HomeMy WebLinkAboutContract 54082 DocuSign Envelope ID:61DEF323-4AEE-4F5C-BC15-BA06DD755168 ¢
City Secretary Contract No.
R`CEIVED_020FORT 'FORTH )
CITY OF FORT WORTH ''
CITY SECRETARY
NON-DIScCILOSURE 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 Greenhouse Software,Inc., a Delaware corporation ("Discloser").
In connection with the consideration, evaluation and/or implementation of a potentially
beneficial business relationship (the "Transaction") between the parties to. this Agreement,
Discloser wishes to disclose to City 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 Discloser's
customers or clients, including the identity of such customers and clients. City agrees that title to
and ownership of the Confidential Information shall remain with Discloser or the third party
which owns it, and City 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. City shall (a)protect the Confidential Information
with the same degree of care City 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 Discloser) 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 overnrint or deface
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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 Discloser 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 City's records retention.policy); provided, however, that City 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.
Notwithstanding anything to the contrary herein, Company understands and agrees that the
City of Fort Worth is subject to the Texas Public Information Act, Chapter 552, Texas Local
Government Code (the "Act"). In the event that the City of Fort Worth receives a request
under the Act to release any or all Information disclosed to it by Company, the City of Fort
Worth will notify Company as soon as practicable, in which case Company will have the right
to assert to the Texas Attorney General that such Information is confidential and that the City
should not be ordered to release such Information under the Act. In the event that the City is
required to release any Confidential Information pursuant to the Act in the reasonable
opinion of the City's legal counsel, the City may release such Confidential Information
without liability to Discloser.
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 City from a
source other than Discloser without breach of this Agreement or any other valid confidentiality
obligations; (d) is independently developed by City 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 Discloser 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, City shall comply with the provisions of Section 2
hereof concerning the disposition of Confidential Information. City'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, City shall not use the name of Discloser 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 Discloser. Notwithstanding the foregoing, Discloser
understands and agrees that under the Act, this Agreement is a public document and that a copy
of this Agreement (but not copies of Confidential Information provided hereunder) will be
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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 parry shall
bear all of its own costs and expenses
7. Representations and Warranties. Discloser represents and warrants that it has the
unqualified right to transmit and otherwise disclose the Confidential Information under this
Agreement. City acknowledges that discloser 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. Discloser shall have no liability to City
resulting 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. City agrees that a breach or violation of this Agreement
may cause Discloser irreparable harm. In the event of any breach or violation hereof by City, as
the exclusive remedy hereunder, Discloser shall be entitled to seek temporary and permanent
injunctive relief and other equitable relief without the necessity of posting a bond or snaking any
undertaking in connection therewith. In no event shall the City be subject to or liable for any
direct, indirect or consequential monetary damages hereunder.
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.
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City Secretary Contract No.
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 Discloser 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 City without the prior written consent of Discloser. 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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DocuSign Envelope ID:61DEF323-4AEE-4F5C-BC15-BA06DD755168
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
of this contract,including ensuring all performance
By: and reporting requirements.
Name: Jesus J.Chapa
Title: Deputy City Manager
Date: (O J a� f By:
Name: Neena Kovutu
Approval Recommende Title: Assistant Director of Human Resources
r Approved as to Form and Legality:
By:
Name: iekerson
Title: Director of Human esources By:
Names as R.Ha
Attest: Title: A sistant City orney
Contract Authorization:
By: M&C: N/A
Name: ary Kay er 1295: N/A
Title: City Secr
�✓ �0 R 7..
DISCLOSER:
Greenhouse Software,Inc. /� w
D—Signed by:
Name:
Title: Head of Legal
Date: 6/18/2020
I ! rr E
1.
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