Non-Disclosure Agreement with Idaho Power for Transmission Line Locations - CM-4262 Use of Information and Services~ir~wo
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IPC CMNo.:
NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT
This Nondisclosure and Confidentiality Agreement (the "Agreement") is made and entered into
this 24th day of February, 2012, by and between Idaho Power Company ("Idaho Power") whose address
is 1221 W. Idaho Street, Boise, Idaho 83702, and City of Meridian ("Recipient") whose address is 33 E.
Broadway Avenue, Meridian, ID 83642. Idaho Power and Recipient are hereinafter sometimes referred
to individually as a "Party" and collectively as the "Parties."
WHEREAS, Idaho Power is the owner of certain information which it considers confidential and
proprietary to Idaho Power; and
WHEREAS, Idaho Power desires to protect the. confidentiality of, maintain its rights in, and
prevent the unauthorized use and disclosure of such information; and
WHEREAS, Recipient maybe given, have access to, discover, or otherwise obtain such
information in the process of providing services to Idaho Power; and
WHEREAS, Idaho Power will only allow Recipient to perform services for Idaho Power on the
condition that Recipient does not use such information contrary to the terms and conditions of this
Agreement;
NOW, THEREFORE, in consideration of the mutual obligations and undertakings, the
sufficiency of which is acknowledged, Idaho Power and Recipient agree as follows:
1. CONFIDENTIAL INFORMATION:
As used in this Agreement, "Confidential Information" means all information of Idaho Power
Company that is not generally known to the public at the time such information is disclosed by
Idaho Power to Recipient or otherwise obtained by Recipient, whether of a technical, business or
other nature (including, without limitation, trade secrets, know how, and information relating to
technology, customers, business plans, promotional and marketing activities, finances and other
business affairs of Idaho Power), that is disclosed by Idaho Power to Recipient or otherwise
obtained by Recipient. Confidential Information does not include information that: (a) was
known to Recipient at the time of receipt from Idaho Power, so long as such information was not
acquired directly or indirectly from Idaho Power; (b) is or becomes known to Recipient from a
third party without an obligation to maintain its confidentiality; (c) is or becomes generally
known to the public through no act or omission of Recipient; or (d) is independently developed
by Recipient without the use or knowledge of Confidential Information of Idaho Power.
2. USE AND NONDISCLOSURE OF CONFIDENTIAL INFORMATION:
Recipient, except as expressly provided in this Agreement, shall not disclose Confidential
~~ Information to anyone without Idaho Power's prior written consent, The Recipient shall not use,
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or permit others to use, Confidential Information for any purpose other than providing services to
Idaho Power. Recipient shall take all reasonable measures to avoid disclosure, dissemination or
unauthorized use of Confidential Information, including, at a minimum, those measures it takes
to protect its own confidential information of a similar nature.
3. RECIPIENT'S PERSONNEL;
Recipient shall restrict the possession, knowledge, development and use of Confidential
Information to its employees, agents, subcontractors and other entities controlled by it
(collectively, "Personnel")who have a need to know the Confidential Information in connection
with the services provided to Idaho Power and who are informed of the confidential nature of the
Confidential Information and who agree to be bound by the terms and conditions of this
Agreement. Recipient's Personnel shall have access only to Confidential Information they need
in connection with the services provided to Idaho Power.
4. DISCLOSURES TO GOVERNMENTAL ENTITIES:
If Recipient becomes legally obligated to disclose Confidential Information to any governmental
entity with jurisdiction over it, Recipient shall give Idaho Power prompt written notice sufficient
to allow Idaho Power to seek a protective order or other appropriate remedy. Recipient shall
disclose only such information as is required by the governmental entity and shall use its
reasonable best efforts to obtain confidential treatment for any Confidential Information that is so
disclosed.
5. OWNERSHIP OF CONFIDENTIAL INFORMATION:
All Confidential Information shall remain the exclusive property of Idaho Power, and Recipient
will have no rights, by license or otherwise, to use Confidential Information except as expressly
provided herein.
