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INSURANCE NOT REQUIRED
<br />WORK MAY PROCEED
<br />Ci EiAK OF COUNCIL.
<br />APR 30 21aserf i h `.
<br />CONFIDENTIALITY AND NON -DISCLOSURE AGREEMENT
<br />C'O� THIS CONFIDENTIALITY AND NON -DISCLOSURE AGREEMENT ("Agreement"), dated effective as of
<br />March 28, 2019 ("Effective Date"), is made by and between Compulink Management Center, Inc., a
<br />California corporation, doing business as Laserfiche and its direct and indirect subsidiaries
<br />("Laserfiche"), and the City of Santa Ana, a charter city and municipal corporation organized and
<br />existing under the Constitution and laws of the State of California, with its primary place of business at
<br />20 Civic Center Plaza, Santa Ana, CA 92701("City").
<br />1 Purpose. The parties wish to exchange Confidential Information for the purpose of a continuing
<br />business relationship and a software demonstration (the "Purpose") which may require them to
<br />disclose Confidential Information (as defined below) regarding their respective businesses, including
<br />their products, services, finances, business processes, and other proprietary and/or confidential
<br />information. For purposes of this Agreement, "Discloser" refers to the party that discloses proprietary
<br />and/or confidential information to the other party, and "Recipient" refers to the party that receives
<br />the information. This Agreement sets forth the terms that will govern each party's obligations with
<br />respect to disclosure of such information to the other.
<br />2, Definition of Confidential Information
<br />2.1 "Confidential Information' means information that is disclosed by Discloser to Recipient,
<br />related to Discloser's technology,, software, ideas, know how, business operations, products, and/or
<br />services that are not in the public domain, including their respective inventions, trade secrets, ideas,
<br />designs, research, business methods, financial records and statements, production plans and marketing
<br />plans, whether written or verbal, digitized or recorded, tangible or intangible, that would reasonably
<br />be considered to be Discloser's confidential information at the time of disclosure. Confidential
<br />Information also includes all memoranda, notes, reports, documents, e-mail and other media, as well
<br />as any copies, extracts, computer -generated studies and data of or containing Confidential
<br />Information,
<br />2.2 Notwithstanding the foregoing, Confidential Information will not include any such
<br />information subject to any of the following exceptions where Confidential Information: (a) was
<br />previously known to Recipient without obligations of confidentiality; or (b) is obtained from a third
<br />party that lawfully possesses such information and is not in violation of any contractual, fiduciary,
<br />statutory or other legal obligation to keep such information confidential; or (c) its now, or later becomes,
<br />part of the public domain through no fault of Recipient or its affiliated entities, officers, directors,
<br />agents, employees, contractors, consultants and financial and legal advisors (collectively
<br />"Representatives") or through any other unlawful act or breach of confidentiality by a non-party; or
<br />(d) is independently ascertainable or developed by Recipient or its Representatives without the use of
<br />the Confidential Information, as shown by the Recipient's files and records immediately prior to the
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