HomeMy WebLinkAboutContract 60880Lockheed Martin Proprietary Information
Control No. 89085
CSC No. 60880
PROPRIETARY INFORMATION AGREEMENT
Effective as of the last date of execution written below, LOCKHEED MARTIN CORPORATION, a
Maryland corporation, acting by and through Lockheed Martin Aeronautics Company (LM Aero), with
offices at 1 Lockheed Blvd., Fort Worth, Texas 76108, and CITY OF FORT WORTH, a Texas municipal
corporation, (CFW)with offices at 200 Texas Street, Fort Worth, Texas 76102, agree to the following
terms and conditions for the protection, use and disclosure of Proprietary Information, as hereinafter
defined. LM Aero and CFW are each a "Party" to this Agreement and, collectively, the "Parties."
1. Purpose. In order that the Parties may discuss the Lockheed Martin Water Meter Replacement
(800 Clifford Street) and NASJRB Water and Sewer Main Replacement projects that may be of interest to
them, making it necessary or desirable to exchange, disclose, or permit access to the Proprietary
Information to discuss concepts and submit proposals for government and/or commercially -funded
contracts, this Agreement provides for the protection against unauthorized use and disclosure of
Proprietary Information that may be disclosed by each Party relating to Multi -Program as follows:
By LM Aero: Proprietary Information relating to: Existing utility maps, including outfall information,
service connections to public infrastructure, topographic data, and groundwater remediation data
including plume maps.
By CFW: Proprietary Information relating to: CIP Program data, including utility service connections,
metering information, existing utility maps and data.
2. Identification of Proprietary Information. To the extent that information is transmitted by the
disclosing Party to the receiving Party, and the disclosing Party deems such information proprietary, such
information shall be protected under the terms of this Agreement: (a) if it is disclosed in writing, and the
disclosing Party marks it on its face as proprietary; or, (b) if it is disclosed orally or visually, and the
disclosing Party identifies it as proprietary at the time of disclosure and then reduces it to writing, marks it
as proprietary, and delivers it to the receiving Party within fifteen (15) days of the non -written disclosure;
or, (c) if it is disclosed by electronic transmission (e.g., facsimile, electronic mail, etc.) in either human
readable form or machine readable form, and the disclosing Party marks it electronically as proprietary
within the electronic transmission, such marking to be displayed in human readable form along with any
display of the Proprietary Information; or, (d) if it is disclosed by delivery of an electronic storage
medium or memory device, and the disclosing Party marks the storage medium or memory device itself
as containing Proprietary Information and electronically marks the stored information as proprietary, such
marking to be displayed in human readable form along with any display of the Proprietary Information.
The disclosing Party shall mark the information as proprietary by an appropriate legend, stamp, or other
marking. Information not in fact proprietary to the disclosing Party (or to another for which the Party is
acting) shall not be so claimed or marked, and the Parties shall endeavor to keep to a minimum the
amount of Proprietary Information disclosed hereunder.
3. Disclosure/ReceiDt Responsibility. Each Party agrees to designate in writing a specific individual
as the point of contact for disclosing and/or receiving written Proprietary Information transmitted between
the Parties. The point of contact for each Party is as follows:
For LM Aero: Angela Pereira, 817-777-8921
For CFW: Tony Sholola, 817-392-6054 Anthony.Sholola@fortworthtexas.gov
OFFICIAL RECORD
CITY SECRETARY 1 Rev. 9/29/2022
FT. WORTH, TX
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4. Protection of Pronrietary Information. The receiving Party shall use Proprietary Information
received from the disclosing Party under this Agreement only in support of the purpose stated in
paragraph 1, and shall preserve and protect such information from disclosure to any person or persons,
other than affiliates, employees, consultants, and contracted staff of the corporation or company with a
need to know, through an exercise of care equivalent to the degree of care it uses to preserve and protect
its own Proprietary Information, but, in any event, with no less than a reasonable standard of care for
protection running in perpetuity. Such protection shall include, inter alia, encryption of Proprietary
Information (i) if transmitted via the Internet, and (ii) during electronic storage if potentially accessible by
the Internet or otherwise by non -authorized users. Upon termination of this Agreement, the Proprietary
Information received hereunder may be retained by the receiving Party for legal archived purposes only
or, at the request of the disclosing Parry, returned or destroyed and a certificate of destruction provided to
the disclosing Party. Use of the Proprietary Information after termination of this Agreement is prohibited.
