2008-23RESOLUTION NO. 2008 - 23
A RESOLUTION APPROVING THE CONFIDENTIALITY AND NON - DISCLOSURE
AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE AND
COMMONWEALTH EDISON (COMED) COMPANY
WHEREAS, the Village of Buffalo Grove, Cook and Lake Counties, Illinois (the
"Village ") is a municipality and a home rule unit of government duly organized and validly
existing under Section 6(a) of Article VII of the 1970 Constitution and laws of the State of
Illinois; and
WHEREAS, the Village of Buffalo Grove desires to use certain information and
systems provided by ComEd, and ComEd desires to provide such information, and
WHEREAS, the term "Confidential Information" means any information, plan,
specification, pattern, procedure, design, device, list, concept, policy or compilation,
(including information in computer software or held in electronic storage media) relating to,
or provided by, the ComEd E- outage System which has not been released publicly
whether such Confidential Information is conveyed orally, electronically, in writing or
otherwise, and
WHEREAS, the Village shall use the same standard of care in protecting the
Confidential Information it receives as that it uses to protect its own Confidential
Information from unauthorized disclosure, publication or dissemination, and
WHEREAS, ComEd is providing this Confidential Information at no charge to the
Village of Buffalo Grove, and
WHEREAS, this Agreement shall be governed and constructed in accordance with
the laws of the State of Illinois without giving effect to any conflict of laws principles.
NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of
the Village of Buffalo Grove, Cook and Lake Counties, IL, that the Village of Buffalo Grove:
Section 1:, Hereby enters into a Confidentiality and Non - Disclosure Agreement with
Commonwealth Edison Company.
Section 2: That Commonwealth Edison is providing this information in all forms,
free of charge to the Village of Buffalo Grove.
Section3: That the officials of the Village are hereby authorized, empowered, and
directed to take all necessary or advisable actions concerning the execution and
implementation of this resolution.
Section 4: That this Resolution shall be in full force and effect from and after its
passage and approval according to law.
Passed and approved this 7t" day of July, 2008
AYES: 5 - Braiman, Glover, Kahn, Trilling, Rubin
NAYES: 0 - None
ABSENT: 1 - Berman
PASSED: July 7, 2008 APPROVED: July 7, 2008
ATTEST: APPROVED:
Village Clerk
6 -25 -08
ELLIOTT HARTSTEIN, Village President
E
CONFIDENTIALITY AND NON - DISCLOSURE AGREEMENT
This Confidentiality and Non - Disclosure Agreement ( "Agreement') is made this L th
day of July 2008 by and between Commonwealth Edison Company ( "ComEd ") and
Village of Buffalo Grove ( "Receiving Party ")(collectively, the "Parties ").
Recital
Receiving Party desires to use certain information and systems provided by ComEd, and
ComEd desires to provide such information and systems.
NOW THEREFORE, in consideration of these premises and the mutual promises set
forth below, and intending to be legally bound, ComEd and Receiving Party agree as follows:
1. All references herein to the obligations of, or actions by Receiving Party, shall
apply to the officers, employees, agents, consultants, contractors and other representatives of
Receiving Party.
2. For purposes of this Agreement, the term "Confidential Information" means any
information, plan. specification, pattern, procedure, design, device, list, concept, policy or
compilation (including information in computer software or held in electronic storage media)
relating to, or provided by, the ComEd Eoutage System which has not been released publicly
whether such Confidential Information is conveyed orally, electronically, in writing, or
otherwise. Confidential Information also includes any information as defined in this paragraph
that was supplied prior to the commencement date of this Agreement.
3. Confidential Information shall not include information that Receiving Party can
demonstrate: (1) was in its lawful possession, before receiving it from ComEd; (2) was in the
public domain, other than through a wrongful act of Receiving Party; (3) was supplied to
Receiving Party without restriction by a third party that is under no obligation to ComEd to keep
such information confidential; (4) was independently developed by Receiving Party without
reference to Confidential Information of ComEd; or (5) was disclosed with the prior written
approval of ComEd.
4. By providing Confidential Information, ComEd does not make any warranties or
representations as to its accuracy or completeness. In addition, by supplying Confidential
Information, ComEd does not obligate itself to provide any particular information or Confidential
Information to Receiving Party nor to enter into any further agreements.
5. IN NO EVENT SHALL COMED BE LIABLE FOR ANY PUNITIVE,
EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES
ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
Page 1 of 3
E
6. ComEd retains all rights, title and interest in the Confidential Information that
ComEd discloses to Receiving Party. The disclosure by ComEd to Receiving Party of
Confidential Information shall not be deemed a waiver by ComEd or any other person or entity of
the right to protect the Confidential Information from public disclosure.
7. Receiving Party shall use at least the same standard of care, but not less than a
reasonable standard of care, to protect Confidential Information it receives as that it uses to
protect its own Confidential Information from unauthorized disclosure, publication or
dissemination.
8. If a third party with the right or authority to do so, requests or requires Receiving
Party, by subpoena, oral deposition, interrogatories, requests for production of documents,
administrative order, freedom of information request or otherwise, to disclose Confidential
Information, Receiving Party shall provide ComEd with prompt notice of such request(s) or
requirements) so that ComEd may seek an appropriate protective order or waive compliance
with the terms of this Agreement. In the absence of a protective order or waiver Receiving Party
shall disclose such Confidential Information only to the extent required by law.
9. Upon ComEd's request, Receiving Party shall promptly return or destroy all
Confidential Information, and the Receiving Party shall thereafter retain no copy of such
Confidential Information unless required by law.
10. Receiving Party agrees and understands that a breach or anticipated breach of the
terms of this Agreement may cause irreparable harm for which money damages would not be a
sufficient remedy. Therefore, as a remedy for any such breach or anticipated breach, ComEd
shall be entitled to seek injunctive relief as well as reimbursement by Receiving Party for
reasonable legal and other expenses. Such remedy shall not be deemed to be an exclusive
remedy for the breach of this Agreement, but shall be in addition to all other remedies available
at law or in equity.
11. Neither Party may assign its rights or obligations under this Agreement without
consent of the non - assigning Party which consent will not be unreasonably withheld, except that
either Party may, without such consent, assign to an affiliate company.
12. If any provision in this Agreement is ever found to be invalid, illegal, or
unenforceable in any way or for any reason by a court of competent jurisdiction, the balance of
this Agreement shall continue to be in full force and effect. Failure or omission by ComEd to
enforce or require strict or timely compliance with any provision of this Agreement shall not
affect or impair the rights of ComEd to pursue any available remedies with respect to any breach
or any anticipated breach of that provision. Any waiver by ComEd of any of the provisions of
this Agreement must be made in writing, and shall apply only to the instance referred to in the
writing, and shall not, on any other occasion, be construed as a bar to, or a waiver of, any right
ComEd has under this Agreement.
Page 2 of 3
13. This Agreement shall
the State of Illinois without be governed and construed in accordance with the laws of
giving effect to any conflict of laws principles.
14. This Agreement together with any documents incorporated herein by reference is
the entire agreement between the Parties with respect to the provision of Confidential
Information by ComEd in connection with the ComEd Eoutage System, and supersedes any and
all prior representations and agreements by the Parties regarding same. The Parties may only
modify, amend, or supplement this Agreement by writing signed by both parties
15. This Agreement may be executed in two or more counterparts, each of which sh
be considered an original instrument, but all of which sh
agreement. all be considered one and the same all
IN WITNESS WHEREOF, and intending to be legally bound, the undersigned
have duly executed this Agreement on the date set forth above.
COMMONWEALTH EDISON COMPANY
By: U✓C� -_p
Name: E � e72�5�,.�
RECEIVING PARTY
By:
Name: William H. Brimm, Village Manager
VILLAGE OF BUFFALO GROVE
Page 3 of 3