Tech Index Terms of Confidentiality and Non-Disclosure

Sacramento Area Regional Technology Alliance (“SARTA”) agrees to the following terms of confidentiality and nondisclosure with regard to information that is submitted by or on behalf of companies (“Applicants”) that apply for inclusion on the SARTA Technology Index (“Index”):

Terms of Confidentiality and Non-Disclosure

  1. Application and Confidential Information. Applicants voluntarily apply for inclusion on the Index in accordance with such requirements as SARTA may establish from time to time. As part of the application process, Applicant will be required to provide information concerning Applicant’s business, financial condition and/or other matters. SARTA, its agents, representatives and independent accountants acting on its behalf may investigate and verify all information submitted by or on behalf of Applicant and may obtain additional information concerning Applicant. SARTA’s agents, representatives and independent accountants also may utilize such information for the limited purposes specified in Section 7. Applicant agrees to cooperate in a reasonable manner with SARTA in this process. In connection with this process, certain trade secrets and business information proprietary to Applicant or which Applicant considers to be Confidential Information (as defined below) may be provided to SARTA by Applicant.
  2. No Other Warranties or Representations. SARTA makes no express or implied warranties or representations other than the terms of confidentiality and non-disclosure described herein, including without limitation, any representations or warranties as to the results of submitting an application or as to the application process or the Index. No statements or information, whether oral or written, obtained from SARTA or its agents in connection with an application shall create any other warranty or representation of any type. Applicant specifically agrees to these terms as a condition to submitting an application.
  3. Definition - Confidential Information. As used herein, the term "Confidential Information" comprises information of a confidential nature of, about, or concerning the business of Applicant or its manner of operation that is proprietary to Applicant and that has material economic value or potential material economic value to Applicant's present or future business and that is provided to SARTA by Applicant in connection with the Index application process. “Confidential Information” may include, without limitation, (i) financial information concerning Applicant and Applicant's officers, directors, shareholders and clients, (ii) written records used in Applicant's business, (iii) investment information, (iv) compensation paid to employees and other terms of employment and personnel records, (v) trade secrets (as defined under California Civil Code Section 3426.1) and (vi) other financial or business information disclosed to SARTA by Applicant. As used herein, the term "Confidential Information" does not include information that is generally available to the public or is known by actual or potential competitors of Applicant.
  4. Nondisclosure; Limitations on Use. At all times, SARTA agrees to use commercially reasonable and good faith efforts (i) to keep in confidence and trust all Confidential Information and (ii) to not, directly or indirectly, disclose, use, or induce or assist in the disclosure or use of any Confidential Information without the Applicant's prior express consent; provided, that Applicant agrees and acknowledges that SARTA may disclose all or any portion of the Confidential Information to one or more independent accounting firms for the purpose of reviewing the Index process or methodology. This Agreement shall impose no obligation on SARTA with respect to maintaining the confidentiality and/or using any Confidential Information that (i) is now generally known or becomes generally known to the general public or by actual or potential competitors of Applicant at no fault of SARTA; (ii) is known by SARTA at the time of the disclosure or becomes known to SARTA through disclosure by third parties not under an obligation of confidentiality; (iii) is disclosed by Applicant to third parties without restriction on disclosure or (iv) is disclosed pursuant to a judicial order or subpoena after first providing reasonable notice to Applicant and allowing Applicant the opportunity to contest the judicial order or subpoena. Other than as permitted herein, SARTA agrees to take reasonable measures to prevent unauthorized persons or entities from having access to, obtaining, or being furnished with any Confidential Information.
  5. Ownership of Applicant’s Property. All equipment, notebooks, documents, drawings, memoranda, reports, files, samples, books, correspondence, lists, other written and graphic records, and the like, affecting or relating to the business of Applicant, which SARTA shall use, observe, possess, or control are and shall remain the exclusive property of the Applicant. In the event of a request by the Applicant, SARTA agrees to deliver promptly to the Applicant all such property that is or has been in its possession or under its control.
  6. Term; Continuing Obligations; Successors and Assigns. SARTA’s obligations hereunder shall continue in effect beyond and after the cessation of the application for inclusion on the Index for a period of three (3) years following the date of the disclosure, and the obligations shall be binding on its assigns, heirs, executors, administrators, and other legal representatives. This rights and obligations of the Applicant hereunder shall inure to the benefit of and be binding on the successors and assigns of the Applicant.
  7. License to Publish Tradename and Aggregated Information; Miscellaneous. Applicant grants its express permission and license, without further consent or approval from Applicant, for SARTA to (i) publish Applicant’s trade name and logo, if applicable, and Applicant’s designated media contact information, in any form that SARTA may determine in connection with the Index, and (ii) graphically represent and describe on the SARTA website, and in SARTA literature and publications, aggregate financial information regarding companies applying for or included in the Index that may include Applicant’s submitted information and that may be categorized by region, industry or other factors, provided that Applicant’s independent financial data may not be specified. All decisions regarding the companies that are determined to be eligible for inclusion on the Index and the factors and information to be utilized with regard thereto are solely the discretion of SARTA and are not subject to review or appeal. The terms and conditions contained herein shall be governed in accordance with the laws of the State of California, notwithstanding conflict of law principles. This document contains the entire description of SARTA’s obligations of confidentiality and nondisclosure with regard to the Confidential Information and cannot be amended or modified except by a written agreement, executed by a duly authorized representative of SARTA.