Rancho Santiago Community College District (23)

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NONDISCLOSURE AGREEMENT This Nondisclosure Agreement (the "Agreement") is made by and between the Orange County Water District, a special governmental district organized and existing pursuant to the Orange County Water District Act, Chapter 924, Statutes of 1933, as amended ("OCWD"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Producer"). This Agreement is based on the common interest existing between OCWD and Producer, which is one of the nineteen groundwater producers operating within OCWD's boundaries ("Producers"), as it pertains to anticipated and contemplated initiation of cost recovery litigation against persons responsible for PFAS in the Santa Ana River watershed (the "Litigation"). In furtherance of this existing common interest, OCWD has been asked to share with Producer the draft retention agreement that OCWD is considering entering into with the following seven law firms for the purpose of pursuing Litigation: SL Environmental Law Group PC; Kennedy & Madonna, LLP; Taft, Stettinius & Hollister, LLP; Douglas & London, P.C.; Levin, Papantonio, Thomas, Mitchell, Rafferty, & Proctor, P.A.; Kelley, Drye & Warren, LLP; and Robinson Calcagnie, Inc. (collectively the "Firms"). OCWD and Producer are individually referred to as "Party" and collectively referred to as "Parties". The Parties hereby agree to the following terms governing this Agreement so that OCWD may share Confidential Information, as defined below in Paragraph 2, and Producer: Purpose of the Agreement. For mutual consideration set forth herein, the sufficiency of which is hereby acknowledged, the Parties have agreed, pursuant to the common interest doctrine, to memorialize their existing common interest relationship for the propose of preventing unauthorized disclosure of Confidential Information related to the potential provision of legal services by the Firms to OCWD and interested Producers ("Legal Services") pursuant to a draft retention agreement (the "Retention Agreement") that OCWD is currently negotiating with the Firms. OCWD, the Producer and the Firms desire that the Producer be given the opportunity to review the Retention Agreement without jeopardizing its privileged character so that Producer can internally deliberate regarding the draft Retention Agreement and determine if the terms of the Retention Agreement meet their requirements with regards to the Litigation. 2. Definition of Confidential Information. As used herein and for the purposes of this Agreement and the execution thereof, the term "Confidential Information" shall include the draft Retention Agreement, and any communications concerning or relating to the draft or final Retention Agreement, whether written or verbal. 3. Obligations of Parties. Any Party receiving Confidential Information ("Receiving Party") hereby agrees to the following: a. The Recelving, Party agrees not to share, provide or otherwise disclose with any An&viduaris or entities who are not employees, consultants, or members of the governing boards of Producers or 00%'D any Confidential Information unless otherwise compelled to do so by Paw. - -- b. Receiving Party shall hold and maintain the Confidential Information in confidence for all purposes.