HomeMy WebLinkAboutContract 62196Docusign Envelope ID: 8F2BA20A-8AAF-434B-89C7-DD9A3F169ED3 CSC No. 62196
M ITRATECH
EXPECT SUCCESS
MUTUAL CONFIDENTIALITY AGREEMENT
This Mutual Confidentiality Agreement ("Agreement") is made and entered into as of the Effective Date set forth below, by and between
the relevant Mitratech contracting entity indicated below ("Mitratech") and the company named below ("Company").
Place of Address of Companv Contracting Entitv
United States or any domicile not covered in subsequent
rows of this table
Europe, Middle East, or Africa
Canada
Companv Contracting Entitv Address
100 Fort Worth Way, Fort Worth, TX 76102
Effective Date: 1 15 October 2024
Mitratech Contracting
Entity
Mitratech Holdings, Inc.
Mitratech (UK) Ltd
Mitratech Holdings (Canada)
Inc.
Companv Name
City of Fort Worth
In consideration of the mutual covenants contained herein, the parties agree as follows.
Mitratech's Address for
Notices
13301 Galleria Circle
HCG Building B, Suite 200
Bee Cave, TX 78738
Part First Floor (F1) The Priory
Stomp Road, Burnham, SL1 7LW
38 Charnwood Place
Thornhill, ON L3T 5H3
Companv Address for Notices
City of Fort Worth IT Solutions
Finance Division
1. Discloser. Recipient, and Affiliates. The party disclosing confidential information shall be referred to as the "Discloser" and the
party receiving confidential information is the "Recipient." The terms Recipient and Discloser shall include a Party's Affiliate(s) when an
Affiliate receives or discloses Confidential Information. As used in this Agreement, the term "Affiliate" means, with respect to a Party, any
person or entity that controls such Party, is controlled by such Party, or is under common control with such Party.
2. Definitions. For purposes of this Agreement, "Confidential Information" means any information, including without limitation, software,
compilations, programs, devices, methods, techniques and processes, financial statements, information and data, business plans,
business strategies, marketing plans, customer lists, price lists and pricing, cost information, information about employees, descriptions
of technical know-how, information and descriptions of new products and new product development, product roadmaps, scientific and
technical specifications and documentation, diagrams, schematics, pending or abandoned patent applications of Discloser, any
documentation containing a legend or marking indicating its confidential or proprietary status, oral disclosure made under conditions
reasonably indicating confidentiality or subsequently described in writing as being confidential, or any other data or information, now
known or in possession of, or hereafter learned or acquired by Discloser and provided to Recipient, that derives economic value, actual
or potential, from not being generally known and not being readily ascertainable by proper means by other persons who can obtain
economic value from its disclosure or use.
Confidential information may be written or oral, tangible or intangible, and expressed in electronic media or otherwise disclosed. All
materials and information disclosed by Discloser to Recipient will be deemed to be Confidential Information unless the Recipient can
prove that the materials or information (1) have become publicly known through no fault of Recipient, (2) was received by Recipient
properly and lawfully from a third party without restriction on disclosure and without knowledge or reasonable suspicion that the third
party's disclosure is in breach of any obligations to Discloser, (3) has been independently developed by Recipient without use or reference
to Confidential Information delivered hereunder, or (4) has been approved for public release by written authorization of Discloser. This
Agreement shall not be deemed to be Confidential Information of either party, but the terms of this Agreement shall be held confidential
by the parties.
3. Obligations. Recipient will (1) maintain and preserve the confidentiality of all Confidential Information disclosed to it by Discloser and
take such care to protect Confidential Information as Recipient ordinarily takes to protect and preserve the confidentiality of its own
Confidential Information, but no less than reasonable care; (2) disclose such Confidential Information only to its own employees, clients,
or independent contractors on a "need -to -know" basis only, and in no case to competitors of the Discloser, and only to those employees,
clients, independent contractors, or advisors who are under an obligation of confidentiality; (3) not disassemble, "reverse engineer,"
"reverse compile," or analyze the inputs and outputs of any software or hardware provided under this Agreement for any purpose, including
without limitation, attempting to ascertain or deduce the functionality or workings of the software or hardware; and (4) not disclose such
Confidential Information to any third party without the express written consent of Discloser.
OFFICIAL RECORD
CITY SECRETARY
Page 1 of 3
FT. WORTH, TX
Docusign Envelope ID: 8F2BA20A-8AAF-434B-89C7-DD9A3F169ED3
MITRATECH
EXPECT SUCCESS
4. Limited Use. The parties acknowledge that any Confidential Information disclosed by Discloser to Recipient is provided for the sole
purpose of evaluating a possible transaction between Discloser and Recipient and that no other use of the Confidential Information is
permitted.
