HomeMy WebLinkAboutContract 58031 DocuSign Envelope ID:F78B5A8D-42E1-4221-871C-486E237BC00B
CSC No. 58031
NON-DISCLOSURE AGREEMENT
(Audit and Information Security Reporting—Public Entities)
This Nondisclosure Agreement (the "Non-Disclosure Agreement") is made this 1st day of August, 2022,
between the City of Fort Worth,with principal offices located at 200 Texas St.Fort Worth,TX 76102(together with
its Affiliates,"Receiving Party"),and Global Payments Direct,Inc.,with principal offices located at 3550 Lenox Road
NE, Suite 3000, Atlanta, GA 30326 (together with its Affiliates, "Global"). Global and Receiving Party shall be
referenced herein each as a"Party"and together as the"Parties."
WHEREAS,the Parties are parties to an agreement pursuant to which Receiving Party seeks access to certain
of Global's proprietary and highly confidential information; and
WHEREAS,pursuant to the Products and Services Agreement Contract#01350218 between the parties dated
December 30, 2016 (the "Agreement") and this Non-Disclosure Agreement, Global is prepared to disclose to
Receiving Party orally and provide Receiving Party with access to certain information that is non-public,confidential
or proprietary in nature (irrespective of the form of communication and in whatever form maintained, whether
documentary, computerized or otherwise), inclusive of all portions thereof, excerpts therefrom, summaries thereof,
and reproductions thereof(cumulatively,the"Confidential Information");and
WHEREAS, "Confidential Information" shall include all information, whether written or oral, that is
received by the Receiving Party from Global or accessed by the Receiving Party with Global's express permission
and (i) is not generally available to the public, and/or (ii) is marked "Confidential" or "Proprietary" by Global.
Confidential Information includes,but is not limited to,(i)information relating to research,development,inventions,
policies, procedures, information systems, software code, software applications, network diagrams, information
routing, financial or other economic information, vendor information, merchant information, customer information,
card data,accounting,engineering,personnel information, statistical information,and(ii)all analyses,compilations,
forecasts, audit results, audit workpapers, audit summaries (including without limitation, Global or its Affiliate's
SSAE 18 report and any similarly functioning audit report/attestation(cumulatively,hereinafter"SSAE 18 Report"),
and data summaries of any kind. Confidential Information may also include information disclosed to Global by third
parties. In the event Confidential Information is the basis of,is incorporated into,or is reflected in other documents,
whether separately or jointly generated by the Parties,such other documents shall be deemed Confidential Information
subject to the terms of this Non-Disclosure Agreement;and
THEREFORE,in consideration of the mutual promises and obligations set forth herein,the Parties agree as
follows:
1. This Non-Disclosure Agreement will confirm the understanding between the Receiving Party and
Global concerning Receiving Party's obligations of secrecy, non-disclosure, and confidentiality with respect to
Confidential Information.
2. Receiving Party agrees (a) to treat as secret and confidential, maintaining in confidence all
Confidential Information disclosed by Global,whether in written or electronic form or disclosed verbally; (b)not to
disclose,repeat,excerpt or otherwise reproduce any such Confidential Information to anyone,provided however that
in the event Receiving Party is entitled to receive an SSAE 18 Report in Receiving Party's capacity as a"User Entity,"
Receiving Party may disclose the SSAE 18 Report to its financial auditors who are bound to an obligation of
confidentiality similar to those set forth herein for purposes of evaluation of the effect of Global Payments' controls
on a User Entity's internal control system; and(c)not to use Global's Confidential Information or Receiving Party's
access thereto for any purpose other than the purpose that is contemplated and expressly authorized in the Agreement
between the Parties. For clarity, except as expressly set forth herein, this Non-Disclosure Agreement prohibits the
disclosure of Global's Confidential Information to anyone other than the individuals to whom Global provided the
Confidential Information and/or access thereto,and to only those employees of Receiving Party who have an absolute
need to know such Confidential Information in performance of their duties,consistent with the administration of the
Parties'Agreement;except as expressly set forth herein,Receiving Party's contractors,advisors,consultants and other
service providers are not authorized to and are expressly prohibited from viewing,accessing or receiving Confidential
Information provided hereunder.
3. The confidentiality obligations imposed upon Receiving Party shall not apply to the limited extent
that Receiving Party must disclose Confidential Information pursuant to a requirement of a government agency,
#53612 v.4
11/5/2019 OFFICIAL RECORD
CITY SECRETARY Pagel of3
FT.WORTH, TX
DocuSign Envelope ID:F78B5A8D-42E1-4221-871C-486E237BC00B
provided that the Receiving Party,to the extent legally permitted,promptly notifies Global of such requirement and
cooperates with Global in any effort to limit or avoid such disclosure. The confidentiality obligations imposed herein
shall not apply to Confidential Information that(a)is or becomes generally available to the public other than as a result
of a disclosure by the Receiving Party in violation of the terms of this Non-Disclosure Agreement;(b)that Receiving
Party can demonstrate is rightfully in the Receiving Party's possession prior to the disclosure by the disclosing party
pursuant to this Agreement,provided that the source of such information was not known by the Receiving Party to be
bound by a confidentiality agreement with or other contractual, legal, or fiduciary obligations of confidentiality to
Global with respect to such material; (c)that is received from a third party without restriction and without breach of
this Agreement;or(d)that is independently developed by the Receiving Party.
