HomeMy WebLinkAboutContract 44006 (2)City of Fort Worth Mutual Non -Disclosure Agreement
CITY SECRETARY y CONTRACT N0. 1L7
MUTUAL NON -DISCLOSURE AGREEMENT
THIS MUTUAL NON -DISCLOSURE AGREEMENT (the "Agreement") is made as of the
day of December, 2012 by and between CorVel Enterprise Comp, Inc. ("CorVel"), and the City of Fort
Worth (the "CUSTOMER").
This Agreement is being executed in connection with discussions and other exchanges of
information that representatives of the parties have had or will have for the purpose of evaluating the
possibility of entering into certain business transactions and for such other purposes as the parties may
agree in writing.
The parties understand that their relationship is one of mutual trust and confidence and that,
through such discussions and other exchanges of information, each party may gain access to Proprietary
Information (as defined below). Each of the parties agrees that it and each of its officers, directors,
employees and counsel will maintain the confidentiality of all such Proprietary Information as follows:
1. Proprietary Information.
a. Definitions.
(i) "Disclosing Party" means the party disclosing Proprietary Information to the other party
pursuant to this Agreement.
(ii) "Receiving Party" means the party receiving Proprietary Information from the other party
pursuant to this Agreement.
(iii) "Proprietary Information" means all information and know-how, regardless of whether in
writing, relating to the business, technical or financial affairs of the Disclosing Party, or its subsidiaries,
affiliates, customers, potential customers, suppliers or potential suppliers, which the Disclosing Party
makes available to the other Receiving Party or which has or may come into possession of the Receiving
Party. Proprietary Information may include, by way of illustration and not limitation, any invention,
product, formula, method, technique, composition, compound, project, development, plan, vendor
information, customer information, apparatus, equipment, trade secret, process, research, reports, clinical
data, financial data, technical data, computer program, software, software documentation, hardware
design, technology, marketing or business plan, corporate structure for regulatory compliance, forecast,
unpublished financial statement, budget, license, price, cost and personnel data.
b. Exclusions and Limitations. Notwithstanding the foregoing, Proprietary Information shall
not include information that (i) is or has become public knowledge other than through any act or omission
of the Receiving Party in violation of this Agreement, (ii) is or becomes available to the Receiving Party
on a non -confidential basis from a source other than representatives of the Disclosing Party, provided
such source is not, to the best of the Receiving Party's knowledge, prohibited from transmitting any of the
Information by a contractual, legal or fiduciary obligation; or (iii) is or has already been independently
acquired or developed by the Receiving Party,wthouLviolatinnny confidentiality agreement with or
OFFICIAL RECORD
ARTY SPRETARY
tom. WORM, TX
.i 2-2 -1 2 PO 1 : 22
other obligation of secrecy to the Disclosing Party or (iv) was in the possession of or known by the
Receiving Party prior to the date of disclosure by the Disclosing Party pursuant to this Agreement In
addition, the Receiving Party shall be entitled to release Proprietary Information to permit it to prosecute
or defend any claim under this Agreement or pursuant to an order of a court or government agency,
provided, however, in the case of release pursuant to this section the Receiving Party shall provide
reasonable assistance to the Disclosing Party in the Disclosing Party s attempt to limit the release to the
greatest extent reasonably possible under the circumstances and shall have provided the Disclosing Party
with sufficient advance notice to permit the Disclosing Party to seek a protective order or other order
protecting its Proprietary Information from disclosure In addition, CorVel understands and
acknowledges that CUSTOMER is a public entity under the laws of the State of Texas, and as such, the
following information is subject to disclosure under Chapter 552 of the Texas Government Code, the
Texas Public Information Act (the "Act') - 1) all documents and data held by the CUSTOMER, including
information obtained from CorVel and 2) information held by CorVel for or on behalf of CUSTOMER
that relates to the transaction of CUSTOMER's business and to which CUSTOMER has a right of access.
If the CUSTOMER receives a request for any documents that may reveal any of CUSTOMER's
Proprietary Information under the Act, or by any other legal process, law, rule, or judicial order by a court
of competent jurisdiction, CUSTOMER will utilize its best efforts to notify CorVel prior to disclosure of
such documents. CUSTOMER shall not be liable or responsible in any way for the disclosure of
information not clearly marked as "Proprietary / Confidential Information" or if disclosure is required by
the Act or any other applicable law or court order. In the event there is a request for such information, it
will be the responsibility of CorVel to submit reasons objecting to disclosure A determination on
whether such reasons are sufficient will not be decided by the CUSTOMER, but by the Office of the
Attorney General of the State of Texas, or by a court of competent jurisdiction.
2. ObliQations.
a. With respect to the Disclosing Party's Proprietary Information, the Receiving Party Agrees that it
shall keep such Proprietary Information confidential and:
(i) use the same degree of care in safeguarding the Proprietary Information as it uses for its
own confidential or like information, but in no event less than reasonable care;
(ii) restrict disclosure to those of its directors, officers, employees (and in addition in the case
of CorVel to those of the directors, officers and employees of all affiliated companies), attorneys or
consultants who have a need to know the same in furtherance of the purposes to this Agreement;
(iii) use such Proprietary Informuation only for the purposes of evaluating the possibility of
entering into a business transaction with the Disclosing Party (and in the case of the CUSTOMER use
such Proprietary Information only for the purposes of evaluating the possibility of the CUSTOMER or a
client/customer of the CUSTOMER entering into a business transaction with the Disclosing Party); and
(iv) will not reverse engineer disassemble, decompile or copy the Proprietary Information
except as permitted hereunder, and shall not, directly or indirectly (including m the conduct of its
business), use, or knowingly permit to be used, the Proprietary Information to that Disclosing Party's
detriment, whether or not the Receiving Party benefits from such detrimental use
City of Fort Worth Mutual Non -Disclosure Agreement
b. The Receiving Party agrees that all Proprietary Infoiivation contained in files, letters,
memoranda, reports, records, data, sketches, drawings laboratory notebooks, program listings, or other
written, photographic, or other tangible material that the Receiving Party creates or which shall come into
its custody or possession shall be and are the exclusive property of the Disclosing Party to be used by the
undersigned only for the purposes expressly contemplated by this Agreement. At the request of the
Disclosing Party, the Receivmg Party shall destroy all of its copies of the Proprietary Information of the
other party or return the same to Disclosing Party, and in either case upon request from the Disclosing
Party shall certify its compliance with the terms of this provision. After such destruction or delivery, the
Receiving Party shall not retain any copies thereof or any such tangible property of the other party.