6. RETURN OF CONFIDENTIAL INFORMATION:
Recipient shall promptly return or destroy, and verify in writing its destruction of, all tangible
material embodying Confidential Information (in any form and including, without limitation, all
summaries, copies and excerpts of Confidential Information) upon the earlier of (i) the
completion or termination of the services being provided by Recipient to Idaho Power, or (ii)
Idaho Power's written request.
7. INJUNCTIVE RELIEF:
Recipient acknowledges that disclosure or use of Confidential Information in violation of this
Agreement could cause irreparable harm to Idaho Power for which monetary damages maybe
difficult to ascertain or an inadequate remedy. Recipient therefore agrees that Idaho Power will
have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief
against Recipient and its Personnel for any violation or threatened violation of this Agreement.
8. RESPONSIBILITY; TERMINATION:
Recipient shall be wholly responsible for maintaining the secrecy and confidentiality ofthe
Confidential Information disclosed by Idaho Power to Recipient or otherwise obtained by
,,..,~ Recipient, and shall be responsible in this regard for the actions and activities of all its Personnel.
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Any breach of this Agreement by Recipient or Recipient's Personnel shall result in immediate
termination of all contracts between Idaho Power and Recipient or Recipient's company for
providing services to Idaho Power. In addition, legal action shall be taken by Idaho Power
against Recipient and/or Recipient's company as Idaho Power deems appropriate.
9. DURATION OF AGREEMENT; SURVIVAL OF OBLIGATIONS:
This Agreement shall remain in force for a period of three (3) years from the date hereof
notwithstanding that the Confidential Information may have been returned or copies destroyed
prior to the expiration of this time period. Regardless, the termination of this Agreement and the
return or destruction of the Confidential Information in accordance with this Agreement shall not
affect any of the Recipient's obligations with respect to disclosure or use of the Confidential
Information, which shall survive termination.
10. INDEMNIFICATION:
Recipient agrees, to the extent allowed bylaw, to protect, defend, indemnify, and hold harmless
Idaho Power, its officers, directors, agents and employees against and from any and all liability,
suits, loss, damages, claims, actions, costs and expenses of any nature, including court costs and
attorneys fees, growing out of injury to or death of any person or persons and any and all
destruction of, loss of or damage to property arising in any way in connection with, or related to,
Recipient breaching any term or condition of this Agreement.
11. ATTORNEY FEES:
If any action is brought to enforce the terms of this Agreement, the prevailing Party shall be
entitled to its costs and reasonable attorney fees, whether or not suit is prosecuted to judgment.
12. LIMITED RELATIONSHIP:
This Agreement does not create a joint venture, partnership or any other formal or informal
business relationship or entity of any kind, or any obligation to form any such relationship or
entity. Each Party is acting as an independent contractor and not as an employee or agent of the
other Party for any purpose, and neither shall have the authority to bind the other.
13. CUMULATIVE OBLIGATIONS:
Each Party's obligations hereunder are in addition to, and not exclusive of, any and all of its
other obligations and duties to the other Party, whether express or implied, in fact or in law.
14. NONWAIVER:
The waiver by either Recipient or Idaho Power of a breach of any provision hereof must be in
writing and shall not constitute a waiver of a similar breach in the future, or of any other breach,
or nullify the effectiveness of such provision,
15. NO ASSIGNMENT:
Neither Party may assign all or any part of this Agreement without the other Party's prior written
consent, which consent shall not be unreasonably withheld or denied. This Agreement shall be
binding on and inure to the benefit of each Party's successors and assigns.
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lb. GOVERNING LAW, ETC.:
This Agreement shall be governed, interpreted and construed in accordance with the laws of the
state of Idaho, without reference to its choice of law rules, and maybe executed in several
counterparts. The venue of any action shall be Ada County, Idaho. If a provision of this
Agreement is held invalid under any applicable law, such invalidity will not affect any other
provision of this Agreement that can be given effect without the invalid provision. Further, all
terms and conditions of this Agreement shall be deemed enforceable to the fullest extent
permissible under applicable law.
(Signature page immediately follows)
IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the day
and year first hereinabove written.
RECIPIEN c ~
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Signature
Printed Name f Signor
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Title of S nor
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Date
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