ORANGE COUNTY DATAORANGE COUNCIL OG GOVERNMENTS AND SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS

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ATTACHMENT B ORANGE COUNTY DATA ACQUISITION PARTNERSHIP (OCDAP) AUTHORIZED USER CONFIDENTIALITY AND NON -DISCLOSURE AGREEMENT This ORANGE COUNTY DATA ACQUISITION PARTNERSHIP ("OCDAP") AUTHORIZED USER CONFIDENTIALITY AND NON -DISCLOSURE AGREEMENT ("NDA") is entered as of 2020 by and between City of Santa Ana and the undersigned entity ("Authorized User" ). 1, Pictometry International Corp., a Delaware company with offices at 100 Town Centre Drive, Suite A, Rochester, HY 14623 ("Pictomety"), and the Southern California Association of Governments ("SCAG") have entered into that certain agreement dated ("Agreement") for the delivery of licensed digital mapping data and software ("Licensed Products") to SCAG. Under the Agreement, certain governmental entities, including SCAG departments and non-SCAG Authorized Participants, which participate in OCDAP ("OCDAP Member Agencies") shall be granted copies of or otherwise provided access to the Licensed Products through a Participation Agreement ("Participation Agreement") with SCAG. 2. Pursuant to the Participation Agreement and for purposes of this NDA, the OCDAP Member Agency includes City of Santa Ana. 3. Pursuant to Section 5 of the Participation Agreement, Licensed Products may only be accessed or otherwise used by other entities besides SCAG such as OCDAP Member Agencies. OCDAP Member Agencies in turn may choose to share Licensed Products with other partners, contractors or consultants that use the Licensed Products either at their facilities or for any Project (as defined below). 4. The undersigned ("Authorized User") desires to use the Licensed Products solely for noncommercial use and for purposes no greater than reasonably needed to achieve the objectives of an actual project ("Project"), 5. The undersigned Authorized User understands and agrees that the Licensed Products contain trade secret and/or confidential information ("Confidential Information") of Pictometry. Therefore, by signing this NDA, the Authorized User agrees that it will use, and require any of its authorized employees, agents or consultants to use, the Licensed Products solely for the Project, which is a nonexclusive, nontransferable and non -assignable right, from the effective date of this NDA in perpetuity. The Authorized User understands and hereby acknowledges that it shall be solely responsible for assuring its authorized employees, agents and consultants comply with the terms of this NDA and shall implement whatever methods it deems necessary to assure such compliance. IN WITNESS WHEREOF, the undersigned Authorized User, by his/her authorized signature, agrees to all terms and conditions of this NDA as of the date set forth below. AUTHORIZED USER: Signature: Address: Name: Organization: ____ _ City/Zip: Date: Phone: Email: City of Santa Ana: Signature: Date: OCDAP]_PA_A7T_B_ Authorized User Agreement_20200511.doex Name: Title: