Confidentiality Agreement for Purchase of Municipally Owned Water System Outside the Village Boundaries FinalCONFIDENTIALITY AGREEMENT
This CONFIDENTIALITY AGREEMENT (“Agreement”), dated ______________,
2019, is entered into by the VILLAGE OF OAK BROOK (the “VILLAGE”) and
(“COMPANY”).
WHEREAS, the VILLAGE has been requested to provide COMPANY with
access to certain documents, information, and other material in connection with its
response to a Request for Proposals for the purchase of Municipality Owned Water
System Outside of the Village Boundaries; and
WHEREAS, it is acknowledged by the parties to the Agreement that the
documents, information, and other material whose production by the VILLAGE is sought
includes confidential and sensitive information, the unauthorized dissemination of which
would cause serious injury to the VILLAGE.
NOW, THEREFORE, in consideration of the foregoing agreements set forth
herein, the parties agree as follows:
1. For purposes of the Agreement, the term “Materials” or “Confidential
Information” may mean any of the following: agreements, proposed ordinances and
resolutions, email communications, letters, documents, projections, notes, GIS
information, utility system information, or other materials or information produced or
delivered by the VILLAGE or learned by COMPANY in the course of providing the
services detailed in Section 2 of this Agreement.
2. This Confidential Information will be provided to COMPANY solely for the
purpose of providing a response to a Request for Proposals for the purchase of
Municipality Owned Water System Outside of the Village Boundaries, and if Company
were to be the successful purchaser of the Water System, then also for the purchase
and subsequent operation of the Water System.
3. In consideration of its opportunity to review the Confidential Information,
COMPANY shall maintain the Confidential Information in strict confidentiality and hereby
agrees for itself and on behalf of its employers, agents, directors, partners, shareholders
and representatives as follows:
a. Not to use for any purpose any portion of the Confidential Information
except for the purposes stated in Section 2 of this Agreement;
b. Not to disclose to any person or entity any portion of the Confidential
Information except to those representatives who need to know such
information for the purposes set forth herein and, who, prior to being
provided with any Confidential Information are advised of the restrictions
of this Agreement and who agree to be bound by the terms of this
Agreement;
c. Not to disclose to any person or entity that this Agreement exists or that
the Confidential Information has been made available to it; and
d. To reimburse, indemnify, and hold the VILLAGE harmless from and
against any damage, claim, loss, or expense incurred as a result of its
breach of this Agreement.
4. COMPANY shall be responsible for any breach of this Agreement by its
representatives and shall take reasonable steps to ensure that those representatives
that are given access to Confidential Information will be bound by and conduct their
review in accordance with the terms of this Agreement.
5. If COMPANY or its representatives are requested or required by law or
legal process to disclose any Confidential Information, COMPANY will notify the
VILLAGE at a reasonable time prior to disclosure, so that an appropriate protective order
and/or other action may be taken to protect the confidentiality of this information. In the
event that such a protective order is not obtained or other protective action is not
successful, or the VILLAGE waives compliance with the provisions hereof, COMPANY
or its representatives may disclose to any tribunal or any other person only that portion
of the Confidential Information that COMPANY is legally required to disclose and shall
exercise its best efforts to obtain assurance that confidential treatment will be accorded
such Confidential Information.
6. It is further agreed that any breach of this Agreement may render
irreparable harm to the VILLAGE. In the event of a breach, the VILLAGE shall have
available to it all remedies provided by law or equity, including but not limited to
permanent injunctive relief to restrain COMPANY from violating this Agreement. It is
further agreed by the VILLAGE and COMPANY that, in the event of a breach of this
Agreement, irreparable harm that would be rendered to the VILLAGE. With that
understanding, COMPANY hereby voluntarily agrees to the issuance of a permanent
injunction against COMPANY if ever requested by the VILLAGE in the appropriate court
of competent jurisdiction and further would be liable to the VILLAGE for actual damages
for violating this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written by their duly authorized representatives.
THE VILLAGE OF OAK BROOK
By: __________________________________________
Its Duly Authorized Agent
COMPANY :
BY: __________________________________________
Its Duly Authorized Agent