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NON-DISCLOSURE AND NON-PUBLICITY AGREEMENT

NON-DISCLOSURE AND NON-PUBLICITY AGREEMENT

This Non-Disclosure and Non-Publicity Agreement (the “Agreement”) is entered into on the day of this recorded electronic signature by and between [TomKat Ranch Educational Foundation OR Thomas F. Steyer and Kathryn A. Taylor] (the “Client”), and myself as recorded electronically here (the “Visitor”).

1. Non-Disclosure and Non-Publicity of Confidential Information and Identity Information

(a) In connection with being on the Client’s property (“Property”), Visitor may encounter or have access to the Confidential Information or Identity Information of Client (as defined below) or Client’s staff or guests.  Visitor agrees and covenants that, at all times and notwithstanding any termination or expiration of this Agreement, the Visitor and their directors, officers, employees, independent contractors, agents, advisors, subsidiaries, affiliates, and representatives (Visitor’s “Representatives”) will hold in strict confidence and not Publish Confidential Information or Identity Information of Client or Client’s staff or guests to any third party.  

(b) Without limiting the foregoing paragraph, Visitor specifically agrees:

(i) not to make, create, or Publish any photographs, videos, or any other audio-visual recordings of any kind while present at any Client event or performing services of any kind for Client;

(ii)not to Publish or use any Confidential Information or Identity Information, and to treat all Confidential Information and Identity Information as strictly private and confidential; and

(iii)to require each of its Representatives who might provide services of any kind to Client to execute a Representative Confidentiality Agreement in the form set forth in Exhibit A before providing any services to Client, and to provide each original executed Representative Confidentiality Agreement to Client before permitting any Representative to commence work for Client.

(c) Visitor agrees and acknowledges that it will be responsible to Client for any breach of this Agreement by its Representatives or by any third party to whom Visitor discloses Confidential Information or Identity Information.

2. Definitions

(a) Confidential Information.  “Confidential Information” means any information that is not generally known to the public, or that would otherwise appear to a reasonable person to be confidential, private, or proprietary in the context and circumstances in which the information is known or used, whether in tangible or intangible form, whenever and however disclosed, whether or not marked or otherwise identified as confidential, including, but not limited to:

(i) any publicity, fundraising or campaign strategies, plans, financial information, or projections, operations, budgets, estimates, business plans, and performance results relating to the past, present, or future activities of Client and Client’s staff and guests; and

(ii) any personal information or current or future plans or activities of Thomas F. Steyer, Kathryn A. Taylor, or their children, and all of their assets, interests, activities, commitments, obligations, and business, legal, social, charitable, and personal matters, including specifically, without limitation, philanthropy, business operations, finances, plans, strategies, personnel, policies, and legal and regulatory affairs relevant to them personally or any entity with which they are affiliated.

(iii) Notwithstanding anything in the foregoing to the contrary, Confidential Information does not include information which: (a) was known by the Visitor prior to accessing or receiving the Confidential Information from Client; (b) becomes rightfully known to the Visitor from a third-party source not known (after diligent inquiry) by the Visitor to be under an obligation to Client to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by Visitor in breach of this Agreement; and (d) is or has been independently developed by Visitor without violation of the terms of this Agreement or reference or access to any Confidential Information.

(b) Identity Information.  “Identity Information” means a person’s name, voice, photograph, likeness, and/or biographical or personal information.

(c) Publish.  “Publish” means to directly or indirectly disclose, publish, communicate, or make information available to any person, entity, or third party, including but not limited to the press and media companies, in any form or forum, whether tangible or intangible as outlined in Exhibit A below.

3. Compelled Disclosure of Confidential Information.

Notwithstanding anything in the foregoing to the contrary, Visitor may disclose Confidential Information or Identity Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request, or similar method, provided that Visitor promptly notifies, to the extent practicable, Client in writing of such demand for disclosure so that Client, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the information.

4. Security.

Visitor agrees and covenants to comply with all Client security policies and procedures in force from time to time, including without limitation, those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Client intranet, internet, social media and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords, and any and all other Client facilities, IT resources, and communication technologies (“Facilities Resources”); (ii) not to access or use any Facilities Resources except as authorized by Client; and (iii) not to access or use any Facilities Resources in any manner after the termination of Visitor’s business relationship with Client.  Visitor agrees to notify Client promptly in the event he or she learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction or reverse engineering of, or tampering with any Facilities Resources or other Client property or materials by others.

5. Term.

This Agreement will remain in effect for the entire term of Visitor’s visit to the Client’s property.  Notwithstanding the foregoing, Visitor’s duty to hold in confidence Confidential Information and Identity Information to which Visitor or its Representatives had access during the term will remain in effect indefinitely.