This provision shall survive termination of this Agreement.
5. Permissible Disclosure to Non -Parties. The receiving Party may in furtherance of the parties'
mutual objectives incorporate Proprietary Information received hereunder in a proposal, report, or other
submittal to the U.S. Government provided the information disclosed to the Government bears the
appropriate legends in accordance with this Agreement. The receiving Party may disclose Proprietary
Information to a third party if such disclosure is pursuant to a written agreement substantially similar to
this one. City is a government entity under the laws of the State of Texas and all documents held or
maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is
a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be
the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such
reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
6. Exceptions to Liabilitv for Disclosure. A receiving Party shall not be liable to a Party claiming a
proprietary interest for disclosure of Proprietary Information if the same: (a) is, at the time of disclosure,
already in, or later falls into, the public domain through no act or omission on the part of the receiving
Party, its directors, officers, employees, or agents; or, (b) was known to the receiving Party at the time of
disclosure as evidenced by reasonable documentation; or, (c) is disclosed with the prior written approval
of the Party claiming the proprietary interest without making use of any of the proprietary information of
the disclosing party; or, (d) is independently developed by the receiving Party subsequent to its receipt, as
substantiated by reasonable documentation; or, (e) is in the possession of the receiving Party or is later
obtained by the receiving Party in writing and without any restrictions on further disclosure from a third
party which was legally entitled to disclose same and which did not acquire same from the Party claiming
the proprietary interest; or, (f) is not identified as proprietary; or, (g) is disclosed as required by judicial
action, provided the Party claiming the proprietary interest is promptly notified and afforded an
opportunity to prevent such disclosure.
7. Duration and Termination. This Agreement shall terminate on 4/25/2028, unless sooner
terminated by a Party by giving thirty (30) days written notice to the other Party. Termination shall not,
however, affect the rights and obligations contained herein with respect to Proprietary Information
supplied hereunder prior to termination. If this Agreement is incorporated into another agreement by
reference, the termination date shall be the later of this Agreement or the agreement incorporating this
Agreement by reference.
8. Licenses. Neither the execution of this Agreement nor the furnishing of any information
hereunder shall be construed as granting, either expressly or by implication, estoppel or otherwise, any
license under any invention or patent or other intellectual property now or hereafter owned by or
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controlled by the disclosing Party. None of the information which may be submitted or exchanged by the
Parties shall constitute any representation, warranty, assurance, guarantee, or inducement by a Party to the
other Party or Parties with respect to the infringement of patents, copyrights, trademarks, trade secrets, or
any other rights of third persons.
9. Relationship of Parties. Nothing in this Agreement shall grant to a Party the right to make
commitments of any kind for, or on behalf of, another Party. This Agreement is not intended to be, nor
shall it be construed as, a joint venture, teaming relationship, partnership, or other formal business
arrangement, and no Party shall have the right or obligation to share any of the profits or bear any of the
losses of another Party under any contract or subcontract performed in conjunction herewith. This
Agreement shall not be construed in any manner to be an obligation to enter into a subcontract or contract
or to result in any claim whatsoever by one Party against another for reimbursement of cost for any effort
expended.
10. Security Reauirements. Any classified information disclosed under this Agreement shall be
handled in accordance with the requirements of the National Industrial Security Program Operating
Manual (NISPOM) 32 CFR Part 117 NISPOM Rule. as applicable, and supplements thereto.
11. Compliance with Export Control Laws. Each Party acknowledges that information disclosed
hereunder may be technical data subject to export control, that compliance with U.S. Government law and
regulations is required, and that it may be necessary to obtain required approvals before disclosing such
information to foreign persons, businesses or governments. The Parties agree to comply with all
applicable U.S. export control laws and regulations, including but not limited to the requirements of Arms
Export Control Act, 22 U.S.C.2751-2794, including the International Traffic in Arms Regulation (ITAR),
22 CFR 120 et seq; the Export Administration Act, 50 U.S.C. App. 2401-2420, including the Export
Administration Regulations, 15 C.F.R. 730-774; and the requirement for obtaining any export license or
agreement, if applicable. Without limiting the foregoing, the receiving Party agrees that it shall not
transfer any export -controlled item, data, information or services, to include transfer to foreign persons,
including those foreign persons employed by or associated with, or under contract to the receiving Party,
without the authority of an applicable export license, agreement, or applicable exemption or exception.
