Loading...
HomeMy WebLinkAboutContract 45791 (2)(AY 8L1 L��N �'wp'���^ , woo o �� V • NONWSC) AMU AGREEMENT This Agreement is made effective as of this 24th day of July, 2014, by and between the City of Fort Worth and USI Southwest to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed or made available to each other in connection with USI's collecting the necessary information to assist the Company in the proposed placement and purchase of insurance. In reliance upon and in consideration of the following undertakings, the parties agree as follows: 1. (a) Subject to the limitations set forth in Paragraph 2, all information to assist the Company in the proposed placement and purchase of insurance disclosed to the other party shall be deemed to be "Confidential Information." In particular, Confidential Information shall include, but not be limited to, business practices, methods of operation, customers and all proprietary documentary information furnished by one party to the other party relating to the furnishing party or its parents, subsidiaries, affiliates or portfolio companies which is not publicly available and which is identified as confidential. (b) The Company shall notify USI in writing of the identity of all information disclosed by it orally to USI which the Company deems to be "Confidential Information". 2. The term " Confidential Information" shall not be deemed to include information which, (a) is now or hereafter becomes, through no act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. 3. USI may use such Confidential Information only for the purposes of assisting the Company in obtaining an insurance program for the Company and its affiliated entities. 4. Confidential Information shall not be reproduced in any form or released to any third party except as required to accomplish the intent of this Agreement. The Company understands that USI will be providing copies of Confidential Information to insurers and underwriters for their review in connection with the Company's proposed purchase of insurance. The Company hereby consents to such use and disclosure of Confidential Information by USI to third parties for the purposes described in this Section. The Company agrees that it will not disclose USI's work product or processes generated in connection with the Company's proposed purchase of insurance (such work product and processes als ) being considered -- "Confidential Information" under the terms of this Agreement) n id i„) Page 1 of 3 NONDISCLOSURE AGREEMENT 9.28.12 1;111ll SECRETARY RECEIVE) JUL 28 eft' lid If'i OR1T l 1 1 including, but not limited to, any other broker, intermediary, or insurer without the prior written consent of USI. 5. In addition to the permitted use and disclosure of Confidential Information as set forth in Sections 2, 3 and 4, and notwithstanding any other provision of this Agreement, disclosure of Confidential Information shall not be precluded if such disclosure: a. is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof; provided, however, that the responding party, if not prohibited by law, shall first have given notice to the other party so that the other party may, should it so desire and at its sole cost and expense, obtain a protective order or other appropriate relief; b. is otherwise required by law or regulation; c. is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary. 6. Either party can provide written notice to the other requesting the prompt return or destruction of all papers, documents, computer disks software, and other media containing all or any portion of the Confidential Information provided by one party (or its Representatives) to the other together with any notes, reports, abstracts, or documents, in any form or medium, containing any portion of the Confidential Information, and all copies of the foregoing. The Confidential Information will be destroyed or returned within 20 days of such written request; provided, that a single copy of all such Confidential Information may be retained by the receiving party's legal counsel solely for the purposes of determining its obligations hereunder, and provided, further, that notwithstanding the return or destruction of the Confidential Information, the receiving party will continue to be bound by its obligations of confidentiality and other obligations hereunder. 7. This Agreement shall continue in full force and effect for so long as the Company continues to provide USI with Confidential Information. This Agreement may be terminated by either party at any time upon thirty (30) days written notice to the other party. The termination of this Agreement shall not relieve either party of the obligations imposed by Paragraphs 3, 4, 5 and 9 of this Agreement with respect to Confidential Information disclosed prior to the effective date of such termination and the provisions of those Paragraphs shall survive the termination of this Agreement for a period of one year from the date of such termination, even after the return or destruction of Confidential Information by the recipient. 8. This Agreement shall be governed by the laws of the State of Texas excluding its conflicts of laws principles. 9. This Agreement contains the final, complete and exclusive Agreement of the parties relative to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. This Agreement may not be Page 2 of 3 NONDISCLOSURE AGREEMENT 9.28.12 changed, modified, waived, amended or supplemented except by a written instrument signed by both parties. 10. Each party hereby acknowledges and agrees that in the event of any breach of this Agreement by the other party, including without limitation, the actual or threatened disclosure or unauthorized use of a disclosing party's Confidential Information without the prior express written consent of the disclosing party, the disclosing party will suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for such injury. Accordingly, each party hereby agrees that the other party shall be entitled to specific performance of the receiving party's obligations under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. 11. The parties' rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs executors and administrators and permitted assigns. 12. If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect. 13. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given (a) upon personal delivery, (b) if sent by overnight courier (with signature required), on the next normal business day after the mailing thereof, or (c) if sent by certified or registered mail, postage prepaid, three (3) days after the date of the mailing. OJ M©D8l1, G, COla 14. Each party agrees that electronically reproduced signatures sent via facsim let have the same legal effect as original signatures and may be used as evader ce o extt s g y of this Agreement. no G` GD9 AGREED TO: 01--goVI)mh (Company 41Activi Ma vI i S (Print Name) Acs‘sitivit rvitmaa tee Wide d dn 4 74 it 1(16-1 (Address) Page 3 of 3 I\S cir ettk Ase\O Laikthe AGREED TO: USI Southwest (US ) Brandon Robinson (By) (Print Name) Benefits Consultant (Title) 1445 Ross Avenue Dallas, TX 75 (Address) NONDISCLOSURE AGREEMENT 9.28.12 Attested No RIC ,/O �e/. . C . 11I.`,',{!p`t �J [S9 8 1 i b. I MiZI ti __ 2ecietaty ,IIh