HomeMy WebLinkAboutContract 58478 City Secretary Contract No. 58478
NON-DISLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is made and entered by and between the
City of Fort Worth, a home rule municipality organized under the laws of the State of Texas (the
"City"), and Sprocket Networks, Inc., a Texas Corporation("Vendor").
In connection with the consideration, evaluation and/or implementation of a
Telecommunications Services Agreement (the "Transaction") between the parties to this
Agreement, City wishes to disclose to Vendor information relating to the Transaction which may
consist of confidential and proprietary information.
1. Definition of Confidential Information. "Confidential Information" shall mean
any of the following information notwithstanding its form (tangible, visual, oral, electronic, etc.):
(a) documents, files, studies, reports, test results, brochures, offering materials, computer output
and other materials and information relating to the Transaction and all analyses, compilations,
forecasts, projections and other documents prepared based upon such materials and information
and all proposals made in connections with the Transaction; (b)trade secrets; (c) discoveries,
ideas, concepts, techniques and know-how; (d)performance or process data; (e) costing and
financial information; (f) strategic, marketing and business plans; (g) any information identified
or designated as "confidential," "private," or "proprietary" (or similar terms); (h) any
information which by its nature can be reasonably construed as requiring confidential treatment;
(i) contracts and contractual relationships; and 0) any of the foregoing relating to City's
customers or clients, including the identity of such customers and clients. Vendor agrees that title
to and ownership of the Confidential Information shall remain with City or the third party which
owns it, and Vendor does not acquire any rights in the Confidential Information disclosed to it
under this Agreement, except the limited right to use the Confidential Information as set forth in this
Agreement.
2. Confidentiality Obligations. Vendor shall (a)protect the Confidential Information
with the same degree of care Vendor employs for the protection of its own confidential and
proprietary information of a similar nature, but not less than commercially reasonable care;
(b) limit its use of Confidential Information for the purpose of the Transaction, and not otherwise
use it for its own benefit or the benefit of others, and shall not reverse engineer any Confidential
Information; (c) limit access to Confidential Information to only those of its employees,
consultants, agents or representatives (and not to competitors of City) who (i)have a need to
know such information to accomplish the purpose of the Transaction, and (ii)have been advised
by instruction, agreement or otherwise of the confidential nature of, and the duties toward, the
Confidential Information; (d)not duplicate or reproduce Confidential Information other than for
purposes of the Transaction unless authorized to do so in writing (all such reproductions shall be
considered Confidential Information); (e)not remove, overprint or deface any notice of
copyright, trademark, logo or other proprietary notices or notices of confidentiality from any
originals or copies of the Confidential Information; and (f)upon termination or expiration of this
Agreement return all Confidential Information to City promptly upon written request or, at
Discloser's option, provide written certification of the destruction thereof (with the
understanding that any destruction of documents will be subject to applicable laws and
regulations governing the Vendor's records retention policy); provided, however, that Vendor
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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City Secretary Contract No.
may retain one (1) archival copy of the Confidential Information, subject to the provisions of this
Agreement, for the sole purpose of monitoring compliance with this Agreement.
3. Exceptions to Confidentiality Obligations. The obligations under this Agreement
shall not apply to any information that: (a) is in the public domain at the time of disclosure or
subsequently enters the public domain without breach of this Agreement; (b) is already known to
City at the time of disclosure, as shown by its written records; (c)becomes known to Vendor
from a source other than City without breach of this Agreement or any other valid confidentiality
obligations; (d) is independently developed by Vendor without use of the Confidential
Information, as shown by its written records; or (e) is required to be disclosed to comply with
applicable laws or regulations, or with a court or administrative order, provided that City
receives sufficient prior written notice of such intended disclosure such that it may seek
reasonable legal remedies to obtain confidential treatment for such Confidential Information.
4. Term. This Agreement shall apply only to Confidential Information disclosed
during the term of this Agreement, which term shall be one (1) year following the Effective Date
unless otherwise extended by the mutual, written agreement of the parties. Either party, however,
may terminate this Agreement upon ten (10) days' prior written notice. Upon any such
termination or expiration of this Agreement, Vendor shall comply with the provisions of
Section 1 hereof concerning the disposition of Confidential Information. Vendor's obligations
under this Agreement shall survive any termination or expiration of this Agreement for a period
of three (3)years from the date of any such termination or expiration.
5. Publicity. Except as required by law, Vendor shall not use the name of City or
reveal the existence or substance of ongoing discussions, negotiations or evaluations related to
the subject matter of this Agreement or any subsequently executed agreement to any third party
without the prior written consent of City. Notwithstanding the foregoing, both parties understand
and agree that under the Texas Public Information Act, this Agreement is a public document and
that a copy of this Agreement (but not copies of Confidential Information provided hereunder)
will be available online to members of the public who undertake a search for it utilizing the
search tools for public information on the City's website.
6. Limited Purpose. This Agreement is limited in purpose to the protection of the
Confidential Information and shall not be construed otherwise as a teaming agreement, joint
venture or any other contractual relationship. No license under any intellectual property of any
kind is granted or implied by disclosure of Confidential Information hereunder. However, neither
parry shall be precluded hereby from performing its own independent work. Nothing in the
Agreement obligates either party to enter into any transaction whatsoever; and each party shall
bear all of its own costs and expenses
7. Representations and Warranties. City represents and warrants that it has the
unqualified right to transmit and otherwise disclose the Confidential Information under this
Agreement. Vendor acknowledges that City has not made any representation or warranty as to
the accuracy or completeness of the confidential information, and that the confidential
information is being provided on an "as is"basis. City shall have no liability to Vendor resulting
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City Secretary Contract No.
from the use of the Confidential Information except to the extent subsequently set forth in any
agreement that may hereafter be executed between the parties resulting from the Transaction
8. Governing Law and Venue. This Agreement and its terms shall be governed by and
construed in accordance with the laws of the State of Texas, without giving effect to principles of
choice of law. Both parties agree to submit to the jurisdiction of the State of Texas to resolve any
disputes regarding the interpretation, enforcement or subject matter of this Agreement. Venue for
any action hereunder shall lie in state courts located in Tarrant County, Texas.
9. Remedies for Breach. Vendor agrees that a breach or violation of this Agreement
may cause City irreparable harm. In the event of any breach or violation hereof by Vendor, as the
exclusive remedy hereunder, City shall be entitled to seek temporary and permanent injunctive
relief and other equitable relief without the necessity of posting a bond or making any
undertaking in connection therewith.
10. Severability; Notices. In the event that any provision of this Agreement shall be
held invalid or unenforceable for any reason, that provision shall be ineffective to the extent of
such invalidity or unenforceability, and such invalidity or unenforceability shall not affect any
other provision of this Agreement. If necessary, the parties shall negotiate in good faith to
modify the Agreement to preserve (to the extent possible) their original intent. All notices that
either party is required or may desire to give the other party under this Agreement shall be given
by addressing the communication to the address set forth above, and may be given by certified,
registered or express mail, postage prepaid, or shall be sent by facsimile or email transmission or
overnight carrier (provided evidence of receipt can be verified). Such notices shall be deemed
given on the date of receipt (or refusal) of delivery of said notice. Either party may designate a
different address for receipt of notices upon written notice to the other party.
11. Entire Understanding; Amendment. This Agreement contains the entire
understanding between the parties, superseding all prior or contemporaneous communications,
agreements and understandings between the parties with respect to the exchange and protection
of Confidential Information.No modification, extension or waiver of any provision hereof or any
release of any rights hereunder shall be valid unless expressed in a writing signed by an
authorized representative of each party. The provisions and conditions of this Agreement are
solely for the benefit of the City and Vendor and are not intended to create any rights, contractual
or otherwise, for the benefit of any other person or entity. This Agreement may not be assigned
by Vendor without the prior written consent of City. Failure to enforce any term of this
Agreement will not waive any rights hereunder. The parties may execute this Agreement in two
or more counterparts (which may be delivered by facsimile), each of which will be deemed an
original and all of which together shall constitute a single agreement.
12. Governmental Powers. By execution of this Agreement, the City does not waive
or surrender any of its governmental powers or immunities.
(signature page follows)
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City Secretary Contract No. _
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
VQ y121VW 1`at0# of this contract, including ensuring all performance
By: Valerie Washington(Nov 17,2 214:19 CST) and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: NovI V 1 17 2022 By: s.r er(Novo,2 :as csr)
Name: Sallie Trotter
Approval Recommended: Title: Assistant Director,IT Solutions
Approved as to Form and Legality:
By. a� �
Name: Kevin Gunn �� —
Title: Director,IT Solutions By:
a44 of F Name: Taylor Paris
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Attest: d'�o o9od Title: Assistant City Attorney
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Contract Authorization:
Yann&t'fe S. Goodall pQanan>� As4p
By: Jannette S.Goodall(Nov 18,2022 07:56 CST) M&C: N/A
Name: Janette Goodall 1295: N/A
Title: City Secretary
VENDOR:
Sprocket Netw Inc. a T as Corporation
OFFICIAL RECORD
By: CITY SECRETARY
Name: Will Gibson FT.WORTH,TX
Title: President&CEO
Date: 11/09/2022
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