HomeMy WebLinkAboutTesco Controls Inc. Confidentiality Agreement 1-23-24ISD-S Confidential Non-Disclosure Agt. (07-2023)
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CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (Agreement) is dated as of this ,
by and between the City of Fresno (Disclosing Party or City) and Tesco Controls Inc., a
California LLC (Receiving Party). The purpose of this Agreement is to ensure that all
Confidential Information, learned, revealed to, or acquired by Receiving Party during the
course of business with the City is kept confidential according to the term s and conditions of
this Agreement, and not revealed or disseminated to any third party without the express
written consent of the City.
Receiving Party acknowledges that during the course of business with the Disclosing Party,
it will become privy to information about the City, which the City deems private, confidential,
and proprietary. Receiving Party agrees to treat all such information in strict confidence and
will not disclose or permit any of its agents, employees, staff assistants, Chiefs of Staff, and
affiliates to disclose any confidential information they may obtain or have access to.
DEFINITIONS:
The term “Confidential Information” shall mean any and all documents, materials and
information (whether oral or written) which is revealed to Receiving Party from the Disclosing
Party.
AGREEMENT:
1. Receiving Party hereby agrees the Confidential Information will be limited to those
individuals who have a need to know in order to evaluate the subject purpose. Any
disclosure is limited to those individuals who have executed and are bound by the
terms of this Confidentiality Agreement.
2. Receiving Party further agrees the Confidential Information will not be used by it in a
way detrimental to or to the disadvantage of the Disclosing Party, its subsidiaries or
affiliates.
3. Receiving Party hereby acknowledges the disclosure of Confidential Information may
be harmful to the Disclosing Party and agrees to hold such Confidential Information
in the strictest confidence and not to disclose the same or release it to any other party,
except as expressly permitted hereunder.
4. In the event Receiving Party becomes legally compelled (by deposition, interrogatory,
public request for documents, order, subpoena, civil investigative demand, or similar
process issued by a court of competent jurisdiction) to disclose any of the Confidential
Information, prompt written notice of any such requirement shall be provided to the
Disclosing Party so it may seek a protective order or other appropriate remedy and/or
waive in writing compliance with the terms of this Agreement. In the event that such
protective order or other remedy is not obtained, and irrespective of whether or not
compliance with the provisions hereof is waived, Receiving Party agrees only that
portion of the Confidential Information which Receiving Party’s legal counsel advises
it is legally required to be disclosed shall be disclosed and reasonable efforts shall be
made to obtain assurance that confidential treatment will be accorded such
Confidential Information.
5. If requested in writing by the Disclosing Party, all Confidential Information shall be
returned to the Disclosing Party and Receiving Party shall destroy the Confidentia l
DocuSign Envelope ID: 6F17668C-C1E8-418B-9AB2-8164C7D0C803
January 23, 2024
ISD-S Confidential Non-Disclosure Agt. (07-2023)
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Information in its possession. Any oral information will continue to be subject to the
terms of this Agreement indefinitely.
6. Receiving Party agrees not to disclose (verbally, telephonically, or electronically) or
provide copies of any Confidential Information to any individual who has not executed,
and therefore not bound, by this Agreement.
7. Provisions of this Agreement shall remain in full force and effect as to Receiving Party
as long as Receiving Party retains the Confidential Information in its possession and
indefinitely thereafter.
8. Receiving Party agrees the Disclosing Party shall be entitled to seek equitable relief,
including without limitation, injunctive relief and specific performance, in the event of
any breach or threatened breach of the provisions of this Agreement by Receiving
Party, in addition to all of the remedies available at law (including reasonable
attorney’s fees and costs incurred by the City in litigating this matter) or in equity and
will not be required to post bond or prove actual damages, which may in any event
be difficult to specify or establish. In addition, the undersigned acknowledges the
potential for disciplinary and criminal ramifications under the Brown Act should
Confidential Information be wrongfully disclosed.
9. This Agreement contains the entire agreement between the parties concerning the
confidentiality of the Confidential Information and may not be modified or waived by
a separate written addendum signed by the parties hereto.
10. This Agreement is for the benefit of the parties and their successors in interest and
will be governed by and construed in accordance with California Law.
11. The parties hereby represent and warrant that the person executing this Agreement
has the authority to bind it, as well as its agents, employees, staff assistants, Chiefs
of Staff, and affiliates to this Agreement.
12. If any of the provisions of this Agreement a re found to be unenforceable, the
remainder shall be enforced as fully as possible and the unenforceable provision(s)
shall be deemed modified to the limited extent required to permit enforcement of the
Agreement as a whole.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
DocuSign Envelope ID: 6F17668C-C1E8-418B-9AB2-8164C7D0C803
ISD-S Confidential Non-Disclosure Agt. (07-2023)
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WHEREFORE, the parties acknowledge that they have read and understand this Agreement
and voluntarily accept the duties and obligations set forth herein.
CITY OF FRESNO,
A California municipal corporation
By:
Paul Amico, PE
Assistant Director
No signature of City Attorney required.
Standard Document #ISD-S Non- Disclosure
Agreement (07-2023) has been used without
modification, as certified by the undersigned.
By:
Todd Eischen,
Wastewater System Supervisor
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
TESCO CONTROLS, INC.,
a California LLC
By:
Name: Hamid Sarshar
Title: President
(If corporation or LLC., Board Chair, Pres.
or Vice Pres.)
By:
Name: Sam Strobe
Title: Director of Finance
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:
Number:
Name:
Date of Issuance:
Addresses:
Disclosing Party:
City of Fresno
Attention: Todd Eischen, Wastewater System
Supervisor
5607 W. Jensen Ave.
Fresno, CA 93706
Phone: (559) 621-5280
E-mail: todd.eischen@fresno.gov
Receiving Party:
TESCO CONTROLS, LLC
Attention: Delven Diaz , Director of Sales
8440 Florin Road
Sacramento, CA 95828 Phone:
916-395-8800
E-mail: ContractAdmins@
tescocontrols.com
DocuSign Envelope ID: 6F17668C-C1E8-418B-9AB2-8164C7D0C803
1/22/2024
Alaska CPA #113788,
issued August 2016
1/22/2024
1/23/2024
1/23/2024
Tina M Your
1/23/2024