1. (i) [HOLDER]

   By:

   Name:

The third-party auditor and the holder shall execute a confidentiality agreement that complies with either (1) the sample approved confidentiality agreement contained in this Section or (2) Section 1180.048.

Confidentiality Agreement

[Date]

[Holder]

Dear

The third-party auditor, as agent for the States set forth on Annex A (the “States”; such term also including any additional States that may during the course of the Contractor's examination also authorize the Contractor to act as its agent), has requested certain information from [Name of Holder] (the “Holder”) in connection with its abandoned property examination of the Holder's books and records.

The Contractor shall treat as confidential and protect from disclosure to third parties, other than its own employees, agents, and representatives, and the States, all information that the Holder may furnish verbally and in writing to the Contractor or its agents, representatives, or employees in connection with its abandoned property examination; provided however, that this letter agreement shall not prohibit the Contractor from disclosing such information to (a) any person specifically approved by the Holder or (b) pursuant to or as required by law. The Contractor further agrees that it will not use any such information for any purpose other than the performance of such examination.

The information referred to in the preceding paragraph shall not include any information (i) previously known to the Contractor prior to the receipt of such information, (ii) subsequently acquired by the Contractor from a third party having an independent right to disclose such information, or (iii) that is now or later becomes publicly known through no fault of the Contractor.

Any failure or delay by the Holder in enforcing any provision of this letter agreement will not operate as a waiver of that provision, and the Holder will be entitled to injunctive relief, as well as all other remedies available at law or equity, if the Contractor breaches this letter agreement.

This letter agreement constitutes the entire agreement between us and may only be modified in writing. This letter agreement and all controversies arising from it shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts of law principles.

Sincerely,

[Contractor, Employee, Agent, and Contractor Representative]

AGREED TO:

Note: Authority cited: Section 1571, Code of Civil Procedure. Reference: Section 1571, Code of Civil Procedure.

History

1. New section filed 4-22-2025; operative 7-1-2025 (Register 2025, No. 17).