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Final Version
<br />EXIIIBIT "C"
<br />FORM OF CONFIDENTIALITY AGREEMENT
<br />CONFIDENTIALITY AGREEMENT
<br />This Confidentiality Agreement ("Agreement"), effective as of the last date signed below ("Effective
<br />Date"), is by and between I.R. Eco—District ("Company") and Indian River County Solid Waste
<br />Disposal District ("District"), a special dependent district of Indian River County, Florida.
<br />RECITALS:
<br />WHEREAS, each of Company and the County shall each be referred to as a "Party" and collectively
<br />as the "Parties";
<br />WHEREAS, the Parties have held discussions and exchanged information regarding the
<br />development of a landfill gas electricity generating facility, associated agreements and related matters, and
<br />will continue to hold discussions and exchange information concerning the development and operation
<br />thereof (the "Transaction"); and
<br />WHEREAS, in the course of discussions regarding the Transaction, it will be necessary for a Party
<br />("Disclosing Party") to release certain Confidential Information (as defined below) to another Party
<br />("Receiving Party").
<br />NOW, THEREFORE, in consideration of the mutual promises and covenants made herein, the
<br />receipt and sufficiency of which is hereby acknowledged, and with the intent to be legally bound hereby, the
<br />Parties agree as follows:
<br />1. Confidential Information. "Confidential Information" shall mean all information, regardless of
<br />the form in which it is communicated or maintained (whether oral, written, electronic or visual) and whether
<br />prepared by Disclosing Party or otherwise, which is disclosed to Receiving Party, regardless of whether such
<br />information is disclosed before or after the execution of this Agreement, in connection with the Transaction
<br />and including all records, reports, analyses, notes, memoranda, documentation, data, specifications,
<br />diagrams, statistics, systems or software, manuals, business plans, operational information or practices,
<br />processes (whether or not patented, patentable or reduced to practice), customer lists, contractual
<br />arrangements with, and information about, the Disclosing Party's suppliers, distributors and customers, the
<br />existence of the discussions between the Parties concerning the Transaction, or other information that are
<br />based on, contain or reflect any such Confidential Information. For such Confidential Information provided
<br />by Company to the Country, Company will designate such documents, materials, or information as such and
<br />satisfy the requirements for the applicable exemption (e.g. section 812.081, Florida Statutes) in order to
<br />invoke such exemption from disclosure otherwise required of the other parties as public agencies pursuant
<br />to the Florida Public Records Act. Confidential information also includes any security system plans, which
<br />include records, information, photographs, audio and visual presentations, schematic diagrams, surveys,
<br />recommendations, or consultations or portions thereof relating directly to the physical security of the facility
<br />or revealing security systems; threat assessments conducted by District or any private entity; threat response
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