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CONTRACTI�. .�.
NON-DISCLOSURE Agreement
This agreement is by and between Brian Cunningham Real Estate LLC herein
known as B.C. Real Estate, and The City of Fort Worth, Texas, its affiliates,
employees, agents, officers, clients and authorized representatives and assigns
(collectively,the "City").
Hereinafter these entities collectively and individually referred to as "parties" to the
Nondisclosure Agreement executed effective on October 25th, 2016.
NOW THEREFORE, the parties agree by the following terms and conditions set forth for
that purpose.
A. CONDITIONS OF NON-DISCLOSURE:
The parties have concluded that the following understanding should establish the
conditions under which the Proprietary Information of the parties can be disclosed,
circumvented or exchanged.
1. The Proprietary Information is information provided by one party to the other and
may include, for example, names of firms and/or individuals, feasibility studies,
regulatory documentation and reports, loan documentation, financial and banking
records,budgets, business plans, site data, architecture renderings, funding sources, board
members, data reports, methods of doing business, customer lists, price lists, studies,
findings and ideas, but is not limited to these items.
2. City intends to maintain the trade secret status, site concept of the other party's
respective Proprietary Information and agree not to use such information to compete with
BC Real Estate. All parties understand that BC Real Estate created and designed the
concept and paid for studies that will be provided. It is therefore understood that BC Real
Estate, has introduced copywritten artist renderings, feasibility studies, grocer
information, marketing plan, numbers and site layout design/concept to City for a
housing/grocery concept.
3. City shall exercise reasonable care to prevent disclosure of the party's Proprietary
Information to any third party, except as may be authorized in writing by the other party.
Internal dissemination of Proprietary Information shall be limited to those employees
whose duties justify their need to know such information and then only on the basis of a
clear understanding by these employees of their obligation to maintain the trade secret
status of such information and to restrict the use of such information solely to the use
granted to the other party under this agreement. Notwithstanding anything to the contrary
herein, BC Real Estate understands and agrees that the City is subject to the Texas Public
Information Act, Chapter 552, Texas Government Code (the "Act"). In the event that the
City receives any request under the Act for release of Proprietary Information provided
by BC Real Estate, the City will notify BC Real Estate in writing and provide BC Real
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AL RECORDECRETARY
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Estate the option for BC Real Estate, at no cost to the City, to file an objection with the
Texas Attorney General arguing that the Proprietary Information in question should not
be released under the Act. The City will not be liable to BC Real Estate or any other
party for release of any Proprietary Information in accordance with the Act.
4. The provisions and conditions of this Non-Disclosure Agreement are solely for the
benefit of the parties hereto and are not intended to create any rights, contractual or
otherwise, to any other person or entity. By execution of this Non-Disclosure
Agreement, the City does not waive any of its governmental powers or immunities.
Venue for any action under this Non-Disclosure Agreement will lie exclusively in state
courts located in Tarrant County, Texas or in the United States District Court for the
Northern District of Texas—Fort Worth Division.
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Signature Signed on behalf of the 6ity of Fort Worth
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Sig n on behalf of Brian Cunningham Real Estate LLC
APPROVED AS TO FORM AND LEGALITY:
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CITY SECRETARY
FT.WORTH,TX