11-04-2016 Non-Disclosure Agreement True Local Events, LLCNON - DISCLOSURE AGREEMENT
This Non - Disclosure, Agreement ( "Agreement "), effective November 4th, 2o16, is made by and
between True Local Events, LLC ( "TLE ") and the Town of Avon, a Colorado home rule municipal
corporation ( "AVON ").
WHEREAS, TLE is requesting from AVON, for the 2017 Special Event Funding Application and Submittal
Requirements; and, consideration for the production of the Cover Rock Festival , the exclusive use of
a portion of Harry A. Nottingham Park including the Avon Performance Pavilion ( "PREMISES "), a
cash contribution and /or certain in -kind services; and,
WHEREAS, AVON is requesting certain proprietary and confidential business information that TLE
desires to remain confidential to the greatest extent permitted by law; and,
WHEREAS, the parties acknowledge that AVON is subject to the Colorado Open Records Act, set
forth in Colorado Revised Statutes § 24- 72 -2oi et. seq. ( "CORA ") with regard to the Town's legal
obligations to disclose public records.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as
follows:
1. The recitals above are incorporated herein.
x. TLE shall provide the following confidential business information, as requested in the 2017
Special Event Funding Application and Submittal Requirements, to the Avon Town Manager
and Director of Festivals & Special Events to allow a full review of TLE's request for use of the
PREMISES, Town funding and in -kind services. AVON agrees the listed confidential business
information contains trade secrets, privileged information and confidential commercial and
financial data as defined under CORA ( "Confidential Information ").
2.1 Proposed 2017 event budget, including anticipated revenues and expenses. Please
breakout revenues by ticket sales, sponsorships, vendor sales, participation fees,
etc. Expenditures may be general categories for artists, marketing, stage
production, site operations, etc.
2.2 2616 Profit and Loss Statement.
3. TLE agrees that certain Information, which may be requested by AVON, is not considered
confidential business information, and may be included in public documents. The public
information includes, but is not limited to:
4.1 Total amount of the funding request.
4.2 Itemization of in -kind services.
4.3 Number of comp tickets being requested, which are not subject to the Admissions
Ticket Fee.
4.4 Return on Investment Analysis completed by TLE and /or AVON.
4.5 The annual special event agreement and/or permit.
4. This Agreement shall not be treated as Confidential Information.
5. TLE agrees lto clearly mark at the top of each page of its confidential business information
the words "CONFIDENTIAL INFORMATION ". The information excepted from Confidential
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AVON -TLE, November 4, 2016
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Information as described in Paragraph 3 shall be provided on separate pages that are not marked
"CONFIDENTIAL INFORMATION ".
6. AVON agrees (a) not to distribute Confidential Information unless specifically authorized by
TLE; (b) not to make disclosure of any Confidential Information to anyone except employees and
subcontractors of such party to whom disclosure is necessary for the purposes set for the above;
and, (c) to appropriately notify such employees and subcontractors that the receipt of Confidential
Infonmation shall not be disclosed or further distributed, and shall be treated with the degree of care
exercised generally;for confidential information.
7. AVON agrees that in the event permission is granted by TLE to copy the Confidential
Information, or that copying is otherwise permitted hereunder, each such copy shall contain and
state the same "CONFIDENTIAL INFORMATION" mark which appears on the original. Nothing herein
shall be construed' as granting to AVON any right or license under any copyrights, inventions, or
patents now or hereafter owned or controlled by TLE.
8. if AVON receives a public records request that seeks disclosure of Confidential Information,
AVON agrees (a) ijhat AVON will promptly notify TLE of such request; (b) AVON will reasonably
cooperate with TLE in responding to such public records request under the applicable timeframe and
provisions of CORA; and, (c) AVON will deny such public records request as may be permitted by
CORA. In the event that AVON's denial of a public records request for Confidential Information is
challenged in court, or in the event that AVON seeks a court order approving its denial of a public
records request for Confidential Information, AVON agrees to reasonably cooperate with TLE in such
court action.
9. This Agreement shall expire on DECEMBER 31st, 2020, unless terminated early by mutual
agreement of the parties. Upon expiration of this Agreement the Confidential Information, together
with any copies of same as may be authorized herein, shall be returned to WG or certified destroyed
by AVON, except to the extent that AVON's municipal records retention schedule requires a longer
period of retention.
10. AVON may not assign or transfer this Agreement or any rights hereunder without written
consent of TLE. TLE may not assign or transfer this Agreement except to a successor company if
such assignee agrees in writing to the terms and conditions of this Agreement.
11. The rights and obligations of this Agreement shall survive expiration or termination.
12. The laws of Colorado shall govern the construction and interpretation of the Agreement.
13. The parties agree that monetary damages would be an insufficient remedy for any actual or
anticipatory breach of this Agreement, and that injunctive relief is an appropriate remedy to prevent
disclosure of Confidential Information and that injunctive relief shall be the sole and exclusive
remedy for any breach of this Agreement.
14. No provision of this Agreement shall be deemed waived, amended or modified by either
party, unless such waiver, amendment or modification is made in writing and signed by both parties.
This Agreement supersedes all previous agreements between the parties relating to the subject
matter thereof. This Agreement constitutes the full and entire agreement between the parties
regarding the Confidential Information.
15. Any notice to be given hereunder by party to the other, shall be in writing and shall be
deemed given when hand - delivered or when sent by email with confirmation of receipt.
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AVON -TLE, November 4, 2016
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16. This Agreement may be signed in counterparts, each of which may be deemed an original,
and all of which together constitute one and the same agreement.
IN WITNESS THEREOF, the parties have caused their duly authorized representatives to sign this
Agreement as of the date first stated above.
TLE: AVON:
By: By: 111 1 t f V 7 Ilk,chi 1,
i/ Title: Tom Dobrez, Owner Title: Virginia Egger, Town M Hager 7./
E -Mail Address:
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AVON -TLE, November d, 2016
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E -Mail Address: vegger(q) avon.org