HomeMy WebLinkAboutContract 46972_,
CITY SECRETARV '-A
CONTRACT NO.tl)C/ 7~
1:!~Ttd. ~ Stw~, t~.
1338 Vickers Road, Tallahassee, Florida USA 32303
voice: 850-562-9811 * fax: 866-434-9815 * RussTech@russtechinc.com
ST AND ARD NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT
TIIIS AGREEMENT (the "Agreement") is made between RussTech Language Services, Inc.
ussTech") and the City of Fort Worth, Texas, (the "City") and entered into thi~y of
~~~~=2015.
In consideration of the mutual promises and covenants contained in this Agreement,
disclosure of confidential information by RussTech to the City, the parties hereto agree as
follows:
1. Confidential Information and Materials
(a) "Confidential Information" means nonpublic information RussTech shall conspicuously
mark as confidential or proprietary . "Confidential Information" includes, without
limitation, information relating to released or unreleased RussTech software or
hardware products, the marketing or promotion of any RussTech product or service,
Russ Tech business policies or practices, and information received from others that
RussTech is obligated to treat as confidential. Confidential Information disclosed to the
City by RussTech agent is covered by this Agreement.
(b) Confidential Information shall not include that information defined as Confidential
Information above that the City can conclusively establish: (i) is or subsequently
becomes publicly available without the City's breach of any obligation owed RussTech;
(ii) became known to the City prior to RussTech disclosure of such information to the City;
(iii) became known to the City from a source other than RussTech other than by the breach
of an obligation of confidentiality owed to RussTech; or (iv) is independently developed by
the City .
. ;; ( c) "Confidential Materials" shall mean all tangible materials containing Confidential ,
Information, including without limitation written or printed documents and computer ·disks
or tapes, whether machine or user readable. Russ Tech shall clearly label the written or
printed documents and computer disks or tapes in conspicuous markings as being
confidential or proprietaiy.
2. Restrictions
(a) To the extent permitted by state law, the City shall not disclose any Confidential
Information to third parties for three (3) years following the date of its disclosure to the City
by RussTech. However, the City may disclose Confidential Information in accordance with
judicial or other governmental order as provided by state law, provided the City shall give
RussTech reasonable notice in accordance with section 552.305 of the Texas Government
Code, prior to such disclosure and shall comply with any applicable protective order or
equivalent as provided by state Jaw.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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(b) In the event a request for Public Information is received by the City, the City will notify
RussTech, who may then submit arguments to the Texas Attorney General in accordance
with section 552.305 of the Texas Government Code. Russ Tech acknowledges that the
City will not make arguments on behalf of Russ Tech.
( c) To the extent permitted by state law, the City shall take reasonable security precautions to
protect Confidential Information that has been disclosed to it. Confidential Information may
be disclosed, reproduced, summarized, or distributed only in pursuance of the City's
business relationship with RussTech, and only as directed by RussTech.
( d) The City may not reverse engineer, decompile or disassemble any software disclosed to it
by RussTech.
3. Rights and Remedies
(a) The City shall notify RussTech immediately upon discovery of any unauthorized use or
disclosure of Confidential Information or Materials, or any other breach of this Agreement
by the City.
(b) The City shall return all originals, copies, reproductions, and summaries of Confidential
Information or Materials at the request ofRussTech; or, at RussTech's option, the City
shall certify destruction of the same.
( c) The City is not liable for any release of confidential information or material, including that
marked as confidential or proprietary that was released by judicial or other governmental
order, in compliance with state law.
4. Miscellaneous
(a) All Confidential Information and Materials disclosed to the City are and shall remain the
property ofRussTech.
(b) This Agreement shall not be modified except by a written agreement dated subsequent to
the date of this Agreement and signed by both parties. None of the provisions of this
Agreement shall be deemed to have been waived by any act or acquiescence of the part of
RussTech, its agents, or employees, but only by an jnstrument in writing signed by an
·t authorized officer of Russ Tech. No waiver of any p;ovision of this Agreement shall
constitute a waiver of. any other provision(s) or of the same provision on another 0ccasion.
(c) This Agreement will be governed by the laws of the State of Texas. Venue for any action
under this Agreement will lie in state courts located in Tarrant Cmmty, Texas, or in the
United States District Court for the Northern District of Texas, Fort Worth Division.
( d) Subject to the limitations set forth in this Agreement, this Agreement will inure to the
benefit of and be binding upon the parties, their successors, and assigns.
(e)All obligations created by this Agreement shall smvive change or termination of the parties'
business relationship.
(f) This Agreement shall enter into force at the moment it is executed by the City.
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(g) This agreement shall remain in force for a period of three (3) years following the
termination of any business relationship between RussTech and the City.
(h) This Agreement supersedes all prior discussions and writings and constitutes the entire
agreement between the parties with respect to the subject matter hereof.
(i) This agreement shall be filed with the City Secretary.
IN WITNESS THEREOF, the patties hereto have executed this Agreement.
CITY OF FORT WORTH: RussTech Language Se1vices, Inc.
By:
Date
Date
APPROVED AS TO FORM AND LEGALITY:
' --~ ~ rimerrno(Wil1)S.Trino
Assistant City Attorney
'6 / 'b I I 'cb ol fi
Date
1
NO M&C REQUIRED I
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