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HomeMy WebLinkAboutContract 36766 CITY CONTRACT Y 50�� NON-DISCLOSURE AGREEMENT This Agreement made this 5 day of March 2008, between SAP Public Services, Inc.. having its principal place of business at 3999 West Chester Pike, Newtown Square. PA 19073 (hereinafter referred to as "SAP") and the City of Fort Worth, having its principal places of business at 1000 Th rock ill orton Street, Fort Worth, "Texas 76102 (hereinafter referred to as "the City of Fort Worth"). WHEREAS, SAP is in the business of providing proprietary Software, Documentation, and related services to its customers, and WHEREAS, SAP will disclose to the City of Fort Worth proprietary information pertaining to SAP's Software, Documentation, and/or related services (hereinafter referred to as "proprietary information") through a demonstration to take place on or about March 10 through 12, 2008, for the sole purpose of evaluating SAP's proprietary information liar the applicability and benefit of the City of Fort Worth. WHEREAS, the City of Fort Worth will be videotaping the demonstration, and such resulting videotape, and the information contained thereon, will be considered proprietary information under this Agreement, NOW THEREFORE, in consideration of disclosure to the City of Fort Worth by SAP of such proprietary information: (A) The City of Fort Worth I ek novv ledges and agrees that, to the extent allowed by law. SAP's proprietary information will be held in strict confidence by the City of Fort Worth, its officers, and its employees, that such items will not be copied, reverse engineered, or reproduced either in whole or in part by any method whatsoever or released in whole or in part to any third parties, that the City of Fort Worth will exert its best efforts to prevent the disclosure to others of such items provided to it by SAP, or another party who has disclosed such to SAP in confidence, and that the City of Fort Worth will exert at least the same degree of care in protecting SAP's proprietary information from disclosure as it uses to protect its own like information, and in no case will exert less than a reasonable degree of care. (13) SAP agrees that no restriction is made upon the City of Fort Worth when any SAP proprietary information shall (i) have been in the City of Fort Worth's lawful possession prior to disclosure by SAP; (ii) have become part of the public domain through no fault of the City of Fort Worth (iii) have been developed subsequent to, and independent of disclosure by SAP; (iv) have been released in writing by SAP so that the City of Fort Worth may make public disclosure; (v) is otherwise deemed by SAP to no longer be confidential, or(vi) is required by law to he disclosed by the City of Fort Worth. (C) The City of Fort Worth will exert its best efforts to prevent its employees and officers fi-om divulging, publishing, or using SAP proprietary information,except as provided for herein. (D) The City of Fort Worth agrees that the resulting video tape(s) will be used for pre-award evaluation purposes only. Once the video tape(s) is used for that purpose it/they will be destroyed and the City of Fort Worth will provide certification of destruction to SAP. (F.) The City of Fort Worth agrees that no portion of the video(s) or any of its/their contents shall be incorporated into any contract arising out of the evaluation process, or be used in any manner whatsoever for any post-contract award issues or purposes. 03-13-08 A 10:46 IN (F) Upon termination of this Agreement, or earlier if so requested by SAP, the City of Fort Worth will return all proprietary information received from SAP hereunder,or destroy such and so certify to SAP in writing. (G) This agreement shall be governed by the laws of the state of Texas. This Agreement shall be in effect beginning on the date first above written and shall continue in effect until otherwise agreed upon by the parties in writing. IN WITNESS HEREOF, and intending to be legally bound, the parties have executed this Agreement on the date and year first written above. SAP PUBLI 9;I�fC. The City of Fort Worth,Texas By: 13',y &442�2 Karen L. Montgome Title: Senior Director, Contracts TitleAssistant City Date: l 4! a r, Date: 3 — APPROVED AS TO IRM A ' LEGALITY: ASSIS NT CITY ATTORNEY Attested By: 141arty�Tienc ;itv Sect, �,.. NO M&C REQUIRED 2 ��, `M���Tm TEX.