PUD No 1 of Snohomish County 2/23/2018

other operation of law, the Receiving Party will not release the whatsoever that is in their possession or the possession of any requested Confidential Information sooner than ten days(or such Representatives, including notes, summaries, memoranda, shorter amount of days as the law will allow, if the law does not drawings,manuals,records,excerpts,or derivative information or allow for ten days)after giving the Disclosing Party written notice (ii) immediately destroy any of the foregoing material embodying (including by electronic mail) to allow the Disclosing Party to Confidential Information; provided however that the Receiving obtain an order preventing its release. The Receiving Party will Party may retain such of its documents as is necessary to enable it cooperate in good faith in any such effort or pursuit. In the event to comply with applicable document retention laws and policies; no such protective order is obtained within the aforementioned and provided further that the Receiving Party is not required to period,the Receiving Party is permitted to comply with the request destroy or alter any computer archival and backup tapes or for disclosure without liability under this Agreement. archival and backup files so long as such tapes and files are created in the ordinary course of business and kept confidential in The Receiving Party shall be responsible for any breach of this accordance with the terms of this Agreement. Upon request, an Agreement by any of its Representatives. authorized representative of the Receiving Party shall certify in writing that the requirements of this provision have been satisfied. 7. Exceptions to Confidentiality Obligations The Receiving Party's obligations under this Agreement do not 11. Notice of Breach extend to: The Receiving Party shall notify the Disclosing Party immediately a. Information which, at the time of disclosure, is in the upon discovery of any unauthorized use or disclosure of public domain; Confidential Information by the Receiving Party or its b. Information which shall become part of the public Representatives,whether such disclosure occurs through action or domain after disclosure other than as a consequence of a inaction,and shall assist the Disclosing Party to regain possession breach of this Agreement; of Confidential Information and prevent its further unauthorized c. Information which is obtained from a third person who, use.The Receiving Party shall cooperate in prosecuting any claims insofar as is known to the Receiving Party, is not prohibited against third parties for unauthorized use and shall bear all costs from transmitting the information; associated with pursuing those claims. The Receiving Party shall d. Information which was already known by the Receiving assume and discharge liability for all costs,damages,and expenses Party prior to its disclosure;or sustained by the Disclosing Party as may be caused or e. Information that is disclosed by the Receiving Party with compounded thereby. The Disclosing Party, in addition to any the Disclosing Party's prior written approval. money damages, shall be entitled to obtain an injunction prohibiting the further breach of this Agreement without the To the extent a portion of the disclosed information is already in necessity of posting or filing a bond or other security, even if the public domain, such information shall not be deemed otherwise required. confidential merely by its reference or inclusion in the information disclosed pursuant to this Agreement. 12. Remedies 8. Term and Termination Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character,and that This Agreement will commence on the Effective Date and will the unauthorized dissemination or use of the Confidential continue for [5] years unless terminated earlier or extended in a Information would destroy or diminish the value of such writing signed by authorized representatives of all parties. Either information. The damages to the Disclosing Party that would party may terminate this Agreement for any reason upon thirty result from the unauthorized dissemination or use of the days' prior written notice to the other party. Confidential Information would be impossible to calculate. 9. Survival Therefore,both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any The Receiving Party's duty to hold in confidence Confidential Confidential Information in violation of the terms of this Information received pursuant to this Agreement shall survive Agreement.Such injunctive relief shall be in addition to any other termination or expiration and shall continue until such time as remedies available under this Agreement, whether at law or in either: (i)all Confidential Information disclosed under this equity. The Disclosing Party shall be entitled to recover its costs Agreement becomes publicly known and made generally available and fees, including reasonable attorney's fees, incurred in through no action or inaction of the Receiving Party; (ii)the obtaining any such relief.Further,in the event of litigation relating Receiving Party no longer possesses any Confidential Information to this Agreement,the prevailing party shall be entitled to recover disclosed under this Agreement;or(iii)the Disclosing Party sends its reasonable attorney's fees and expenses. The existence of any the Receiving Party written notice releasing the Receiving Party claim or cause of action which either party may have against the from the confidentiality requirements of this Agreement. other shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement. Unless stated otherwise, 10. Return of Confidential Information all remedies are cumulative and in addition to any other remedies Upon termination of this Agreement,or at such earlier time as the available at law or in equity. Disclosing Party may so request,the Receiving Party shall either (i)immediately return and redeliver to the Disclosing Party all tangible material embodying Confidential Information in any form Confidentiality and Non-Disclosure Agreement 2