12. Applicable Law. This Agreement shall be interpreted according to the laws of the State of Texas,
excluding its choice of law rules.
13. Limitation of Liabilitv. Any and all costs or expense incurred by a Party arising from its
performance of this Agreement shall be borne by the Party which incurred same, and no Party shall be
liable or obligated to another Party for said cost or expense. No claims arising under or relating to this
Agreement, including, but not limited to, the performance of work, shall be made by any Party against
another Party, except for claims relating to the violation of obligations under this Agreement. In the event
any proceeding or lawsuit is brought by a Party against another Party for violation of obligations under
this Agreement, the prevailing Party shall be entitled to recover its costs and reasonable attorneys' fees
from the other Party. In no event shall any multiple or punitive damages apply to any action arising in
connection with this agreement.
14. Entire Agreement. This Agreement contains the entire understanding between the Parties relative
to the protection of Proprietary Information to be exchanged between the Parties for the purpose stated in
paragraph 1, and supersedes all prior and collateral communications, reports, and understandings between
the Parties with respect to such purpose. No change, modification, alteration, or addition to any provision
hereof shall be binding unless in writing and signed by authorized representatives of the Parties. This
Agreement shall apply in lieu of and notwithstanding any specific legend or statement associated with any
Proprietary Information exchanged, and the duties of the Parties shall be determined exclusively by this
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Agreement. If any portion of this Agreement is held to be invalid, such decision shall not affect the
validity of the remaining portions.
15. Authority of Representatives. Each person executing this Agreement represents and warrants that
each has full authority to enter into this Agreement on behalf of his/her entity, and that each has been
delegated the authority to bind his/her company in this Agreement.
16. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of
the Parties hereto, their successors and assigns. The waiver of any provision in any instance shall not be
construed as a waiver in all other instances.
17. Audit Procedures. If either Party believes that Proprietary Information is not being handled in
accordance with this Agreement, that Party shall try to resolve their concerns. Failing a resolution of
these concerns, if either Party has a reasonable suspicion which shall be based on facts presented to the
Party to be audited, that Information has been distributed or used contrary to this Agreement then the
Party with such suspicion may require (at its own expense) an audit by a mutually agreed upon
independent accounting firm. The audit will consist of (1) a review of the record keeping procedures and
files of the receiving Party and the business unit where the Information is suspected to have been
improperly transferred, (2) an interview with the program or product area manager who was the recipient
of the Information in question, and (3) an interview with the program or products area manager who is
suspected of having improperly transferred the Information. The result of the audit will be a report to
both Parties that provides written findings as to whether the Proprietary Information was or was not used
or distributed contrary to this Agreement. If Proprietary Information was used or distributed contrary to
this Agreement: (1) the Party which improperly used or distributed the Information will, within 30 days
after receipt of the report of written findings, take such mutually agreed upon actions as are necessary to
prevent the other Party from being prejudiced or competitively harmed by such conduct; and (2) upon the
expiration of the 30 day period and the failure to achieve mutually agreed upon actions, any Party
harmed, or threatened with harm, by such conduct will be entitled to such relief as is appropriate to
remedy the effect of such conduct.
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IN RECOGNITION OF THE ABOVE, the Parties have caused this Agreement to be executed on the
dates set forth below.
LOCKHEED MARTIN CORPORATION CITY OF FORT WORTH
By:
Name: Colin R. Hellier Name: Fernando Costa
Title: Subcontract Administrator
Title: Assistant Citv Manager
Jan 31, 2024
Date: 01/22/2024
Date:
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APPROVAL RECOMMENDED:
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-------- ----- ----- ----- ---- ---
Jannette S. Goodall, City Secretary
Christopher Harder, P.E.
Director, Water Department
(Seal)
M&C N/A
Date: N/A
Contract Compliance Manager:
By signing, I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
Torof Sholola, P.E.
Assistant Director
Approved as to Form and Legality:
4)�
Mack (Jan 31. 202419:27 CSTI
Douglas W. Black
Sr. Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
5 Rev. 9/29/2022
Lockheed Martin Proprietary Information