Village Board agenda — May 4, 2026

Text · page 207 of 240

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16. Confiden ality

  A.  Village and Engineer agree that:

  1. neither party nor any of their employees or authorized representa ves will
  disclose, sell, transfer or make available to third par es any Confiden al
  Informa on (as defined below) of the other party except to employees, agents or
  subconsultants who need to know such Confiden al Informa on in the
  performance of their du es;

  2. each party will use the Confiden al Informa on solely for the purposes of carrying
  out their responsibili es and obliga ons under the terms of this Agreement or a
  Task Authoriza on;

  3. each party will take those precau ons reasonably necessary to maintain the
  confiden ality of the other party’s Confiden al Informa on; and

  4. upon request from the other party, each party shall return, or at the request of the
  other party destroy, all copies of the other party’s Confiden al Informa on, once it
  is no longer needed or permi ed for use.

  B.  For purposes of this Agreement, Confiden al Informa on shall mean all trade secrets,
  proprietary informa on, know-how, processes, and other informa on and any tangible
  evidence, record or representa on thereof, financial informa on, business informa on
  and documents, the intellectual property of each party and other informa on, not
  generally known to the public, which is confiden al or proprietary. Confiden al
  Informa on shall not, however, include informa on which:

  1. was published or was otherwise available to the public prior to its being disclosed
  hereunder;

  2. is published or otherwise becomes available to the public a er its receipt from the
  disclosing party through no act or failure on the part of the receiving party;

  3. was known to the receiving party prior to its receipt from the disclosing party as
  established by the recipient's wri en records; or

  4. was acquired by the receiving party from a third party under no obliga on to
  maintain its confiden ality.

  C.  Village and Engineer agree that this confiden ality provision shall con nue in force for
  a period of one year subsequent to the date of the last Project invoice sent by
  Engineer to Village.

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V. E. Aurora-B&L MSA FY 2026-27 (ID 3593336).docx