MCIMETRO ACESS TRANSPORTATION SERVICES / VERIZON

NONDISCLOSURE AGREEMENT This Agreement("Agreement"),effective when executed by both parties,is made between the City of Pleasanton,a California municipal corporation("Recipient")with an address of P.O. Box 520 Pleasanton, CA 94566 and MClmetro Access Transmission Services Corp. d/b/a Verizon Access Transmission Services, a Delaware corporation("Verizon"),having an office and principal place of business at One Verizon Way,Basking Ridge,NJ 07920,to protect Confidential Information(hereafter defined)to be disclosed by Verizon with respect to a matter of mutual interest described as that certain agreement between Verizon and Recipient entitled'Master Encroachment Agreement between the City Of Pleasanton and MClmetro Access Transmission Services Corp.d/b/a Verizon Access Transmission Services Related to the Installation of Network Facilities within Public Right-Of-Way'dated March 23,2020(the"Encroachment Agreement). 1. To facilitate discussions,meetings and the conduct of business between e. At Verizon's request, Recipient shall return promptly to Verizon or the parties with respect to the matter of mutual interest described above, it destroy any copies of such Confidential Information in written, graphic or may be necessary for Verizon to disclose subsurface depth placement other tangible form and provide to Verizon a list of all such material information related to cables,lines,conduits,access manholes,handholes, destroyed.Notwithstanding the foregoing,Recipient shall not be required to pedestals,boxes,and other similar equipment and devices owned or leased return or destroy Confidential Information that Recipient must retain or by Verizon that are permitted to be installed pursuant to required local preserve in accordance with applicable laws. permits and approvals,encompassing a wireline system("Network Facilities") 4. The obligations in this Agreement do not apply to Confidential Information excluding antennas and radios providing wireless transmission,cell towers,or which,as shown by reasonably documented proof: new utility poles. Confidential Information shall mean Network Facilities subsurface depth placement information that is either disclosed to Recipient a. Was in the Recipient's possession prior to receipt from Verizon;or or with which Recipient comes into contact in written, graphic, or other b. Was received by Recipient in good faith from a third party not subject tangible form;provided that such information is clearly and selectively marked to a confidential obligation to Verizon; or as "CONFIDENTIAL/PROPRIETARY INFORMATION" ("Confidential Information").Such Confidential Information may include proprietary material c. Now is or later becomes publicly known or available through no as well as material subject to and protected by laws regarding secrecy of breach of confidential obligation by Recipient;or communications or trade secrets. d. Is authorized in writing by Verizon to be released or is designated in 2. Unless terminated earlier by written notice,the term of this Agreement writing by Verizon as no longer being confidential or proprietary;or shall be for ten (10) years or the term of the Encroachment Agreement, e. Is or was not clearly marked "CONFIDENTIAL/PROPRIETARY whichever is longer. The obligations with respect to Confidential Information INFORMATION"when provided to Recipient(except where Verizon notifies shall survive termination or expiration of this Agreement. Recipient in writing, prior to any disclosure of the specific information in 3. The parties acknowledge and agree that: question, that omission of the "CONFIDENTIAL/PROPRIETARY INFORMATION"mark was inadvertent); or a. All Confidential Information disclosed by Verizon shall be and shall remain the exclusive property of Verizon; f. Is independently developed by Recipient without any breach of this Agreement and without any use of or access to Verizon's Confidential b. Recipient shall receive in confidence any Confidential Information and Information. shall use such Confidential Information only for purposes of analysis related to the matter of mutual interest described above and for other purposes only 5. Other than as required by law (including Public Disclosure Laws as set upon such terms as may be agreed upon between the parties in writing.For forth below) or as set forth in Section 3(c), Recipient shall not, without the avoidance of doubt, notwithstanding anything in this Agreement to the Verizon's prior written consent, disclose to any person, or make a public contrary, Verizon understands and acknowledges that pursuant to the announcement of,the existence of discussions or negotiations or any of the Encroachment Agreement,information contained within any Master Plan(as terms relating to the matter of mutual interest described above or any that term is defined in the Encroachment Agreement)may be deemed to be a Confidential Information. public record subject to disclosure in accordance with applicable laws; 6. Verizon acknowledges that Recipient is a public entity under the laws of incorporated into Recipient's geographic information systems to show the the State of California. Furthermore, the parties acknowledge that this location of existing Network Facilities;and used by Recipient for any lawful Agreement may constitute a public record that Recipient may be required to purpose, which indudes without limitation coordinating joint trenches and publicly disclose under (i) the California Public Records Act, California other similar projects among users of the public rights-of-way. Recipient Government Code Sections 6250 et seq.; (ii) Title 17, California Code of acknowledges and agrees that the Confidential Information shall be subject to Regulations Sections 91000 et seq.; (iii)Article I,Section 3,of the California the procedures as set forth in Section 6. Notwithstanding the foregoing, State Constitution; and (iv)any other applicable law or regulation that may Recipient agrees that the Confidential Information shall not be incorporated require public entities to disclose public records (collectively, "Public into Recipient's geographic information systems; and shall not be used by Disclosure Laws"). Recipient acknowledges and agrees that Recipient will Recipient for any purposes outside of those set forth in this Agreement promptly notify Verizon of any public records requests for this Agreement or without prior written consent of a Verizon vice president; any Confidential Information.Recipient shall use good faith reasonable efforts c. Recipient shall limit access to authorized employees, officials, to prevent disclosure of the Confidential Information to any third parties, attorneys, and independent contractors who have a need to know the except as may be required by Public Disclosure Laws or as permitted in Confidential Information in order for the Recipient to participate in the matter Section 3(c). Verizon acknowledges that Recipient has not made any of mutual interest described above,who will protect the received Confidential representations or warranties that any Confidential Information that Recipient Information in accordance with the terms set forth in this Agreement and receives from Verizon will be exempt from disclosure under any Public who will only use it for the purposes set forth herein to the extent necessary Disclosure Laws. In the event Recipient's legal counsel determines that the to carry out the purposes of the Encroachment Agreement or for which the release of Confidential Information is required by Public Disclosure Laws,or Confidential Information was disclosed, but to no others without the prior upon an order of a court of competent jurisdiction, Recipient shall notify written approval of Verizon;and in the event of such approval,Recipient shall Verizon of Recipient's intention to release the Confidential Information. If obtain their written agreement,in a form reasonably acceptable to Verizon,to Recipient's legal counsel, in his or her discretion, determines that only a protect Confidential Information provided hereunder and provide a copy of portion of the requested Confidential Information is exempt from disclosure such agreement to Verizon upon request. Recipient shall be liable for any under the Public Disclosure Laws,Recipient may redact,delete or otherwise breach of this Agreement by its authorized employees,officials,attorneys and segregate the Confidential Information that will not be released from the non independent contractors who access Verizon's Confidential Information exempt portion to be released.If any litigation is filed seeking to make public hereunder; any Confidential Information, Recipient and Verizon shall cooperate in defending the litigation, and Verizon shall pay all of Recipient's actual, d. Recipient shall not alter,decompile,disassemble,reverse engineer,or reasonable and documented costs of defending such litigation and shall otherwise modify any Confidential Information received hereunder and the defend and indemnify Recipient against any and all awards, damages, commingling of Confidential Information with Recipient's information shall not judgments,costs,attorneys'fees,other monies,and legal and equitable relief affect the confidential nature or ownership of the same; and 2605v8 NDA Unilateral 07/26/06 Verizon Wireless Confidential