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Warwickman,

Once again you are wrong. Final report has yet to be delivered. Here is the NDA.

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Agreement made and entered this 27th day of July, 2018, by and between YKSM, LTD, a Rhode Island business corporation with a principal office address of 27 Dryden Lane, Providence, RI 02904 ("YKSM") and the City of Warwick, a Rhode Island municipal corporation, with a principal office address of327 5 Post Road, Warwick, RI 02886 (''WARWICK”).

Recitals

Whereas YKSM and WARWICK wish to exchange and evaluate certain information which contains confidential and personal data which is protected from disclosure by law and contract relating to an examination of sick leave in the Warwick Fire Department (the ''Evaluation"). Whereas each party may disclose information necessary for the Evaluation to the other party on the condition that the Receiving Party shall hold such information in strict confidence and use such information only for the purposes of the Evaluation. YKSM, by executing this agreement, specifically acknowledges and agrees that certain of the information provided by WARWICK to YKSM is of a personal and confidential nature specifically protected by law and contract from unauthorized disclosure and/or release. Further, YKSM acknowledges and agrees that should an unauthorized disclosure and/or release of the said confidential or personal information provided to YKSM occurs, YKSM shall indemnify, defend and hold harmless WARWICK from any and all liability resulting from or as a consequence of said unauthorized release.

AGREEMENT

1. Definitions

"Evaluation" shall have the meaning indicated above.

"Information" means as to WARWICK, WARWICK'S information, in any form, relating to the application, accrual, use, calculation and/or any other categorization of sick time in or by the Warwick Fire Department. Information shall not include any information in the public domain, information known to the Receiving Party prior to disclosure hereunder and information disclosed to the Receiving Party by a third party which is not breaching an obligation of confidentiality and privacy by making such disclosure.

"Disclosing Party" shall be the party which discloses its Information under this Agreement, and "Receiving Party" shall be the party, including said party's attorneys, financial advisors, agents and representatives, which receive the other party's Information under this Agreement.

2. Confidentiality and Non-Disclosure

YKSM shall hold in strictest confidence all information obtained from WARWICK and shall not use WARWICK'S Information for any purpose other than the Evaluation. YKSM shall not disclose or release any of WARWICK'S Information to any third party without the express written consent of WARWICK. YKSM shall make no more copies of WARWICK'S information than are reasonably necessary to perform the Evaluation. In addition, YKSM shall use contemporary reasonable precautions to limit access to WARWICK'S information to only those of its employees who reasonably require such Information in connection with the Evaluation. YKSM shall be responsible for compliance and liable for non-compliance by its employees and agents with the obligations under this Agreement. WARWICK'S Information shall be returned by YKSM to WARWICK upon completion of the need to review the data or shall notify WARWICK that WARWICK'S Information was destroyed. Any destruction of WARWICK'S information by YKSM shall be confirmed to WARWICK in writing.

Notwithstanding the preceding, YKSM will be permitted to keep one archival copy of all work products and supporting documents in accordance with applicable professional standards for certified public accountants. YKSM shall not, except for disclosures permitted hereunder or those required by law or regulation, reveal WARWICK'S information. The Parties agree not to issue any publicity or press statements relating to the Evaluation. In the event a request or demand for disclosure of WARWICK'S information is made to YKSM and to which YKSM is legally compelled to disclose WARWICK'S Information, YKSM shall provide WARWICK notice of such demand or request no later than five (5) days after receipt and before any WARWICK information is disclosed to a third party. To ensure compliance with the provisions of this Confidentiality and Non-Disclosure Agreement, YKSM shall meet with the Warwick Personnel Director to review the Evaluation only as it relates to whether the information contained in the Evaluation complies with the relevant provisions of this agreement as it relates to confidential information not subject to disclosure. The Personnel Director shall work with YKSM to effect any proposed redactions and/or deletions of Information contained in the Evaluation, which in the opinion of the Personnel Director violate any terms or provisions of this agreement. If YKSM accepts the recommendations· offered by the Personnel Director and revisions to Evaluation according to those comments, YKSM will be deemed to have fully complied with the terms regarding non-disclosure as it relates to the Information contained in the Evaluation. YKSM shall remain obligated to retain and protect all other Information in their possession from unauthorized disclosure pursuant to the provisions of this agreement.

3. Disclaimer

WARWICK makes no representations as to the accuracy or completeness of WARWICK'S Information. WARWICK shall not be liable to YKSM if any of WARWICK'S information is inaccurate.

4. Term

The term of this agreement shall apply in perpetuity and YKSM'S obligations of confidentiality and non-disclosure extend and remain in full force and effect in perpetuity.

5. Injunction

YKSM agrees and acknowledges the Information received from WARWICK is confidential, private, and subject to confidentiality and non-disclosure by law and contract, a breach of which will injure WARWICK irreparably and, therefore, WARWICK shall have the right, in addition to all other remedies available at law or equity, to seek injunctive relief, including costs, expenses and attorneys fees.

6. No Rights to WAR WICK'S Information

No right or license under any trademark, service mark, trade name, trade secret or other intellectual property that WARWICK may now or hereafter own or control will be deemed granted by the disclosure of WARWICK'S Information to YKSM.

7. Non-Assignment

The rights and obligations under this Agreement may not be assigned or delegated.

8. Governing Law

This Agreement will be governed by and construed in accordance with the laws of Rhode Island, regardless of any laws that might otherwise govern under applicable principles of conflicts of Jaws thereof.