Record · Agreements
Mutual Non-Disclosure Agreement, Allen County Board of Commissioners <-> Bistrozzi LLC
mutual-nda-bistrozzi
provenance
- source_path data/documents/legal/prr-mandamus/prr-production-2026-06-05/NDA.pdf
- produced_in Allen County public-records production 2026-06-05 (response item 1)
- pages Res #417-25 p.1 (recorder-stamped); Mutual NDA pp.2-5 (terms pp.2-3, signature blocks pp.4-5)
- recorder_stamp JR510 PAGE027
- content_verified 2026-06-07
- evidence scan (county-produced PDF)
authorization
- resolution 417-25
- date 2025-05-27
- body Allen County Board of County Commissioners (regular session)
- title Board of County Commissioners, Allen County, Ohio enters into a Mutual Non-Disclosure Agreement with Bistrozzi, LLC.
- members_present
- Beth Seibert
- Cory Noonan
- Brian Winegardner
- moved_by Seibert
- seconded_by Winegardner
- vote
- Noonan yes
- Winegardner yes
- Seibert yes
- signing_authority Brian Winegardner (Board President) authorized to sign on behalf of the Board
- clerk Brittany N. Woods
- requested_by Assistant Prosecutor John Willamowski Jr. — per the recitals, "correspondence has been received from Assistant Prosecutor John Willamowski Jr., requesting the Board enter into a Mutual Non-Disclosure Agreement with Bistrozzi, LLC." (the County's own counsel originated the NDA)
- stated_purpose To exchange confidential information to evaluate whether to enter into a Community Reinvestment Area Agreement, and -- if the parties enter into the CRA -- to fulfill each party's confidentiality obligations to the extent set forth in the NDA. (ties the NDA directly to the CRA at cra-agreement.cra.yaml)
parties
- company BISTROZZI LLC -- defined as "for itself and its parent, subsidiaries and affiliates" ("Company"). The agreement's confidentiality runs to an unnamed parent + affiliate group (cross-refs the Fortune-100 parent assurance in cra-agreement.cra.yaml §13(A) and the real-party-in-interest thread).
- participant Allen County Board of Commissioners ("Participant")
- company_counsel Vorys, Sater, Seymour and Pease LLP -- Scott J. Ziance (sjziance@vorys.com)
execution
- effective_date_rule the date the last party signs (§1)
- signatures
- party Bistrozzi LLC (Company)
- signatory Scott J. Ziance
- title Its Authorized Signatory
- affiliation Vorys, Sater, Seymour and Pease LLP (Company counsel)
- date 2025-07-01
- party Allen County Board of Commissioners (Participant)
- signatory Brian Winegardner
- title President, Board of Commissioners
- date —
- effective_date_resolved 2025-07-01
- note p.4 is the Participant-signed / Company-blank counterpart; p.5 is the fully executed counterpart (Ziance signed 2025-07-01). The NDA predates the CRA approval (Res #548-25, 2025-07-10) and its execution (2025-08-26) -- the confidentiality wrapper went on first.
terms
- purpose (a) evaluate whether to enter into a CRA Agreement; (b) if the parties enter into a CRA, fulfill each party's confidentiality obligations to the extent incorporated therein (§Purpose).
- confidential_information Broadly defined (§2) -- tangible/intangible, oral/visual/electronic, incl. trade secrets, financial, technical (research, development, procedures, algorithms, data, designs, know-how), and business information (operations, planning, marketing, products, negotiations, proposals); includes information learned during facility tours/site visits.
- duty Recipient protects with no less than a reasonable degree of care; use only for the Purpose (§§3-4).
- recipient_primary_obligor Recipient liable as primary obligor for breaches by its Authorized Personnel, with or without its knowledge (§4).
- term Remains in effect until terminated by either party on 30 days' prior written notice; survives as to info disclosed before termination (§8).
- duty_duration A Recipient's duty to protect expires 3 years from the date of disclosure; on request, return or destroy all Confidential Information -- unless retention is required by State public record laws (§9).
- no_obligation_to_exchange §10 -- imposes no obligation to actually exchange information or proceed with any deal.
- no_ip_transfer §11 -- no IP rights conveyed beyond the limited rights to carry out the Purpose.
- equitable_relief §12 -- improper disclosure may be irreparable; injunctive relief available.
- assignment §13 -- NOT assignable by the Participant (the County) without the Company's prior written consent; the Company may assign or transfer in its sole discretion. (asymmetric -- mirrors CRA §14's affiliate/financing assignability running to the Company's side)
- governing_law Ohio law; exclusive venue = state or federal courts in Allen County, Ohio (§16).
- notices
- county
- President of the Board: bwinegardner@allencountyohio.com
- Allen County Prosecutor: prosecutor@allencountyohio.com
- company Bistrozzi LLC c/o Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, OH 43215, Attn: Scott J. Ziance (sjziance@vorys.com), with copy to same.
- county
public_records_clause
- section 6
- carve_out The confidentiality obligation does not apply to information §6(f) "required to be disclosed by operation of law, court order, public record request or other governmental demand" ("Process").
- county_obligations_when_recipient PROVIDED THAT where the Participant (the County) is the Recipient, the County agrees to (i) give the Company PRIOR WRITTEN NOTICE of such Process -- "at least 10 business days" -- sufficient to allow the Company to seek a protective order or other remedy; (ii) disclose only such information as is required by law; and (iii) request and seek confidential treatment for any Confidential Information so disclosed, to the extent allowed by law.
- litigation_carveout Separately, the NDA imposes no obligation on a Recipient as to Confidential Information disclosed during litigation between Company and Participant, to the extent relevant to the subject of the litigation.
- state_public_record_laws_defined "the public record laws generally applicable to public entities in the State of Ohio, including any exemptions thereto, and any public record laws applicable to the Allen County Board of Commissioners."
- significance This is the contractual engine of the records delay. By signing §6 the County bound itself, before answering any R.C. 149.43 request touching Bistrozzi material, to (1) tip off the developer at least 10 business days in advance, (2) narrow its own production to the bare legal minimum, and (3) affirmatively pursue confidential treatment / a protective order on the developer's behalf. It converts a neutral records custodian into the developer's notice agent and advocate for nondisclosure -- a private incentive to withhold that parallels the CRA §22 public-records indemnity (cra-agreement.cra.yaml). The ~7-week production delay (request 2026-04-14 -> first batch 2026-06-05) is the predictable output of a built-in 10-business-day developer-notice step layered on top of the §9.66(D) review. Note: §6 still requires the County to disclose what the law requires; it cannot lawfully convert a public record into a secret -- but it manufactures delay and an adversarial posture toward the requester.
Where it connects
legal/prr-mandamus/mutual-nda-bistrozzi.nda.yaml · — · legal