HomeMy WebLinkAboutContract 37016 (2) CITY
CONRACTENo. OI
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This CONFIDENTIALITY AND NON-DISCLOSURE agreement is entered into this 17th day of
April,2008 by and between the City of Fort Worth (the"Client")and The Social Compact,Inc.
(the"Provider").
A. The purpose of this agreement shall be to permit free exchange of documents and
information between the Client and the Provider while maintaining the confidentiality of such
documents and information.
B. "Confidential Information"includes all information identified by legend as being
proprietary or confidential or,if identified orally by the disclosing party, as proprietary or
confidential.
C. All Confidential Information shall remain the sole property of the disclosing party.
D. Subject to the limitations in Paragraph E,each party shall hold the Confidential
Information of the other in strict confidence,will not make any voluntary disclosures(including
methods or concepts utilized in the Confidential Information) without the express written consent
of the other,except to employees or consultants who agree to be bound by the terms of this
agreement and will take all reasonable steps to maintain the confidentiality of all Confidential
Information.
E. Provider understands and acknowledges that the Client is a public entity under the
laws of-the State of Texas,and as such,the following information is subject to disclosure under
Chapter 552 of the Texas Government Code,the Texas Public Information Act(the "Act")- 1)all
documents and data held by the Client,including information obtained from the Provider and 2)
information held by the Provider for or on behalf of Client that relates to the transaction of
Client's business and to which Client has a right of access. If the Client receives a request for any
documents that may reveal any of Provider's proprietary information under the Act,or by any
other legal process,law,rule, or judicial order by a court of competent jurisdiction,the Client will
utilize its best efforts to notify Provider prior to disclosure of such documents.The Client shall
not be liable or responsible in any way for the disclosure of information not clearly marked as
"Proprietary/Confidential Information" or if disclosure is required by the Act or any other
applicable law or court order.In the event there is a request for such information,it will be the
responsibility of Provider to submit reasons objecting to disclosure.A determination on whether
such reasons are sufficient will not be decided by the Client,but by the Office of the Attorney
General of the State of Texas,or by a court of competent jurisdiction.
F. Any materials,documents,notes,drawings, sketches and other tangible items
containing Confidential Information that are furnished in connection with this Agreement,and all
copies thereof,remain the property of the Client.
G. The work product delivered by the "Provider"will not disclose the Confidential
Information shared between the "Client" and the "Provider".The work product is not to be copied
or reproduced for any commercial purpose without the express written consent of the "Client".
The Social Compact, Inc.
By: 2g,i-,--L' =�c _,--1 5ated: 4/17/2008
Ryan M. Sullivan
Managing Director
Client �,
By: c:%"/' 4�'51�—Dated:
Toot t,w i'.a s,
Attested By:
Ntarzy Hcndrix
C}ty Sec, retary
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