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CONFIDENTIALITY AGREEMENT
<br />This Confidentiality Agreement (this "Agreement"), effective as of f J0j 0101 q
<br />(the "Effective Date"), is entered into by and between the City of South Bend (the "Disclosing
<br />Party"), an Indiana municipal corporation, acting by and through its Board of Public Works, and
<br />enFocus, an Indiana nonprofit corporation (the "Recipient," and together with the Disclosing Party,
<br />the "Parties," and each, a "Party").
<br />WHEREAS, in connection with enFocus' consultation on and provision of project
<br />management services for the City of South Bend's application to and, if approved, participation in
<br />the National Institute for Occupational Safety and Health research grant program regarding
<br />firefighter health and safety (the "Purpose"), the Recipient desires to receive certain information
<br />from the Disclosing Party that is non-public, confidential, or proprietary in nature; and
<br />WHEREAS, the Disclosing Party desires to disclose such information to the Recipient,
<br />subject to the terms and conditions of this Agreement.
<br />NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set
<br />forth herein, the Parties agree as follows:
<br />1. Confidential Information.. Except as set forth in Section 2 below, "Confidential
<br />Information" means all non-public, confidential, or proprietary information disclosed before, on,
<br />or after the Effective Date, by the Disclosing Party to the Recipient, for the furtherance of or in
<br />any way associated with the Purpose described above, whether disclosed orally or disclosed or
<br />accessed in written, electronic or other form or media, and whether or not marked, designated, or
<br />otherwise identified as "confidential," including, but not limited to, any and all information that
<br />would reasonably be considered non-public, confidential, or proprietary given the nature of the
<br />information and the Recipient's services performed on behalf of the Disclosing Party.
<br />2. Exclusions from Confidential Information. Except as required by applicable
<br />federal, state, or local law or regulation, the term "Confidential Information" as used in this
<br />Agreement shall not include information that:
<br />(a) at the time of disclosure is, or thereafter becomes, generally available to and
<br />known by the public other than as a result of, directly or indirectly, any act or omission by
<br />the Recipient;
<br />(b) at the time of disclosure is, or thereafter becomes, available to the Recipient
<br />on a non -confidential basis from a third -party source, provided that such third party is not
<br />and was not prohibited from disclosing such Confidential Information to the Recipient by
<br />any legal, fiduciary, or contractual obligation;
<br />(c) was known by or in the possession of the Recipient, as established by
<br />documentary evidence, prior to being disclosed by or on behalf of the Disclosing Party
<br />pursuant to this Agreement; or
<br />(d) was or is independently developed by the Recipient, as established by
<br />documentary evidence, without reference to or use of, in whole or in part, any of the
<br />Disclosing Party's Confidential Information.
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