HomeMy WebLinkAboutContract 48218 C1TY sECRETi RY
CONFIDENTIALITY AGREEMENT CONTRACT NO.
THIS CONFIDENTIAL AGREEMENT ("Agreement")is made effective as of the 7th day of October 2016 by and between DFW Plastics,Inc.a
Texas corpor4ion and City of Fort Worth,a Texas home-rule municipal corporation,to assure the protection and preservation of the confidential and/or
proprietary nature of information to be disclosed or made available to each other.
The purpose of this Agreement(the'Purpose")is solely for a tour being given to City of Fort Worth employees on October 7,2016,("tour")and the
Confidential Information shall be disclosed is the plastic parts such as water meter boxes and lids, and the manufacturing thereof, in connection with a
potential,or ongoing,commercial transaction between the parties. In reliance upon and in consideration of the following undertakingsthe parties agree as
follows:
1. Subject to the limitations set forth in Paragraph 2, bound by the bTns of this Agreement. No Confidential Information shall
Confidential Information shall be deemed to be all information, be disclosed to any employee who does not have a need for such
documents and other material disclosed or otherwise made available to information. For the purposes ofthis Section 5, the term"employee"shall
the receiving party relating to the Purpose during the tour,which, if in include, in addition to employees, the directors, officers,consultants
tangible form, is conspicuously desg-ded or marked as "Confidential," and other agents of the receiving party_
"Proprietary"or bearing a similar designation. Confidential Information
shall also be deemed to include all oral or visual information of the 6. All Confidential Information (including all copies thereof)
disclosing party which is identified at time of disclosure as being of a shall remain the property of the disclosing party and shall be returned
confidential or proprietary nature with written confirmation within thirty to the disclosing party after completion of the tour after the receiving
(30) days thereafter. party's need for it has expired or upon request of the disclosing party,
and in any event,upon completion or termination of this Agreement.
2. The term "Confidential Information" shall not be deemed to
include information which: (a) is now, or hereafter becomes, through 7. This Agreement shall term in ate at the end of the tour.
no act or failure to act on the part of the receiving party, generally The termination of this Agreement shall not relieve either party of the
known or available; (b) is known by the receiving party without any obligations imposed by Paragraphs 3, 4, 5, 6 and 10 of this
obligation to keep such information confidential at the time of receiving Agreement with respect to Confidential Information disclosed prior to
such information as evidenced by its contemporaneous written the effective date of such termination and the provisions of those
records;(c)is hereafter furnished to the receiving party by a third party, Paragraphs shall survive the termination of this Agreement for a period
as a matter of right and without restriction on disclosure; (d) is of five (5) years from the date of such termination.
independently developed by the receiving party without any breach of
this Agreement, as evidenced by its contemporaneous written records; 8. This Agreement shall be governed by the laws of the State of
(e) "s the subject of prior written permission to disclose provided by the Texas,without regard to its conflicts of laws principles.
disclosing party,(f) is in response to a valil order of a court,the Texas
Attorney General's Office, or other government body of the United 9. This Agreement contains the final, compfrte and exclusive
States or any political subdivision thereof(provided, however,that the agreement of the parties relative to the subject matter hereof and
originating party will be notified by the responding party before any supersedes all prior and contemporaneous understandings and
disclosure and given reasonable opportunity to obtain a protective agreements relating to its subject matter and this tour only. This
order or other form of protection)or is otherwise required by law, or (g) Agreement may not be changed, modified, amended or supplemented
is necessary to establish rights or enforce obligations under this except by a written instrument signed by both parties.
Agreement.
10. Each party hereby acknowledges and agrees that in the
3. The receiving party agrees to hold the Confidential event of any breach of this Agreement by the other party, including,
Information in trust and in strict confidence, not to disclose it to any without limitation, the actual or threatened disclosure or unauthorized
person who is not an employee of the receiving party(each, a "Third use of a disclosing party's Confidential Information without the prior
Party"and collectively"Third Parties"),or to use it in any way (except express written consent of the disclosing party,the disclosing party will
as is necessary to accomplish the Purpose of this Agreement) , suffer an irreparable injury, such that no remedy at law will afford it
commercially or otherwise,and not to allow any Third Party access to adequate protection against, or appropriate compensation for, such
it, either before or after expiration or termination of this Agreement, injury.Accordingy, each party hereby agrees that the other party may
without the disclosing party's prior written consent for a period of be entitled to specific performance of the receiving party's obligations
(5) years following the date of disclosure of such Confidential under this Agreement as well as such further relef as may be granted by
Information.The receiving party may disclose Confidential Information a court of competent jurisdiction.
to Third Parties where such Third Parties()are its consultants or other
contractors working for the receiving party, (ii) have been approved in 11. The parties' rights and obligations under this Agreement will
advance by the disclosing party, (ii) have been advised of the bind and insure to the benefit of their respective successors, heirs,
confidential nature of the Confidential Information, and (iv) are under executors and administrators. This Agreement may not be assigned by
an express written obligation to maintain such confidentiality; and either party without the prior written consent of the non-assigning party.
PROVIDED, FURTHER,that any disclosure of Confidential Information
shall be on a need-to-know basis only. Confidential Information shall 12. F any provision of this Agreement is found by proper
not be used for any purpose or in any manner that would constitute a authority to be unenforceable,that provision shall be severed and the
violation of any laws or regulations, including without Imitation the remainder of this Agreement will continue in full force and effect.
export control laws of the United States. No rights or licenses to
trademarks, inventions, copyrights or patents are implied or granted 13. Any notices required or permitted hereunder shall be deemed
under this Agreement. given upon personal delivery, or if sent by certified or registered mail,
postage prepaid,three(3)days after the date of mailing.
4. DFW Plastics, Inc. will not provide the City of Fort Worth
any written material during the tour. The receiving partywill not copy This Agreement shall be effective as of the date first written above.
any Confidential Information of the disclosing party, except as
authorized inwriting by the disclosing party,and shall protect any such
authorized copies in accordance with this Agreement.
5. Each party under this Agreement shall advise its employees [!OFFICIAL RECi®R®
who might have access to Confidential Information of the other party of TY$ECRET'�RY
the confidential nature thereof and agrees that its employees shall be
[SIGNATURE PAGE FOLLOWS]
DFW *'Zo
CITY OF FORT WORTH
APPROV ECMMENDED:
7Title: '} By:
Ed ar, Ga c•
Date: Field Operations Superintendent
Date: ;� � Z
APPROV A O FORM D L ALITY:
By:
Jes ca Sang ng
Assistant City Attorney II
Form 1295 Certification No. N/A
ATTES ° °
$ o;U
Y:
B °
Mary Kayse
City Secretary9°p°a:000p "*
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT WORTH,TX