HMCI NON-DISCLOSURE AGREEMENT

Introduction

This Non-Disclosure Agreement ("Agreement"), effective as of February 6, 2024, is made by

and between Sadie St Lawrence Enterprise, doing business as HMCI ("Disclosing Party"), with
its principal place of business at 1608 54th St Sacramento, CA 95819 and The Regents of the
University of California, on behalf of its Davis campus Professional and Continuing Education
division ("Receiving Party"), located at [Insert Address of UC Davis Professional and
Continuing Education].

This Agreement establishes a confidential relationship between the Disclosing Party and the
Receiving Party. The Disclosing Party intends to disclose information related to a proprietary
training program focused on Artificial Intelligence (AI) enablement, specifically designed for
enhancing the productivity of state and local government employees through the use of
generative AI tools. The objective of disclosing such information is to explore a potential
partnership wherein The University of California Davis Professional and Continuing Education
may become a certification partner for the curriculum provided by the Disclosing Party.

Both parties acknowledge the need for confidentiality regarding the shared information and agree
to enter this Agreement to facilitate discussions and evaluations for collaboration under mutually
agreed terms and conditions.

Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" shall include, but not be limited
to, all information, whether written, verbal, electronic, or in any other format, disclosed by
HMCI to The University of California Davis Professional and Continuing Education, that is not
publicly known and that:

• Details of the AI Enablement Training Program: This encompasses all aspects of

HMCI’s training program aimed at AI enablement, including, without limitation, the
design, structure, and specific content of both in-person and online training modules.
• Training Methodologies, Materials, and Content: This includes any proprietary
methods and processes used in the development and delivery of the training, as well as all
materials, presentations, documents, manuals, multimedia content, and other educational
resources created or used by HMCI in the context of the AI enablement training program.
• Target Audience Information: This refers to any data, analyses, strategies, or insights
relating to the identification and engagement of the target audience for the training
program, specifically focusing on state and local government employees.
• Marketing Strategies and Plans: This encompasses all strategies, plans, and materials
related to the marketing and promotion of the AI enablement training program, including,
but not limited to, advertising campaigns, promotional tactics, digital marketing plans,
and public relations strategies.
• Pricing Structures and Business Models: This includes any information regarding
proposed or existing pricing strategies, revenue models, financial forecasts, budgeting,
and other business model considerations pertaining to the training program.
• Certification Process and Criteria Discussions: This covers all communications and
information exchanged relating to the potential certification partnership, including but not
limited to the criteria, processes, standards, and terms under which UC Davis
Professional and Continuing Education would certify the training program.

Confidential Information does not include information that (a) becomes part of the public
domain through no fault of the Receiving Party; (b) was in the Receiving Party’s lawful
possession prior to the disclosure and had not been obtained by the Receiving Party either
directly or indirectly from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party
by a third party without restriction on disclosure; or (d) is independently developed by the
Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Obligations and Use of Confidential Information

• Use of Confidential Information: The University of California Davis Professional and

Continuing Education agrees to use the Confidential Information solely to evaluate and
negotiate a potential certification partnership with HMCI. The Receiving Party shall not
use the Confidential Information for any other purpose, whether for its own benefit or the
benefit of any third party, without the prior written consent of HMCI.
• Non-Use and Non-Disclosure: The Receiving Party agrees not to use, in any way,
directly or indirectly, HMCI's Confidential Information to develop, produce, market, or
otherwise engage in any business activity related to an AI enablement training program
similar to that disclosed by HMCI, either independently or with any third party.
Furthermore, the Receiving Party agrees not to disclose, disseminate, or otherwise make
available HMCI's Confidential Information to any third party, except as expressly
permitted by this Agreement or as required by law. In the event disclosure is legally
mandated, the Receiving Party shall promptly notify HMCI to allow HMCI to seek a
protective order or other appropriate remedy.
• Safeguarding Confidential Information: The Receiving Party shall take all reasonable
measures to safeguard the Confidential Information from unauthorized access or
disclosure. This includes, but is not limited to, employing security protocols and
restricting access to personnel who have a need to know the Confidential Information for
the purposes of the potential partnership and who are bound by similar obligations of
confidentiality.
• Copying of Confidential Information: The Receiving Party shall not copy, replicate, or
reproduce the Confidential Information in any form without the prior written consent of
HMCI, except as necessary for the permitted use under this Agreement. Any copies,
reproductions, or replications of Confidential Information made by the Receiving Party
shall remain the property of HMCI and be subject to the terms of this Agreement.
• No Implied Licenses or Rights: Nothing in this Agreement shall be construed as
granting, by implication, estoppel, or otherwise, any license or right under any patent,
trademark, copyright, or other intellectual property rights of HMCI, except for the limited
right to evaluate the potential partnership as expressly provided in this Agreement.

