or its associated companies from a source other than discloser without breach of this Agreement by the recipient; or (5) If it was independently developed by the recipient or its associated companies without the benefit of Confidential Business Information received from the discloser or an associated company of discloser; or (6) If it is furnished to a third party by the discloser without similar restriction on the third party's rights; or (7) If it was inadvertently or accidentally disclosed despite the exercise of the same degree of care as recipient takes to protect its own Confidential Business Information; or (8) Disclosure was required in accordance with California law or court order including, without limitation, the California Public Records Act. Before any such disclosure, recipient agrees that it will inform discloser regarding any effort to obtain such Confidential Business Information so that discloser may take such action it wishes to prevent disclosure. 5. The parties will perform their respective obligations hereunder without charge to the other. No license or conveyance of any right to either party is granted or implied by the disclosure of Confidential Business Information by discloser except as provided herein. No right to use is warranted by discloser by the furnishing of Confidential Business Information to recipient. 6. This Agreement will not obligate or be construed to obligate either party to purchase any products from the other party or to obligate or be construed to obligate either party to enter into any other agreement with the other party for the purchase of any products from the other party or any other party. Neither party is obligated to develop, manufacture or deliver any product under this Agreement. 7. This Agreement does not grant to either party the right to make commitments of any kind for or on behalf of the other party without the prior written consent of said other party. 8. Recipient must exercise at least the same standard of care to prevent the disclosure of such Confidential Business Information as it exercises to prevent the disclosure of its own Confidential Business Information. Recipient must limit dissemination of such Confidential Business Information to those persons within its organization who have a need to know such information to fulfill the purpose of this Agreement. Acknowledgement of receipt of information may not be deemed as an admission by either recipient that such is Confidential Business Information. 9. All Confidential Business Information and copies thereof must be returned to the discloser within thirty (30) days of receipt of a written request by the discloser for the return of such Confidential Business Information. 10. This Agreement embodies the entire understanding between the parties hereto concerning the subject matter hereof and merges all prior discussions and writings, if any, between them as to the Confidential Business Information to be disclosed. Neither of the parties are bound by any conditions, warranties, or representations with respect to the Confidential Business Information to be disclosed other than as expressly provided in this Agreement, or as duty set forth subsequent to the date hereof in writing and signed by both parties. 11. Recipient and its employees may not disclose any Confidential Business Information, or other information furnished hereunder, in any manner contrary to the laws and regulations of the United States of America, or any agency thereof, including but not limited to Export Administration Regulations of the U.S Department of Commerce and the U.S. Department of State.