Loading...
HomeMy WebLinkAboutContract 40972SEcnrrARy, NO. 0 NON1OCfl IO SU PTh AGRIH1!; [NT THIS ACRH1=MENT is entered into between CITY OF FORT WORTH ("City") a home rule municipal corporation organized under the laws of the State of Texas, located in Tarrant, Denton and Wise counties Texas, acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and CIBHR, Inc., a professional services firm and acting by and through Keith Pace, Vice President, Oracle Practice, its duly authorized representative. The Parties hereby agree as follows: For purposes of this Agreement, the term Company hereby includes all officers, directors, employees, subcontractors, parent or subsidiary companies of the Company. The term City hereby includes all officers, directors, employees, agents, and representatives. 1. Company and City intend to disclose to each other information, which may include confidential information, for the purpose of providing support on City products. The term "Confidential Information" will mean any information or data which is disclosed by a party to the other party under or in contemplation of the stated purpose and which (a) if in tangible form or other media that can be converted to readable form, is clearly marked as proprietary, confidential or private when disclosed; (b) if oral or visual, is identified as proprietary, confidential or private at the time of disclosure; (c) identifiable as personal health information; or (d) information that is confidential pursuant to a law, rule, regulation or court order. Confidential Information may be either the property of the disclosing party or information provided by a corporate affiliate of the disclosing party or a third party. Disclosures under this Agreement may be made from tho date of this Agreement until its termination, unless extended in a writing signed by both parties. Disclosures and receipt of Confidential Information will be by authorized representative of both parties. The parties may designate others, in writing, to receive and disclose Confidential Information. 2. For all Confidential Information, the recipient will: (a) Use the Confidential Information only for the stated purpose; (b) Restrict disclosure of the Confidential Information solely to those employees, consultants or agents of such party with a "need to know" and not disclose it to third parties without the prior written consent of the disclosing party; (c) Advise those employees, consultants or agents who gain access to Confidential Information of their obligations regarding the Confidential Information; (d) Make only the number of copies of the Confidential Information necessary to disseminate the information to those employees who are entitled to have access to it, and ensure that all confidentiality notices set forth on the Confidential Information are reproduced in full on such copies; ands ---- • OFFICIAL RECORD CITY SECRETARY r: h WORTH, TX Safeguard the Confidential Information with the same degree of care to avoid unauthorized disclosure as recipient uses to protect its own confidential and private information; Notify disclosing party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by recipient its employees, consultants or agents and will cooperate with disclosing party in every reasonable way to help disclosing party regain possession of the Confidential Information and prevent its further unauthorized disclosure or use. For purposes of this Agreement, a "need to know" means that the employee, Company, agent, or other designated person requires the Confidential Information in order to perform his or her responsibilities in connection with the stated purpose. 3. The obligations of Paragraph 2 will not apply to any Confidential Information which: (a) Is or becomes available to the public through no breach of this Agreement; (b) Was previously known by the recipient without any obligation to hold it in confidence; (c) Is received from a third party free to disclose such information without restriction; (d) Is independently developed by the recipient without the use of Confidential Information of the disclosing party; (e) Is approved for release by written authorization of the disclosing party, but only to the extent of and subject to such conditions as may be imposed in such written authorization; or (f) Is required to be disclosed pursuant to Chapter 552 of the Texas Local Government Code or pursuant to Section 12 herein. 4. If the disclosing party inadvertently fails to mark as proprietary, confidential or private information for which it desires confidential treatment, it will so inform the receiving party. The receiving party thereupon will return the unmarked information to the disclosing party and the disclosing party will substitute properly marked information. In addition if the disclosing party, at the time of disclosure, inadvertently fails to identify as proprietary, confidential or private oral or visual information For which it desires confidential treatment, it will so inform the receiving party. The receiving party's obligations under Paragraph 2 in connection with information encompassed by this paragraph will commence upon notice from the disclosing party of the failure to properly mark or identify the Confidential Information. 5. Each party acknowledges its obligation to control access to and/or exportation of technical data under the applicable export laws and regulations of the United States, and each party agrees to adhere to and comply with the laws and regulations governing any technical data received under this Agreement. 6. Confidential Information, including permitted copies, will be deemed the property of the disclosing party. The receiving party, will, within ten (10) days of a written request by the disclosing party, return all Confidential Information including all copies, to the disclosing party or, if so directed by the disclosing party, destroy all such Confidential Information. The receiving party will also, within ten (10) days of a written request by the disclosing party, certify in writing that it has satisfied its obligations under this Paragraph 6. 7. Both parties agree that an impending or existing violation of any provision of this Agreement would cause the disclosing party irreparable injury for which it would have no adequate remedy at law and that the disclosing party will be entitled to seek immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given for the Confidential Information disclosed under this Agreement. The term of this Agreement shall commence on the Effective Date and shall continue until expiration or termination of the Professional Services Agreement to which this Non -Disclosure Agreement is attached. This Agreement may not be assigned by either party without the prior written consent of the other party. Any assignment in violation of this Paragraph will be void. This Agreement will be binding upon the parties and their respective successors and assigns. 10. The provisions of this Agreement shall not prohibit a disclosure required by law or any court of competent jurisdiction or any investigation or ruling of a governmental or regulatory body which is lawfully entitled to require any such disclosure; provided that prior to such disclosure the receiving party shall promptly notify the disclosing party of such requirement so that the disclosing party may contest such disclosure and otherwise protect its interests in the timing and content of such disclosure. The receiving party will exercise reasonable efforts to help disclosing party obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information. If a protective order or other remedy is not obtained, the receiving party will furnish only that portion of the Confidential Information that the receiving party is legally required to disclose. 11. If any provision of this Agreement will be held invalid or unenforceable, such provision will be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of this Agreement will continue in full force and effect. 12. If either party employs attorneys to enforce any rights arising out of this Agreement, each party shall be responsible for the payment of its owns expenses and fees for such related services. 13. Each party warrants that it has the authority to enter into this Agreement and to lawfully make the disclosures contemplated hereunder. 14. This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior communications, agreements and understandings. The provisions of this Agreement may not be modified, amended or waived, except by a written instrument duly executed by authorized representatives of both parties. 15. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by facsimile or any other reliable means shall be effective for all purposes as delivery of a manually executed original counterpart Either party may maintain a copy of this Agreement in electronic form. The parties further agree that a copy produced from the delivered counterpart or electronic form by any reliable means (for example, photocopy facsimile or printed image) shall in all respects be considered an original. 16. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 17. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities listed in the caption or recitals above. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples th is c0Oh day off CitAta.‘„) , 2010. CITY OF FORT WORTH: Date: ATTEST: By: Karen L. Montgomery Assistant City Manager /07/ ?//° Marty He rix City Secretary O M 'REQUIRE 1/4 . _V-:c -.11 a-._-,__ f.+ --f :i. �^ar— 1*rzr-mac APPROVED AS TO FORM A Maleshia B. Farmer Assistant City Attorney 13/4 0 f oft COMPANY: By: . - Keith Pace Vice President, Oracle Practice Date: _T i ESi: By: ISo 7'Lo i o Mir 5A cC4,--N?t,L r?09te Zop4r0.4 0 ors on 0 0 r'icy • 41 /6 k'vY . ,_. (0 i OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX