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REV: 12-22-22 MI Transient Occupancy Tax Information Nondisclosure Agreement This Nondisclosure Agreement (the "Agreement") is entered into on _______, 2022 by and between the City of Redwood City, California with its principal offices at 1017 Middlefield Road, Redwood City, CA 94063 ("Disclosing Party") and Civitas Advisors, Inc., a California corporation with its principal offices at 1102 Corporate Way, Suite 140, Sacramento, California 95831 ("Receiving Party") for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information"). 1.Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material regarding transient occupancy taxes collected by or behalf of Disclosing Party which is being provided to Receiving Party. 2.Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the same time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) is disclosed by Receiving Party with Disclosing Party's prior written approval. 3.Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Notwithstanding the foregoing, Receiving Party shall not disclose to any third party the gross receipts of any person or entity paying transient occupancy tax to the Disclosing Party, or the amount of transient occupancy tax generated. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests, it in writing. Any report prepared by Receiving Party using Confidential Information shall be written in such a way as to preclude the identification of individual businesses or individual taxpayers by reading the report, provided that this shall not prohibit the preparation and distribution of a report listing hotels, motels, and property management agencies without disclosure of their respective gross receipts or the amount of transient occupancy tax generated. 4.Exception to Section 3. Notwithstanding section 3 above, Disclosing Party authorizes Receiving Party to disclose to staff of the jurisdiction forming the San Francisco Peninsula Tourism Marketing District (“District”) the weight of a petition for District formation purposes. The disclosure authorized by this section shall be limited to providing jurisdiction staff sufficient information to allow the jurisdiction to tabulate the weight of all petitions received, provided that jurisdiction staff do not disclose such information to the public. 5.Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement. ATTY/AGR.2022.437/Civitas Advisors, Inc. (SF Peninsula TOT Data) (Page 1 of 2) Dec 29, 2022