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INSURANCE NOT REQUIRED N-2025-122
<br /> WORK MAY PROCEED
<br /> CITY CLERK
<br /> DATE: MAY 2 7 2025 CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
<br /> This NON-DISCLOSURE AGREEMENT("Agreement") is entered into and effective as
<br /> p: ST�a) of April 30, 2025 ("Effective Date"), by and between Smart Wave Technologies LLC, a Georgia
<br />(lac�Gullc� KF limited liability company("Smart Wave"or"Recipient"), and the City of Santa Ana, a charter city
<br /> and municipal corporation organized and existing under the Constitution and laws of the State of
<br /> California("City"or"Discloser"). Each of the foregoing are hereinafter referred to as"Party"and
<br /> together as the "Parties."
<br /> WHEREAS, Recipient has proposed constructing a downtown wireless network for the
<br /> City, and in so doing may require access to City facilities and/or assets. As a result of Recipient's
<br /> potential access to sensitive and/or confidential information owned by the City,Recipient has agreed
<br /> to not disclose such confidential information pursuant to the terms of this Agreement.
<br /> NOW THEREFORE, in consideration of the Recipient's access to and provision by the City of
<br /> Confidential Information,the parties agree as follows:
<br /> 1. Purpose of Disclosure. The disclosure of Confidential Information by the City to
<br /> Recipient is made for the purpose of performing a cybersecurity assessment for the City and
<br /> providing a confidential report to the City on its findings and to assist the City with
<br /> recommendations to improve the cybersecurity posture of the City.
<br /> 2. Confidential Information. "Confidential Information" means any information,
<br /> technical data, or knowhow,whether received in physical,verbal, or electronic format, including,
<br /> but not limited to, that which relates to methods, research, product plans, products, services,
<br /> software, developments, processes, designs, drawings, engineering, City assets such as street
<br /> lights, traffic signals, City buildings, City owned towers of any kind, water tanks,bus shelters, or
<br /> other City owned infrastructure, hardware configuration information processes, formulae,
<br /> compositions, systems, techniques, and computer programs which may include but may not be
<br /> limited to specifications, designs, plans, process flows diagrams, functional descriptions of
<br /> security systems,security drawings, security software,security protocols,personal data(protected
<br /> by applicable California law), data protection,marketing data, customer lists,vendor lists or other
<br /> information, which is proprietary, trade secret, or confidential to the City of Santa Ana. Such
<br /> Confidential Information may be designated in writing by City to be confidential or proprietary,
<br /> or if given orally, is confirmed promptly in writing as having been disclosed as confidential or
<br /> proprietary. Confidential Information does not include information, technical data or know-how
<br /> which: (i) is in the possession of the receiving party at the time of disclosure as shown by the
<br /> receiving party's files and records immediately prior to the time of disclosure; (ii)prior or after the
<br /> time of disclosure becomes part of the public knowledge or literature,not as a result of any inaction
<br /> or action of the receiving party; (iii) is approved for release by the Discloser in writing; (iv) is or
<br /> CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
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