PUD No 1 of Snohomish County 2/23/2018

13. No Binding Agreement for Transaction referencing this Agreement and signed by authorized Nothing in this Agreement creates any obligation of any kind representatives of all parties. whatsoever to provide Confidential Information or to proceed with 18. No Waiver any transaction between the parties. This Agreement does not The invalidity or unenforceability of any provision or provisions create a joint venture or partnership between the parties. The of this Agreement shall not affect the validity or enforceability of Disclosing Party reserves the right,in its sole discretion,to refuse any other provision hereof, which shall remain in full force and to provide Confidential Information. effect.No failure by either party to exercise any right arising from 14. Representations and Warranties a default by the other party shall impair that right or constitute a waiver of it. No waiver by either party of any covenant to be The Disclosing Party warrants that it has the right to disclose the performed by the other shall constitute a waiver of any later breach Confidential Information to the Receiving Party. EXCEPT FOR or covenant. THE FOREGOING, ALL CONFIDENTIAL INFORMATION DISCLOSED PURSUANT TO THIS AGREEMENT IS 19. Assignment PROVIDED ON AN "AS IS" BASIS WITHOUT ANY Neither party may directly or indirectly assign or transfer its rights REPRESENTATIONS OR WARRANTIES, EXPRESS, under this Agreement without the prior written consent of the other IMPLIED, OR OTHERWISE. THE RECEIVING PARTY party,which consent shall not be unreasonably withheld. SHALL USE AND RELY UPON THE DISCLOSING PARTY'S 20. Governing Law CONFIDENTIAL INFORMATION AT THEIR SOLE RISK AND EXPENSE. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington, without 15. Ownership of Confidential Information regard to conflict of laws or choice of laws provisions.The parties No license or conveyance of any right under any copyright,patent, hereby consent to jurisdiction in the State of Washington and agree or other intellectual property right of the Disclosing Party is that the courts within the State of Washington will have exclusive granted to the Receiving Party under this Agreement, other than jurisdiction over any disputes or claims arising out of or related to the limited right to review the Confidential Information as this Agreement. provided above. 21. Headings 16. Entire Agreement Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this This Agreement constitutes the entire understanding between the Agreement. parties and supersedes and cancels any and all prior or contemporaneous negotiations, understandings, and agreements, 22. Counterparts whether oral or written, between the parties, with respect to the This Agreement may be executed in counterparts, which when subject matter hereof. taken together will constitute one and the same instrument. Any 17. Amendments such counterparts may be a facsimile or electronic transmission copy thereof, which shall be as valid and effectual as the original This Agreement may not be amended or modified, and no of that counterpart. obligation may be waived, except by a writing expressly [[FULL COMPANY NAME]] PUBLIC UTILITY DISTRICT NO. 1 OF SNOHOMISH COUNTY,WASHINGTON By: By: *2%241524` Name: C a 5 S i e r- V Ct n L f r n Name: 74 S 4 Y5Kokzs �I Title: rn et,/,(/ p Y' el p[ Evevet& Title: St Meir. A•'ROVED AS T /*RM /Li -44 �- JAMES D LES, Ity ttorney AT A.T: it 44 At ,-0 City Clerk Confidentiality and Non-Disclosure Agreement 3