5. Ownership. Recipient acknowledges that Discloser will maintain sole and exclusive ownership of all right, title, and interest in and to
Discloser's Confidential Information, including ownership of all copyrights, patents, and trade secrets pertaining thereto. Nothing
contained in this Agreement will be construed as granting any rights, by license or otherwise, to any Confidential Information, except as
expressly set forth herein.
6. Equitable Relief and Remedies. Any and all Confidential Information includes valuable trade secrets of Discloser. Recipient
acknowledges that, in the event of any breach of this Agreement, Discloser will not have an adequate remedy in money or damages.
Discloser will therefore be entitled in such event to seek an injunction against such breach from any court of competent jurisdiction
immediately upon request. Discloser's right to obtain such relief will not limit its right to obtain other remedies, at law, in equity, by statute,
or otherwise.
7. Disclaimer. ALL CONFIDENTIAL INFORMATION IS PROVIDED AS IS. Discloser makes no representation or warranty as to
accuracy, completeness, condition, suitability, or performance of the Confidential Information. Discloser will have no liability whatsoever
to Recipient resulting from Recipient's use of Discloser's Confidential Information.
8. Return of Information. Upon Discloser's request, Recipient will promptly return or destroy all Confidential Information and related
materials and discontinue all further use of the Confidential Information. Upon Discloser's request, Recipient will promptly certify that
such action has been taken.
9. Required Legal Disclosure. Notwithstanding the above, Recipient may disclose Confidential Information or the terms of this
Agreement to the extent required by any applicable law, regulation, or court; provided, however, that Recipient will notify Discloser in
writing promptly after becoming aware of its obligations to make such a disclosure, and sufficiently in advance to permit Discloser to seek
to challenge or limit such required disclosure, and provided that the Confidential Information disclosed shall be limited to that portion of
the Confidential Information which, based on the reasonable advice of counsel, is legally required to be disclosed. Recipient will otherwise
exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.
10. Entire Agreement. This Agreement constitutes the complete, exclusive statement of the agreement between the parties relating to
the subject matter hereof and all provisions, representations, discussions, and writings are merged in, and superseded by, this Agreement.
No modification, revision, or addendum of any of the terms of the Agreement shall be valid unless in writing, signed by an authorized
representative of each party, and specifically evidencing an intent to amend this Agreement.
11. Governing Law; Jurisdiction. The interpretation and enforcement of this Agreement will be governed by the laws of the location
listed below under "Governing Law", without regard to its conflict of laws provisions. The parties agree that any legal action arising out
of or in conjunction with this Agreement or any breach thereof shall be brought and prosecuted in an appropriate court of competent
jurisdiction within the state of the primary place of business of the defendant.
Place of Address of Company Contracting Entity Governing Law
United States or any domicile not covered in State of Texas, United States
subsequent rows of this table
Europe, Middle East, or Africa England/Wales
Australia
Melbourne, Australia
12. Construction. No provision of this Agreement shall be construed against either party as the drafter of the provision. Neither party
shall refer to the drafting or negotiating history of this Agreement in connection with the construction or interpretation of this Agreement.
13. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of
which together will constitute one and the same instrument. For purposes hereof, a facsimile copy of this Agreement, including the
signature pages hereto, will be deemed to be an original. Notwithstanding the foregoing, the parties will deliver original execution copies
of this Agreement to one another as soon as practicable following execution thereof.
14. Restrictions on Assignments and Sublicenses. The Recipient may not sell, transfer, assign, sublicense, or subcontract any right
or obligation hereunder without the prior written consent of Discloser.
15. Term. Unless superseded by a subsequent license agreement, the Recipient's obligations of nondisclosure and non-use expire five
(5) years after acceptance of this Agreement, except as to trade secrets that shall remain subject to this Agreement so long as they are
subsisting.
{Signature Page Follows)
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Docusign Envelope ID: 8F2BA20A-8AAF-434B-89C7-DD9A3F169ED3
MITRATECH
EXPECT SUCCESS
IN WITNESS WHEREOF, the parties have caused this Mutual Confidentiality Agreement to be executed as set forth below.
COMPANY
Signature: \J/G���� `l"';
Print Name: Mark McDaniel
Title: Deputy City Manager
Date: 10/25/2024
MITRATECH
SinUjad hhv-
Signature:
Print Name: Jarrett Dziuk
Title: General Counsel
Date: Oct 15, 2024
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 3 of 3
[Executed effective as of the date signed by the Deputy City Manager above.] / [ACCEPTED
AND AGREED:]
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By. S.Trotter (for K.Gun,.e0ct25,20014:51CbT)
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
M&C Approved: N/A
Form 1295: 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.
By: Steven Vandever (Oct 23, 202411:59 CDT)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
City Secretary:
By:
Name: Jannette Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX