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BrightView11/ NONDISCLOSURE AGREEMENT NONDISCLOSURE AGREEMENT(this "Agreement"),dated as of June 28, 2017 between BrightView Landscape Services,Inc., ("BrightView"),and City of Sunny Isles Beach WITNESSETH: WHEREAS,BrightView possesses certain valuable and confidential information regarding its respective businesses,customers,properties, services,operations,plans and strategies(financial,strategic, marketing and othenvise),which valuable and confidential information,if set forth in writing, shall be marked"confidential" or, if not set forth in writing, which by its nature of context should be reasonably understood to be confidential, proprietary or otherwise sensitive information of a party, as well as information derived therefrom shall be otherwise characterized as confidential("Confidential Information"). WHEREAS,Company may be provided certain Confidential Information by BrightView or its affiliates in connection with understanding,discussing and exploring the possibility of Invitation to Bid No. 17-05-01 (the "Project"); NOW,THEREFORE, in consideration of the mutual promises contained herein,BrightView and Company hereby agree to be legally bound as follows: 1. BrightView may disclose to Company such of its Confidential Information as it deems necessary regarding the above-mentioned Project, and Company shall hold such Confidential Information in confidence in accordance with the provisions of this Agreement. ® 2. Without the prior written consent of BrightView, Company shall neither directly nor indirectly disclose to any third party(including its affiliates)any or all of the Confidential Information disclosed by BrightView hereunder,nor permit any third party to have access to such Confidential Information,nor use such Confidential Information for any purpose. In addition,Company shall only disclose such Confidential Information to those of its employees,agents,or consultants(collectively, "Representatives")who shall reasonably need to know such Confidential Information in order to assist Company with the above-mentioned Project or to make decisions or render advice in connection therewith and who shall be informed of the existence of this Agreement and shall be caused by Company to abide by the terms hereof. However, the aforesaid confidentiality obligations assumed by Company hereunder shall not apply to any Confidential Information which falls within any of the following categories: a. Confidential Information which has come within the public domain through no act or omission of Company; b. Confidential Information which is already in the possession of Company or any of its Representatives at the time of disclosure by BrightView or which is independently discovered,after the date hereof,by Company any of its Representatives without the aid,application or use of the Confidential Information; c. Confidential Information which is obtained, after the date hereof,by Company or any of its Representatives from any third party unaffiliated with Company which is lawfully in possession of such Confidential Information and such disclosures is not in violation of any contractual or legal obligation to BrightView or otherwise with respect to such Confidential Information; or d. Confidential Information required to be disclosed by a governmental or regulatory authority of competent jurisdiction,provided,that Company shall(1)reasonably notify BrightView of such requirement prior to disclosing the Confidential Information(or, if prior disclosure is not possible,as soon as possible 41) thereafter),(2)use reasonably best efforts to obtain confidential treatment of such Confidential Information by such governmental or regulatory authority to the fullest extent possible,and(3)reasonably cooperate BV Non-mutual NDA(v03142016) 1