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<br />CONFIDENTIALITY AND NONDISCLOSURE COVENANT
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<br />THIS CONFIDENTIALITY AND NONDISCLOSURE COVENANT is made to be
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<br />effective this 23 day of March 2022, for the benefit of a Confidential Client by
<br />Ryan Companies US, Inc. or Ryan to the City of Centerville
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<br />RECITALS
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<br />A. Ryan is acting on behalf of the Company, which is evaluating potential sites for the location
<br />of a facility (the , in particular, the site identified in Exhibit A.
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<br />B. The Company wishes to remain anonymous and to act through Ryan as its exclusive agent
<br />for this purpose.
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<br />C. In connection with the Project, the Company has authorized Ryan to share the
<br />Confidential Information (as defined below) with Recipient including, among other things,
<br />the Companys business, plans, operations, results, and financial condition.
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<br />D. Recipient has agreed to preserve the confidential and proprietary nature of the Confidential
<br />Information upon the terms, and subject to the conditions, set forth in this Covenant.
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<br />THEREFORE, in consideration of Ryan agreement to discuss the Project with Recipient, and for
<br />other good and valuable consideration, Recipient hereby agrees as follows:
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<br />TERMS AND CONDITIONS
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<br />1. Confidential Information. As used herein, the term shall be
<br /> secret as defined below disclosed by the Company or Ryan in connection with
<br />and during the term of, this Covenant and designated as "Confidential" by the Company or Ryan
<br />at the time of disclosure. Confidential Information for purposes of this Covenant means
<br />secret information as defined in the Minnesota Data Practices Act, Minnesota Statutes Section
<br />13.37, Subdivision 1, (b) as follows: (b) "Trade secret information" means government data,
<br />including a formula, pattern, compilation, program, device, method, technique or process (1) that
<br />was supplied by the affected individual or organization, (2) that is the subject of efforts by the
<br />individual or organization that are reasonable under the circumstances to maintain its secrecy, and
<br />(3) that derives independent economic value, actual or potential, from not being generally known
<br />to, and not being readily ascertainable by proper means by, other persons who can obtain economic
<br />value from its disclosure or use provided, however, that the term shall
<br />not include information which (i) is or becomes generally available to the public other than as a
<br />result of a disclosure by Recipient or any of its directors, officers, employees, agents, counsel,
<br />consultants or other representatives (hereinafter, esentatives), or any other person to whom
<br />the Recipient discloses such information (whether orally or in writing), in violation of this
<br />Covenant, (ii) was within possession or actual knowledge prior to the information
<br />being furnished to Recipient in connection with this Covenant, provided that the source of such
<br />information was not bound by a confidentiality agreement with or similar obligation to the
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<br />City of Centerville - Ryan Companies - NDA - version 03182022-1
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