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HomeMy WebLinkAboutContract 33955 N®. NON-DISCLOSURE AGREEMENT This is an agreement between City of Fort Worth ("City") located at 1000 Throckmorton Street, Fort Worth, Texas, 76102, and Mercury Interactive Corporation ("Recipient") with offices located at 379 N. Whisman Road, Mountain View, CA 94043. The City may be disclosing sensitive and confidential information of a personal nature for business, tracking, or other purposes ("Confidential Information"). The City would not make such disclosures without Recipient's agreement to maintain confidential treatment of such information. It is understood that confidential, sensitive or personal information provided by the City may be the property of City partners, City employees or officials, as well as of City, itself. Therefore, the parties agree as follows: 1. Recipient will not disclose or use any sensitive, personal, or confidential information from City designated orally or in writing as "Confidential" or "Sensitive" or in like words, or which Recipient should reasonably know is sensitive or confidential, without the prior written consent of City, and then only to the extent specified in such consent. Confidential Information may not be copied by Recipient. Recipient agrees to treat Confidential Information as it would its own Confidential Information and to disseminate it within its own organization only to the extent necessary for the purposes for which it has been provided and only to Recipient's employees or consultants who are bound to maintain its confidentiality. 2. Such restrictions on use or disclosure of Confidential Information described in Paragraph 1 do not extend to any information which (i) is publicly known at the time of its disclosure (ii) is lawfully received from a third party not bound in a confidential relationship to City (iii) is published or otherwise made known to the public by City (iv) is independently developed by Recipient or Subsidiary of the Recipient without using Confidential Information of City or (v) is required to be disclosed pursuant to a court order, duly authorized subpoena, or other governmental or legislative authority. In such cases, notice must be provided to City prior to such disclosure. 3. Upon request by City, Recipient shall return all information received, with a letter confirming that the Confidential Information has in no way been compromised, reproduced or copied and that all copies have been returned. 4. This agreement shall be binding on the parties and their successors and assigns, shall be governed by the laws of Texas, and shall remain effective with respect to any Confidential Information which is disclosed by City unless either party notifies the other that subsequent disclosures are not to be included within the terms of this agreement. 5. This agreement specifically prohibits the Recipient from granting any access to City-provided information to any third party. The Recipient is solely responsible to protect access to City-provided information against any third party while the information is in the Recipient's possession. Vh�7 CAN "'K ff!Mpoftl � r1`��,-Q H, �'-4 , 6. The Recipient shall not distribute any information in any form that was in all or partly derived from any City- provided information. 7. RECIPIENT SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY INCURS DUE TO ANY BREACH OF THIS AGREEMENT CAUSED SOLELY BY RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT RECIPIENT MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO INFORMATION ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY, RECIPIENT, AT RECIPIENT'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE UNAUTHORIZED USE, DISTRIBUTION, DISCLOSURE, OR DISSEMINATION OF CITY CONFIDENTIAL INFORMATION AND CAUSED BY THE SOLE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF RECIPIENT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. Cort Worth Mercury Inter 4 ive Corporation - Accepted and reed to behalf of Recipient uthoriz d SignatuV Authorized Signa re - ---- Marc A. Ott 17 Name Assistant Name 5a�?pS(q re Title Title k q- J—©6 LEGA PROVED BY: APPROVED AS TO AS TO PI<A _. FORM AND LEGALITY: Attested By. ASSISfA TCITY ATTORNEY MaAHen r M&C REQUIRED Citv Secretary . �. -