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Home My WebLink AboutContract 46664 (2)rn Fri ril i 7 L CITY T err 'S 7lira t!PR7 rifiistip (p SINGLE PARTY NON -DISCLOSURE AGREEMENTtkichnitettr _ This Non -Disclosure Agreement ("Agreement") is made as of April 29, 2015 (the "Effective Date") by and between the City of Fort Worth, a home rule municipality organized under the laws of the State of Texas ("Recipient"), and Winner, LLC, a Delaware limited liability company ("Discloser"). 1. Definition. "Confidential Information" means information disclosed to Recipient at any time relating to Discloser's business, including, without limitation, product designs, product plans, software and technology, financial information, marketing plans, business opportunities, proposed terms, pricing information, discounts, inventions and know-how. Confidential Information also includes (a) the existence of this Agreement, (b) the fact or nature of the discussions between the parties, (c) the existence of the project and (d) the entity/company behind the project. 2. Use of Confidential Information. Recipient may use Confidential Information only to evaluate (a) whether to enter into a business relationship with Discloser and (b) Discloser's proposed project. 3. Disclosure of Confidential Information. Recipient will: (a) hold Confidential Information in strict confidence and take reasonable precautions to protect Confidential information (such precautions to include, at a minimum, all precautions Recipient employs with respect to its own confidential materials); (b) not divulge any Confidential information to any third party (other than to its employees or contractors as set forth below); and (c) not copy or reverse engineer any materials disclosed under this Agreement or remove any proprietary markings from any Confidential Information. Any employee or contractor given access to any Confidential Information must have a • legitimate "need to know" such Confidential Information for use specified in Section 2 and Recipient will remain responsible for each such person's compliance with the terms of this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, Discloser understands and agrees that Recipient is subject to the Texas Public Information Act, Chapter 551, Texas Government Code (the "Act"). in the event that Recipient receives a request to release any Confidential Information in accordance with the Act, Recipient will promptly notify and provide a copy of the request to Discloser. If Discloser wishes to withhold disclosure of any of the Confidential Information requested, Discloser will notify Recipient and writing, in which case Recipient and Discloser agree to work diligently and in good faith to request an opinion from the Texas Attorney General as to whether Recipient must release the Confidential Information requested under the Act. In the event that the Texas Attorney General directs Recipient to release some or all of the Confidential Information requested and Discloser wishes to pursue litigation contesting the ruling of the Texas Attorney General, Recipient, at no cost to Recipient, will cooperate with Discloser in such effort. 4. Term; Confidentiality Period. This Agreement shall continue in effect until terminated by Discloser upon written notice to Recipient. Irrespective of any termination of this Agreement, Recipient's obligations with respect to Confidential Information under this Agreement expire 5 years from the date of receipt of such Confidential Information (except with respect to any trade secrets where such obligations will be perpetual). 5. Exclusions. This Agreement imposes no obligations with respect to information which: (a) was in Recipient's possession before receipt from Discloser, (b) is or becomes a matter of public knowledge through no fault of Recipient, (c) was rightfully disclosed to Recipient by a third party without restriction on disclosure, (d) is developed by Recipient without use of Confidential Information as can be shown by documentary evidence, or (e) Discloser must release in accordance with applicable law. Recipient may make disclosures required by court order provided Recipient (i) provides Discloser with notice of such disclosure as promptly as possible, (ii) uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order and (iii) has allowed Discloser to participate in the EXECUTED as of the later date below: Discloser: Signature: Name: Title: Address: Date: WINNER, LLC siren .Wcti•chk v Preinato4 and Cho Wept 2ut5 9'Y-iI-LsL ir� Ronald P. Gonzales, Ass proceeding. Notwithstanding any other term of this Agreement, Recipient is prohibited from confirming or commenting on any information, public or otherwise, concerning Discloser or its business, regardless of its accuracy, without prior express written permission from Discloser. 6. Return or Destruction of Confidential Information. Upon termination of this Agreement or written request by Discloser, Recipient will: (a) cease using Confidential Information, (b) return or destroy Confidential Information and all copies, notes or extracts thereof to Discloser within 7 business days of receipt of request, and (c) upon request of Discloser, confirm in writing that Recipient has complied with these obligations. 7. Proprietary Rights. Recipient does not acquire any in k Iectual property rights or any other rights under this Agreement except tt limited right to use Confidential Information set forth in Section 2. 8. Disclaimer. CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" AND WITH ALL FAULTS. 9. [INTENTIONALLY LEFT BLANK] 10. Export. Recipient agrees not to remove or export any Confidential Information or any direct product thereof except in compliance with all applicable export laws and regulations. 11. Injunctive Relief. Recipient acknowledges that its breach of this Agreement may cause irreparable harm for which monetary damages are an insufficient remedy and therefore that upon any breach of this Agreement Discloser will be entitled to appropriate equitable relief without the posting of a bond in addition to whatever remedies it might have at law. 12. Recipient Disclosures. Recipient acknowledges that Discloser's employees and contractors are not authorized to receive any confidential or proprietary information from Recipient unless otherwise mutually agreed in a separate writing executed by an authorized representative of Discloser. Subject to such a separate writing, Recipient agrees that, with respect to any information Recipient discloses or provides to Discloser: (i) such information is non-proprietary and free from any restrictions on use or disclosure and (ii) no obligation of any kind is assumed by Discloser. 13. General. Neither Recipient nor Discloser has an obligation under this Agreement to purchase or offer for sale any item or proceed with any proposed transaction. If any of the provisions of this Agreement are held illegal or unenforceable by a court of competent jurisdiction, such provisions will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Recipient may assign this Agreement to its affiliates without Discloser's prior written consent. This Agreement will be governed by the laws of the State of Texas. Venue for any action under this Agreement will lie in state courts located in Tarrant County, Texas, or in the United States District Court for the Northern District of Texas, Fort Worth Division. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement will be entitled to its costs and attorneys' fees. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of each party and no failure or delayini-enforcing any right will be deemed a waiver. APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY Recipient: Signature: Name: Title:4)- %ress: .''�i i ' '�,' CITY OF F = • T WORTH: --t 0 ;o iten 02, OFFICIAL RECORD CITY SECRETARY lilt WORTH, TX