AGREEMENT This Nomiisolosure Agreement (this "skirt-cement") is dated as oprril 13, 20l5,by and between Pacific Lutheran University, a Washington nonpro?t corporation and the licensee of KPL-U, and the University of W?ashiugton, a Washington State institution of higher education, the licensee of KUOW Recitals At The parties desire to explore 1: business relationship with each other. B. In connection with the evaluation or pursuit of that relationship, the parties may disclose, or have already disclosed, valuable proprietary information to each other relating to their operations and businesses. The parties would like to protect the con?dentiality of these discussions and the information disclosed as well as preventing the unauthorized use and disclosure of such infer ration and solicitation of their employees. NOW, THEREFORE, the patties agree as follows: 1, Diso'losurcs?fContidcntialitv. Each party shall treat all information made available or disclosed to the other party in connection with the analysis and negotiations of the potential business snengement that are marked, identi?ed or are reasonably known by the parties to be con?dential. as being con?dential and will not disclose or use such con?dential information for the bene?t of any person other than the parties. Without limiting the foregoing, infommtiOn regarding each party's products, processes, techniques, trade secrets, strategies and programs, ?nancial data, vendor and customer relationships, sales information, and methods ot?oper'ation will be deemed con?dentialt Each party will receive such confidential information and use it for the sole purpose of considering whether to enter into an agreement with the other. Except as required by law, each party agrees not to disclose such con?dential infonnstion to persons other than employees, of?cers. directors, attorneys, agents or others who have a need to know of this information (the ?Representatives.?) and will use the only For assisting that party in determining Whether to enter into an agreement with the other party. The obligation not to use or disclose the con?dential information shall not apply to internistion which: At the time of disclosure is in the possession of the receiving party and was not acquired, directly or indirectly, from the delivering party with knowledge of its con?dential nature; (13) Is acquired by the receiving party from third parties which, to the knowledge of receiving part?, have not received such internistion in con?dence from the delivering party or from other third parties; Is now or hereafter becomes, through no fault of receiving party, pint of the public domain by pubiiostion or otherwise; is independently developed by receiving party without the use of the con?dential infonnation; or Nondis closure Agreement. does] 1 in the receiving party's judgment, it is required or deems it advisable to disclose under the Washington State Public Disclosure Act (RCW 42.56.010, et seq), or any other applicable public disclosure requirement. In connection with any disclosure intended pursuant to exception the receiving party (to, the party that initially received the Certifidential Infomiation that it intends to disclose) agrees to provide the disclosing party the party that initially disclosod the Con?dential hifonnation) ten {10) days written notice of impending release (the ?Notice Period") and to allow the filing of any legal action winch may be initiated by the disclosing party to enjoin or otherwise prevent such release, provided that the receiving party may decide on its own whether the Con?dential Information is to he. released as required by law and the receiving party and the disclosing party will be responsible for all of their own expenses in connection with any litigation pertaining to whether such disclosure is required, including any damages, penalties, attorneys? fees, or costs awarded by reason of having opposed disclosure. in any case, the receiving party will not release the Con?dential Information within the Notice Period, but receiving party Shall not be liable for any release where notice was provided and the disclosing party failed to obtain an injunction against the release of informatics during the Notice Period. 2. Tenn. This Agreement shall become effective when duly signed by both Parties and shall remain in force during a period of six (6) months after signature automatically however, so long as there are continued negotiations between the Parties but terminating upon the effective date of a de?nitive agreement between the. Parties to purchase and sell the assets or ten. 10) days after written notice of termination by one party to the other, whichever occurs ?rst, however, the covenants pertaining to the nondisclosure of enn?dential information shall remain in effect for six (6) years. If and when the Parties execute an agreement to purchase and sell the assets 01? KPLU, this Agreement and the covenants pertaining to nondisclosure shall automatically