4. The confidentiality obligations imposed herein are modified to provide that disclosure of certain
material by the Receiving Party may be required due to its status as a state governmental entity under the Texas Public
Information Act(the"Act"). In the event there is a request under the Act for Global's Confidential Information or
information marked Confidential or Proprietary, Receiving Party shall promptly notify Global. It will be the
responsibility of Global to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by Receiving Party,but by the Office of the Attorney General of the State of Texas or
by a court of competent jurisdiction. In the event the Act is amended or otherwise modified to provide mandatory
exceptions to disclosure of a third party's confidential or proprietary information,Receiving Party agrees to raisesuch
mandatory exceptions under the Texas Public Information Act to disclosure of its records containing any of Global's
Confidential Information protected by this Non-Disclosure Agreement and to promptly notify Global of any pending
disclosure request under Texas Public Information Act pertaining thereto to enable Global to monitor, and, if it so
wishes,to the extent permitted by law,intervene to oppose such disclosure.
5. All Confidential Information furnished by Global to Receiving Party is considered loaned for use
solely in connection with the expressly permitted purpose of such disclosure in the Agreement. All Confidential
Information shall remain the sole property of Global,and Receiving Party shall have no right,title or interest in or to
the Confidential Information. Receiving Party represents, warrants, and covenants that it will not bring, activate or
use any form of recording device, whether for audio, video or still image, camera, or other means of capturing,
preserving,imaging and/or reproducing Confidential Information,in any form,that is disclosed hereunder by Global,
whether disclosed during a site visit to one of Global's facilities or otherwise. Except as expressly permitted by Global
in conjunction with the specific disclosure, Receiving Party may not copy, reproduce, excerpt or maintain any
Confidential Information disclosed hereunder. To the extent that any such Confidential Information is maintained by
Receiving Party, it shall be maintained in a confidential and secure manner consistent with the obligations for
Confidential Information set forth in this Non-Disclosure Agreement, and upon request by Global at any time,
Receiving Party shall(a)promptly destroy or return to Global all copies of Global's Confidential Information in its
possession;and(b)provide a certification stating the same.
6. Each Party represents and warrants that it has the right to enter into this Non-Disclosure Agreement.
Global makes no additional representation or warranty, expressed or implied, as to the accuracy or completeness of
the Confidential Information shared pursuant to this Non-Disclosure Agreement,nor shall Global have any liability
whatsoever to the Receiving Party relating to or resulting from the use of the Confidential Information or any errors
therein or omissions therefrom. No furnishing of Confidential Information and no obligation hereunder shall obligate
either party to enter into any further agreement or negotiation with the other or to refrain from entering into an
agreement or negotiation with any other party. Receiving Party acknowledges and agrees that this Non-Disclosure
Agreement does not obligate Global to disclose to Receiving Party any information of any kind,including Confidential
Information.
7. In the event any one or more of the provisions of this Non-Disclosure Agreement shall be invalid,
illegal or unenforceable in any respect,the validity,legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby. The Parties agree that the remedy at law for any breach
of any of the covenants and agreements set forth in this Non-Disclosure Agreement may be inadequate and that, in
the event of any such breach or threatened breach, in addition to all other remedies which may be available to it at
law,Global shall be entitled to seek equitable relief in the form of preliminary and permanent injunctions without the
necessity of proving damages or posting bond. Receiving Party further agrees that the terms of this Non-Disclosure
Agreement shall in no way restrict or limit any other remedies Global may have against Receiving Party in the event
of a breach hereof. Nothing herein constitutes a waiver of Receiving Party's sovereign or governmental immunity
#53612 v.4
11/5/2019
Page 2 of 3
DocuSign Envelope ID:F78B5A8D-42E1-4221-871C-486E237BC00B
8. This Non-Disclosure Agreement constitutes the entire agreement between the Parties with respect
to the disclosure,use and safeguarding of said Confidential Information and supersedes any prior or contemporaneous
oral or written representations with regard to the subject matter herein and shall inure to the benefit of and be binding
upon all parent, subsidiary, affiliated, and successor organizations of the Parties. "Affiliate" means any present or
future entity that controls,is controlled by,or is under common control with a Party. All modifications of,waivers of
and amendments to this Non-Disclosure Agreement or any part hereof must be in writing and signed on behalf of each
Party. This Non-Disclosure Agreement shall govern disclosures of Confidential Information both prior to and
following the date on which it is signed by Receiving Party and remains in effect until terminated upon written notice
by Global. Notwithstanding such termination, however, Receiving Party's obligations with respect to Confidential
Information disclosed hereunder shall survive any termination of this Non-Disclosure Agreement. This Non-
Disclosure Agreement may be executed by facsimile and in one or more counterparts with the same effect as if both
parties hereto had originally signed the same document. All counterparts will be construed together and will constitute
one agreement.The persons signing below represent and warrant that they are authorized to execute Non-Disclosure
Agreement on behalf of the respective Parties.
GLOBAL PAYMENTS DIRECT,INC. RECEIVING PARTY: CITY OF FORTH
WORTH
DocuSigned by:
BU L. Q .�. B fD_"
Title: CN Title: Assistant City Manager
Date:8/2 /2022 Date: AUg26,2022
#53612 v.4
11/5/2019
Page 3 of 3
DocuSign Envelope ID:F78B5A8D-42E1-4221-871C-486E237BC00B
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all
By: /"`�" - performance and reporting requirements.
Name: Dave Lewis
Title: Acting Director
Park&Recreation Department By:
Name: Sheri Endsley
� 2Gt Title: District Superintendent
By: Park&Recreation Department
Name: Kelli Pickard
Title: Assistant Director
Park&Recreation Department City Secretary:
C�gff�
Approved as to Form and Legality: By: Ofiette S.Goodall(Aug 26,202216* CD1)
Name: Jannette S. Goodall
f Title: City Secretary
By: dA� FORT
Name: Taylor Paris �OF0L��
°O
Title: Assistant City Attorney
�F'�►o
° 0
�O 0 °
Contract Authorization: ��*� °o 4 'E
Form 1295 N/A Ici
����SEX Asap
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX