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Home My WebLink AboutContract 42113 T f AN w CITY SECRETARY CITY OF FORT WORTH CONTRACT NO. k NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement ("Agreement") is entered into between the City of Fort Worth ("City") located at 1000 Throckmorton Street, Fort Worth, Texas, 76102, and the entity and/or entities listed as "Recipient" in the Attachment "A," which is attached hereto and made a part of this Agreement for all purposes. For purposes of providing information pursuant to City of Fort Worth Request for Information No. 11-0261, Consolidated Physical Security Information Management System, (the "RFI"), the City may be disclosing sensitive and confidential information of a technical or commercial nature for certain business or other purposes ("Confidential Information" or "City- provided Information"). The City would not make such disclosures without Recipient's agreement to maintain confidential treatment of such information. It is understood that confidential, technical, sensitive or personal information provided by the City may be the property of City partners, City employees or officials, as well as of City of Fort Worth, 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. The Confidential Information is being disclosed for the following purposes: To provide sensitive technical information requested in order to prepare an appropriate response to City of Fort Worth Request for Information No. 11-0261. 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. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX E CFW_Non-Disclosure Agreement RFI No 11-0261 -" Page 1 of 4 03-1 'I PO4 :44 1 N 4. This Agreement shall be binding on the parties and their successors and assigns, and shall be governed by the laws of the state of Texas. This Agreement shall be effective for as long as the RFI remains effective ("Initial Term") 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. 6. Recipient agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Recipient shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 7. The Recipient shall not distribute any information in any form that was in all or partly derived from any City-provided information. 8. 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. 9. Recipient agrees that the City shall, during the Initial Term, and until the expiration of three (3) years after termination or expiration of this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Recipient, and any sub-recipient, involving transactions relating to this Agreement. Recipient agrees that the City shall have access during normal working hours to all necessary Recipient, and any sub-recipient facilities and shall be provided adequate and appropriate work space in order to conduct audits to ensure compliance with the provisions of this section. The City shall give Recipient, or any sub-recipient, reasonable advance written notice of intended audits CFW_Non-Disclosure Agreement RFI No 11-0261 Page 2 of 4 10. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Recipient. 11. Recipient may not assign or in any way otherwise transfer any of its interest in this Agreement without the express written consent of the City. The signature below by an authorized representative of each party shall indicate acceptance and agreement to the terms set forth herein. CITY FORT W RTH: -- NO M�cC �f;IE�UIREi) Karen L. Montgomery Assistant City Mana er `1 // Date: APPROVED TO FO M AND LEGALITY: Maleshia k. Farmer, Asst. City Attorney Attested by: VN-\ Marty Hendrix,Oity Secretary For &ApO a,1► 00 opo � d 0�0. �' Ad`� 0 °°° o ti�" �444 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CFW_Non-Disclosure Agreement RFI No. 11-0261 Page 3 of 4 ATTACHMENT "A" TO NON-DISCLOSURE AGREEMENT City of Fort Worth Request for Information No. 11-0261, Consolidated Physical Security Information Management System, RECIPIENT LIST The signature below by an authorized representative of the listed party shall indicate acceptance and agreement to the terms set forth herein in this Non-Disclosure Agreement. VENDOR NAME: ?ectl n&otivt , [Vic . Address: Su;4Fe 1100 SAao J? Name: Title: Date: ATTEST: —�Z� Name: 7TbcF_C, E- c er- Title: �;reC� k_Vb �vje.�eLV-lC( Sec.LAri1t� OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CFW_Non-Disclosure Agreement RFI No 11-0261 Page 4 of 4