terminate upon the effective date of the purchase and sale agreement. - - 3. Return of Documents. Upon the written request of one party, the other party will deliver to the requesting pally all documents or other materials furnished by the requesting party or its representatives. Even upon return of the documents, the receiving party agrees to keep the information contained in the documents con?dential, 4. Con?rientialitv of Negotiations. Each party agrees to keep confidential the fact that any discussions or negotiations are taking place between the parties and any of the terms, conditions, or other facts with respect to the proposed relationship, including the status thereof, unless and only to the extent that such disclosure is, in the opinion of the receiving party's counsel, required by applicable law or court order. However, if asked, the parties they disclose the fact that discussions and negotiations are taking place between the parties and general information related to those discussions and negotiations. .ru terminates without the parties entering into a. de?nitive purchase and sale agreement for a period ofth years after the end of the term, neither party will, without the prior written consent of the other, induce or attempt to induce any employee or consultant of the other to leave such employment or relationship to engage in, be employed by, perform services for, participate in or otherwise be connected with any business of the other, directly or indirectly, or (ii) solicit, attempt to solicit business from, or interfere or disrupt any existing client of either party. Nonnsolicitation. During, the term of this Agreement and, if this agreement LU Nondisclosurc Agreement. docx] 6. indeirin?y Each party agrees to defend, indemnify and held the other patty hanniless' from and against all claims, damages, losses, and attomey fees (the "ClaitnsU which are caused by that party's failure to keep the information provided by the other patty Con?dential or otheiwise to comply with the terms of this Agreement; Each party wilt also defend, indemnify and. hold the other party harmless from any Claims caused hythat party's Representatives? failure to keep the information provided con?dential or othewvise complying with the terms of this Agreement. 7. AttorneysI Fees. In the event either party ?nds it necessary to biing suit, action or other proceeding at law or equity to intcipret, enforce, or implement any of the terms of this Agreement, then the prevaiitng party in such action or proceeding shalt be paid all of its reasonable attorneys' fees and costs by the losing party. 8. No De?nitive agreement. This Agreement does not require either party to enter into any business relationship and does not create any agency or partnership between the parties. Execution of this Agreement and discussions between the patties does not impose upon either party an obligation to disclose any con?dential infonnation to the other. 9. No Warranties. Each party understaotts that neither patty or any representative of that party makes any representation or warranty as to the accuracy or completeness of the confidential information. Unless or until de?nitive written agreement is entered into regarding the business relationship, neither of the parties will be under legal obligation of any kind whatsoever With respect to such an arrangement to the other party resulting from the use of the con?dential information, except for matters speci?cally agreed to in this Agreement. 10. Govisrning Law. This Agreement and any claim or dispute arising out of this Agreement, Whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the :8 Late of Washington, without. giving effect to its con?icts of law ptincipies. 11. This Agreement. constitutes the entire agreement between the parties concerning the subject matter of this Agreement and may not be modi?ed except in writing signed by the parties. This Agreement may not be assigned without the prior written consent of the other party. This Agreement wit] he binding upon and inure to the bene?t of the successors and assigns of the parties. 12. Q?m?tme. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument, and to the extent signer! and delivered by means of a facsimile machine or other electronic transmission (including .pdf ?les}, shall be treated in all manner and respects and for all purposes as an original a groomer-It. Nontlisctosure Agreement. decal 5 .a .. IN WITNESS WHEREOF, and in recognition that the receiving party. will be relying Upon the tenns contained herein, the delivering palty has executed this Agreement to be effective as ofthe day and year ?rst above written. PACIFIC LUTHERAN YWVERSITY, a OF WASHINGTON a Washington non?pro?t Corporation and the Washington State institution of higher licensee of KPLU education, the licensee Law are: Jim . . Luv"; $1 ?if3-11: yw~ x??ri?pi ..- -.-. .--..- in.? I . Its: Its: p?ggi. 2 M.., g? 5g\?Eu . a i- 4 5 71;. I. Nohdieelosure Agreement. dorm] 4