Duration

The obligations of confidentiality imposed by this Agreement shall commence upon the
Effective Date of this Agreement and shall continue for a period of five (5) years following the
date of the last disclosure of Confidential Information by HMCI to The University of California
Davis Professional and Continuing Education, notwithstanding the termination of negotiations or
discussions between the parties.

Notwithstanding the foregoing, the parties agree that the obligation to maintain the
confidentiality of any trade secrets as defined under applicable law shall remain in effect for as
long as such information remains a trade secret.

Return or Destruction of Information

Upon the termination of this Agreement, or upon HMCI's written request at any time, The
University of California Davis Professional and Continuing Education shall promptly return or
destroy all copies of Confidential Information received from HMCI, in its possession or control.
The choice between return or destruction of the Confidential Information shall be at the
discretion of HMCI.
In the case of destruction, The University of California Davis Professional and Continuing
Education shall provide HMCI with a written certification, signed by an authorized
representative, confirming that all materials containing Confidential Information have been
destroyed and that no copies have been retained in any form.

Despite the return or destruction of Confidential Information, The University of California Davis
Professional and Continuing Education shall continue to be bound by the obligations of
confidentiality and non-use as set forth in this Agreement.

No License or Transfer of Rights

This Agreement shall not be construed as granting, either expressly or by implication, estoppel,
or otherwise, any license or right under any patent, trademark, copyright, or other intellectual
property right of HMCI, nor shall it grant any rights to use HMCI's intellectual property, except
as necessary for the limited purpose of evaluating the potential certification partnership as
expressly provided in this Agreement.

No Obligation for Future Business

This Agreement does not create an obligation for either HMCI or The University of California
Davis Professional and Continuing Education to enter into any business relationship or
transaction. Any future business engagement between the parties will require a separate written
agreement.

Disclosure Required by Law

In the event that The University of California Davis Professional and Continuing Education is
required by law, regulation, or court order to disclose any of HMCI's Confidential Information,
the Receiving Party agrees to provide prompt written notice to HMCI to enable HMCI to seek a
protective order or other appropriate remedy. In the absence of a protective order or the receipt
of a waiver by HMCI, the Receiving Party may disclose only that portion of the Confidential
Information which it is legally compelled to disclose.

Remedies for Breach

In the event of a breach or threatened breach of this Agreement by The University of California
Davis Professional and Continuing Education, HMCI shall be entitled to seek equitable relief,
including injunction and specific performance, in addition to all other remedies available at law
or in equity. The Receiving Party agrees that monetary damages alone may not be an adequate
remedy for the breach of the obligations set forth in this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of
California, without regard to its conflict of law principles. Any disputes arising under or in
connection with this Agreement shall be resolved through binding arbitration in Sacramento
County in accordance with the rules of the American Arbitration Association.

Miscellaneous

• Amendment: This Agreement may only be amended or modified by a written document

executed by both parties.
• Counterparts: This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together will constitute one and the same instrument.
• Non-Assignment: Neither party may assign or transfer any of their rights or obligations
under this Agreement without prior written consent from the other party.
 Signatures

IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the
date first written above.

HMCI Authorized Representative Name and Signature

Signature_______________________________________________
Title: __________________________________________________
Date: __________________________________________________

The University of California Davis Professional and Continuing Education Authorized

Representative Name and Signature

Signature_______________________________________________
Title: __________________________________________________
Date: __________________________________________________