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OmniEarth, Inc. A2015-166 cQ06- l In(D AGREEMENT FOR THE EXCHANGE OF CONFIDENTIAL DATA In order to protect certain private,Confidential Utility User Data,"Data"which may be disclosed between them,OmniEarth,Inc.,a Delaware corporation("Company"),and the City of Chino Hills ("City"),agree that as of 6/29/15(the Effective Date")that: 1. The Discloser(s)of Confidential Data hereunder is/are referred to herein as the"Discloser": City of Chino Hills 2. The Recipient(s)of Confidential Data hereunder is/are referred to herein as the"Recipient": OmniEarth 3. The Confidential Data to be disclosed under this Agreement is described as: City's water customer utility data that is protected from disclosure pursuant to Government Code Section 6254.16 and with respect to the Company's disclosure,any data and information provided in connection with the Company's performance of its contractual obligations in connection with water use efficiency programs. 4.This Agreement covers Confidential Data,which is disclosed between the Effective Date of signing this Agreement and one(1)years from the Effective Date thereof. 5. Recipient's obligations regarding Confidential Data received under this Agreement survives the termination of this Agreement. 6. Recipient is obligated to protect such Confidential Data disclosed under this Agreement and shall not release without the Discloser's City Manager prior written authorization. Recipients consultants,its officers,employees,agents or subcontractors,shall not without written authorization from the Discloser City Manager or unless requested by the Discosler's City Attorney,as the case may be, voluntarily provide declarations,letters of support,testimony at depositions,response to interrogatories or other information concerning the Confidential Data. Response to a subpoena or court order shall not be considered"voluntary"provided the Recipient provides notice of such court order or subpoena to the Discloser.Recipient shall promptly notify Discloser should Recipient,its officers,employees,agents or subcontractors be served with any summons,complaint,subpoena,notice of deposition,request for documents,interrogatories,request for admissions or other discovery request,court order or subpoena from any party for Confidential Data. The Discloser retains the right,but has no obligation,to be present at any deposition,hearing or similar proceeding. Recipient agrees to cooperate fully with Discloser and to provide Discloser with the opportunity to review any response to discovery requests provided by Recipient. However,Discloser's right to review any such response does not imply or mean the right by Discloser to control,direct,or rewrite said response. 8.The terms and conditions attached as Exhibit"A"are incorporated by reference as if fully set forth. 9. All notices to the respective parties must be in writing and must be sent to the following addresses: �,L pity Clerk , "iVY�tfl e_p&iN1 ems. City of Chino Hills Attn.: Attn: 14000 City Center Drive Chino Hills, CA 91709 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. By: , /a���V By: S :n. ure ' air')T) Signature it •: Title: City Manager Pate: 7/24(5 Date: -1/'545. By: Attested By: dr1'o•� o' Si ature Signature "��*1 Title: Titl-• City Clerk Dat-• Date: EXHIBIT A GENERAL EXCHANGE OF CONFIDENTIAL DATA I. 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 the parties from seeking an injunction in any court of competent jurisdiction in San Bernardino 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 San Bernardino County region. 2. Confidential Data 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. 3. (A)All rights to such Confidential Data disclosed pursuant to this Agreement are reserved by the Discloser. Recipient may not use such Confidential Data 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 Data to other third parties unless and until expressly authorized in writing to do so by the Discloser. 4. 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 Data by Discloser except as provided herein. No right to use is warranted by Discloser by the furnishing of Confidential Data to Recipient. 5. 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. 6. 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. 7. Recipient must exercise at least the same standard of care to prevent the disclosure of such Confidential Data as it exercises to prevent the disclosure of its own confidential data. Recipient must limit dissemination of such Confidential Data 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 Data. 8. All Confidential Data 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 Data. 9. 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 Data to be disclosed. Neither of the parties are bound by any conditions,warranties,or representations with respect to the Confidential Data 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. 1 10. Recipient and its employees may not disclose any Confidential Data,or other information furnished hereunder,in any manner contrary to the laws and regulations of the United States of America,state or local government..