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HomeMy WebLinkAboutContract 36983 'I r Y SECRETARY NON-DISCLOSURE AGREEMENT CONTRACT NO. ajv This Agreement made this�Tday of March 2008, between CIBER, Inc., 5251 DTC Parkway, Suite 1400 -Attn: Legal Dept., Englewood, CO, 80112 (hereinafter referred to as "CIBER")partnering with Lawson Software(hereinafter referred to as "Lawson")and the City of Fort Worth,having its principal places of business at 1000 Throckmorton Street, Fort Worth, Texas 76102 (hereinafter referred to as "the City of Fort Worth"). WHEREAS, CIBER is providing implementation services for Lawson who is in the business of providing proprietary Software, Documentation, and related services to its customers, and WHEREAS, CIBER will disclose to the City of Fort Worth proprietary information pertaining to Lawson's Software, Documentation, and/or related services (hereinafter referred to as "proprietary information") through a demonstration to take place on or about March 24 through 26, 2008, for the sole purpose of evaluating Lawson's proprietary information for the applicability and benefit of the City of Fort Worth, WHEREAS, the City of Fort Worth will be videotaping the demonstration, and such resulting videotape, and the information contained thereon, will be considered proprietary information under this Agreement, NOW THEREFORE, in consideration of disclosure to the City of Fort Worth by CIBER and Lawson of such proprietary information: (A) The City of Fort Worth acknowledges and agrees that, to the extent allowed by law, Lawson's proprietary information will be held in strict confidence by the City of Fort Worth, its officers, and its employees, that such items will not be copied, reverse engineered, or reproduced either in whole or in part by any method whatsoever or released in whole or in part to any third parties, that the City of Fort Worth will exert its best efforts to prevent the disclosure to others of such items provided to it by Ciber or Lawson, or another party who has disclosed such to Lawson in confidence, and that the City of Fort Worth will exert at least the same degree of care in protecting Lawson's proprietary information from disclosure as it uses to protect its own like information, and in no case will exert less than a reasonable degree of care. (B) Ciber and Lawson agree that no restriction is made upon the City of Fort Worth when any CIBER or Lawson proprietary information shall (i) have been in the City of Fort Worth's lawful possession prior to disclosure by Ciber or Lawson; (ii) have become part of the public domain through no fault of the City of Fort Worth (ill) have been developed subsequent to, and independent of disclosure by Ciber or Lawson; (iv)have been released in writing by Ciber or Lawson so that the City of Fort Worth may make public disclosure; (v) is otherwise deemed by Ciber or Lawson to no longer be confidential; or(vi)is required by law to be disclosed by the City of Fort Worth. (C) The City of Fort Worth will exert its best efforts to prevent its employees and officers from divulging, publishing, or using Lawson proprietary information, except as provided for herein. (D) The City of Fort Worth agrees that the resulting video tape(s) will be used for pre-award evaluation purposes only. Once the video tape(s) is used for that purpose it/they will be destroyed and the City of Fort Worth will provide certification of destruction to CIBER and Lawson. (E) The City of Fort Worth agrees that no portion of the video(s) or any of its/their contents shall be incorporated into any contract arising out of the evaluation process, or be used in any manner whatsoever for any post-contract award issues or purposes. (F) Upon termination of this Agreement, or earlier if so requested by Ciber or Lawson, the City of Fort Worth will return all proprietary information received from Ciber or Lawson hereunder, or destroy such and so certify to Ciber in writing. (F) This agreement shall be governed by the laws of the state of Texas. (G)In the event that the City of Fort Worth receives a request for disclosure of any proprietary information under applicable law,the City of Fort Worth will promptly notify CIBER and Lawson prior to disclosing any information so that CIBER and Lawson may take the necessary steps permissibly by such applicable law to prevent the disclosure of proprietary information. This Agreement shall be in effect beginning on the date first above written and shall continue in effect until otherwise agreed upon by the parties in writing. IN WITNESS HEREOF, and intending to be legally bound, the parties have executed this Agreement on the date and year first written above. BE , nc. The City of Fort.'worth,Texas By: q By: " Title: Title: Karen L. Montgomery Assistant City Manager/CFO Date: Date: �t=T<-'—as APPROVED AS TO 1 C,R M 11-11 INIP LEGALITY- ASSISTANT CITY ATTORNEY Attested By, city Seere4w- COS v9a1� j u���o�� rN M&C REQUIRED