HomeMy WebLinkAbout20143548.tiff CONFIDENTIALITY AGREEMENT / �t / /� '/ ,
THIS AGREEMENT dated/1p/I/ I/�r /9, 20d is between Weld L(,vny 60einid7t
("Company") and DCP MIDSTREAM, LP ("DCP"). Company has requested that DC provide
Company certain maps and other confidential information relating to DCP's gas gathering systems,
compressor stations, and plants in the area of /44// counties in c o and other
information about DCP's area assets (the "Information") in connection with a possible transaction
between DCP and Company("Possible Transaction").
In consideration of the premises and of the mutual covenants herein,the parties agree as follows:
1. Confidentiality. Company understands that DCP's Information was developed by DCP
and by third parties who supply information to DCP under confidentiality restrictions. Company shall
keep the Information confidential and it will not disclose any Information to any person, except (i) that
Company may disclose Information to any director, officer, employee, agent, accountant, attorney,
consultant, or representative of Company or any affiliate of Company who needs to know the information
("Company Representative") for the sole purpose of evaluating the Possible Transaction. Company shall
inform all Company Representatives of the confidential nature of the Information and shall be direct them
to treat it as confidential. Company shall be responsible for any breach of this Agreement by any
Company Representative.
2. Exceptions. Company may disclose the Information to the extent the Information:
(a) is already in Company's possession as of the date of disclosure hereunder;
(b) is already in possession of the public or becomes available to the public other than through the act
or omission of Company;
(c) is required to be disclosed under applicable law or by a governmental order, decree, regulation or
rule(provided that Company shall give written notice to DCP prior to disclosure);
(d) is acquired independently from a third party that has the right to disseminate the information at the
time it is acquired by Company;
(e) is required to be disclosed by mandatory civil process, which includes subpoenas, interrogatories,
requests for production,and requests for admissions, subject to Section 4 below; or
(f) is required to be disclosed by Stock Exchange or Securities and Exchange Commission rules,
subject to Section 4 below.
3. Term. This Agreement shall terminate two years from its date stated above.
4. Required Disclosure of Information. If Company or any Representative or affiliate of
Company to whom Company has directly or indirectly transmitted Information shall be requested or
required to disclose same by law, order, decree, regulation or rule (including without limitation, those of
any regulatory agency, securities commission or stock exchange) or if any person seeks to legally compel
(by interrogatories, document requests, subpoena or otherwise) Company or any Representative or
affiliate of Company to whom Company has directly or indirectly transmitted Information to disclose any
Information, Company shall provide DCP prompt written notice so DCP may in its sole discretion seek a
protective order or other remedy (including participation in any proceeding to which Company or any
Representative or Affiliate of Company is a party). Company, its affiliates and Representatives shall use
reasonable commercial efforts to consult and cooperate with DCP with respect to the timing, manner, and
content of any disclosure and any action DCP may wish to take to prevent or limit the disclosure. If, in
the absence of the protective order or other remedy or the receipt of a written waiver by DCP with respect
to a specific disclosure,Company or any of Company's Representatives or Affiliates are,in the opinion of
legal counsel, legally compelled to disclose Information, Company or Company's Representatives or
Affiliates may, without liability hereunder, disclose only that portion of the Information that counsel
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1/0/14 2014-3548
advises Company it is legally required to disclose, provided that Company uses reasonable efforts to
preserve the confidentiality of the Information, including, without limitation, cooperating with DCP to
obtain an appropriate protective order or other reliable assurance that confidential treatment will be
accorded to the Information.
5. Remedies. No failure or delay by DCP in exercising any of its rights or pursuing any
remedies available to DCP hereunder or at law or in equity shall in any way constitute a waiver or
prohibition of such rights and remedies in the event of a breach of this Agreement. Equitable relief shall
not be exclusive of other remedies to which DCP is entitled at law or in equity. Company will be liable to
DCP, its Representatives and Affiliates for costs, expenses and damages (including but not limited to
attorney's fees and court costs) associated with claims arising out of the unauthorized disclosure or use of
the Information or breach of this Agreement by Company, its Representatives and/or Affiliates.
Company acknowledges that its breach of this Agreement could irreparably harm DCP and agrees that
money damages would not be a sufficient remedy for its breach. In addition to all other remedies, DCP
shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any
breach. Affiliates of DCP whose Information is disclosed pursuant to this Agreement shall be third party
beneficiaries of,and entitled to enforce, this Agreement.
6. No Transaction Obligation. Unless and until a definitive agreement between Company
and DCP with respect to the Possible Transaction has been executed and delivered, neither Company nor
DCP will be under any legal obligation of any kind whatsoever with respect to any Possible Transaction
by virtue of this or any other written or oral expression by it or any of its representatives except, in the
case of this Agreement, for the matters specifically agreed herein.
7. Miscellaneous. This Agreement contains the entire understanding of Company and DCP
with respect to the matters contemplated hereby, superseding all prior oral and written communications,
negotiations, understandings, and agreements of every kind. Company shall not assign this Agreement in
whole or in part or allow any affiliate or Company Representative to do so. This Agreement may be
amended only by an agreement in writing executed by Company and DCP. This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado without reference to principles that could refer to the
laws of another jurisdiction.
The parties have signed this Agreement by their duly authorized representatives as of the date
first stated above.
DCP MIDSTREAM, LP COMPANY
B %- 7 -I, 1..,, 7 B .1GS-Y V L�
, Managing Director
Title:Chair, Board of Weld County Commissioners
NOV 1 2 2014
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APPROVED AS SUANCE: 7
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APPROVED AS TO FUNDING:
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APPROVED AS TO FORM:
County Attorney
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