6. Remedies.

Both parties acknowledge that the unauthorized use or dissemination of Confidential Information or Identity Information could cause irreparable harm to Client, Related Parties, or their staff or guests, but the resulting damages would be very difficult to quantify.  Therefore, both parties hereby agree that, in addition to monetary damages or any other remedies available, Client will be entitled to injunctive relief preventing the use or dissemination of any Confidential Information or Identity Information in violation of the terms hereof.  Client will be entitled to recover all costs and fees, including reasonable attorney’s fees, incurred in obtaining any such relief.

7. Notice of Breach.

Visitor will notify Client immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Identity Information by Visitor, its Representatives, or any other third party to whom Visitor disclosed Confidential Information or Identity Information, or any other breach of this Agreement by Visitor, and will cooperate with Client’s efforts to regain possession of Confidential Information and Identity Information to prevent any further unauthorized use or disclosure.

8. Miscellaneous.

(a) The validity, construction, and performance of this Agreement will be governed and construed in accordance with the laws of California applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of law provisions thereof.  By signing below, each party agrees that the venue for any disputes arising under the terms of this Agreement shall be California.

(b) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information and Identity Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten, or interpreted to include as much of its nature and scope as will render it enforceable.  If it cannot be so modified, rewritten, or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.

                                                                                         

EXHIBIT A

REPRESENTATIVE CONFIDENTIALITY AGREEMENT

As the Visitor, I make the following agreements and promises to TomKat Ranch Educational Foundation OR Thomas F. Steyer and Kathryn A. Taylor  (the “Client”):

  1. I will not take, make, or create any photographs, videos, or any other audio-visual recordings of any kind while present at any Client event or performing services of any kind for Client.
     
  2. I will not directly or indirectly disclose, publish, communicate, or make available to any person, entity, or third party, including but not limited to the press and media companies, any photographs, videos, or any other audio-visual recordings of any kind that were created at or in connection with my services for Client or at or in connection with any Client event.
     
  3. I will not directly or indirectly disclose, publish, communicate, or make available to any person, entity, or third party (including but not limited to the press and media companies), the names, identities, or other biographical or personal information of the staff or guests that attend any Client event.  
     
  4. I will not directly or indirectly disclose, publish, communicate, or make available to any person, entity, or third party, including but not limited to the press and media companies, any confidential information that I may see, hear, or otherwise have access to while present at any Client event or performing services of any kind for Client.  “Confidential information” is information that is not generally known to the public, or that would otherwise appear to a reasonable person to be confidential, private, or proprietary in the context and circumstances in which the information is known or used, whether in tangible or intangible form, whenever and however disclosed, whether or not marked or otherwise identified as confidential.
First Visitor's Name

First Name*

Last Name*
First Visitor's Date of Birth*
I certify that I am 18 years of age or older
First Visitor's Signature*
Second Visitor's Name

First Name*

Last Name*
Second Visitor's Date of Birth*
Third Visitor's Name

First Name*

Last Name*
Third Visitor's Date of Birth*
Fourth Visitor's Name

First Name*

Last Name*
Fourth Visitor's Date of Birth*
Fifth Visitor's Name

First Name*

Last Name*
Fifth Visitor's Date of Birth*
Sixth Visitor's Name

First Name*

Last Name*
Sixth Visitor's Date of Birth*
Seventh Visitor's Name

First Name*

Last Name*
Seventh Visitor's Date of Birth*
Eighth Visitor's Name

First Name*

Last Name*
Eighth Visitor's Date of Birth*
Ninth Visitor's Name

First Name*

Last Name*
Ninth Visitor's Date of Birth*
Tenth Visitor's Name

First Name*

Last Name*
Tenth Visitor's Date of Birth*
Parent or Guardian's Email Address

Email*

Confirm Email*
Check to receive information and news by e-mail.
Parent(s) or court-appointed legal guardian(s) must sign for any participating minor (those under 18 years of age) and agree that they and the minor are subject to all the terms of this document, as set forth above.
Parent or Guardian's Name

First Name*

Last Name*
Parent or Guardian's Date of Birth*
I certify that I am 18 years of age or older
Parent or Guardian's Signature*
Electronic Signature Consent*
By checking here, you are consenting to the use of your electronic signature in lieu of an original signature on paper. You have the right to request that you sign a paper copy instead. By checking here, you are waiving that right. After consent, you may, upon written request to us, obtain a paper copy of an electronic record. No fee will be charged for such copy and no special hardware or software is required to view it. Your agreement to use an electronic signature with us for any documents will continue until such time as you notify us in writing that you no longer wish to use an electronic signature. There is no penalty for withdrawing your consent. You should always make sure that we have a current email address in order to contact you regarding any changes, if necessary.


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