3. General.
a. The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provisions of this Agreement
b. No delay or omission by the Disclosing Party in exercising any right under this Agreement
will operate as a waiver of that or any other right. A waiver or consent given by the Disclosing Party on
any occasion is effective only in that instance and will not be construed as a bar to or waiver of any right
on any other occasion.
c. Phis Agreement is governed by and will be construed in accordance with the laws of the
State of Texas without regard to conflicts of law principles Each party agrees that a party shall be
entitled to equitable relief, including without limitation, injunctive relief and specific performance, in the
event of any breach of the provisions of this Agreement by the other party, in addition to all other
remedies available at law or in equity, and shall not be required to post bond or prove actual damages,
which may in any event be difficult to specify or establish Each party hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Texas or of
the United States of America located in the State of Texas for any actions, suits or proceedings arising out
of or relating to this Agreement.
d. Both parties acknowledge that breach of the foregoing obligations may cause irreparable
injury to the Disclosing Party and that Disclosing Party without the requirement or posting bond or other
security, may seek and obtain injunctive or other equitable relief against such breach or threatened breach
without prejudice to any other remedies which may be available to it.
e. Nothing in this Agreement shall be construed as establishing or implying any partnership
between the parties and nothing m this Agreement shall be deemed to constitute either of the parties
hereto as the agent of the other party or to commit the other party in any way whatsoever, without
obtaining the other party's prior written consent.
f. Nothing contained in this Agreement shall be construed as implying any commitment or
agreement by either party to make any investment in the other party or in any business of the other party
or to enter into any other business arrangements of any nature whatsoever with the other party
City of Fort Worth Mutual Non -Disclosure Agreement
g. This Agreement constitutes the entire agreement between the parties hereto concerning the
subject matter hereof and supersedes any prior or contemporaneous agreements and understandings
concerning the subject matter hereof. This Agreement may be amended waived or revoked only by a
written instrument executed by both parties hereto. This Agreement shall terminate on the execution of
any contract between the parties unless otherwise expressly agreed.
h. No amendment or modification of this Agreement shall be valid or binding on the parties
unless made in writing and executed on behalf of each party by a duly authorized representative.
i. No license under any trademark, patent, copyright or any other intellectual property right is
either granted or implied by the disclosure of any Proprietary Information to that party. No disclosure of
any Proprietary Information by the parties shall constitute any representation or warranty by that party
regarding the accuracy of the same or the non -infringement of any trademark, patent, copyright or any
other intellectual property.
j. Neither party shall voluntarily disclose, publicize or advertise in any manner the
discussions or negotiations contemplated by the Agreement without the prior written consent of the other
party, except as may be required by law or administrative or legal process or pursuant to any securities
exchange rules If any Proprietary Information disclosed hereunder constitutes material non-public
information about the Disclosing Party, the Receiving Party agrees not to trade in the securities of the
Disclosing Party or in the securities of any relevant third party until such time as no violation of the
securities laws would result from the trading of those securities.
k. This Agreement and any amendment hereto may be executed in counterparts, each of
which when executed and delivered shall be deemed an original and all of which taken together shall
constitute one and the same instrument. This Agreement may be delivered by facsimile
1. All notices, requests and consents under this Agreement shall be in writing and shall be
deemed to have delivered (a) on the date personally delivered, (b) on the date mailed, postage prepaid by
certified mail with return receipt requested, or (c) when sent via facsimile and confirmed to the following
address as applicable:
If to the Customer ATTN: Ron Josselet, City of Fort Worth, 1000 Throckmorton, Fort Worth,
Texas 76102
If to the Company: ATTN: CorVel Corporation, 2010 Main Street, #600, Irvine CA
92614
m. CorVel acknowledges and agrees that CUSTOMER is a public government entity subject
to various federal and state laws and local policies relating to the retention and production of records. To
the extent the obligations in this Agreement conflict with applicable federal or state law or local policy,
the terms of the law or policy shall govern.
City of Fort Worth Mutual Non -Disclosure Agreement
By:
Print Name:
Title:
Date:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written
above and agree to be bound by all terms and conditions contained herein.
CorVel Enterprise Comp, Inc.
ikdAliti4titu
Ptis
Vie I�r►���.,�
City of Fort Worth Mutual Non -Disclosure Agreement
The City of Fort Worth
By:
Print Name: — S(/i5i-bY"1 ft.-t-Wt jS
Title: oi.6_67-.(mot. � nivavviA4_
Date: 1,41!)-7
OVATO FARM AND LEGALITY:
Dens.` C. McElr0
Assistant City o ey
Mary Kayse
City Secretary
"o°storcErik%
oo oco
Ox 1)00000itheecyc,
ci441)1aInett
CONTRACT AUTHORIZATION:
No M&C Required
5