Loading...
HomeMy WebLinkAbout065319 - General - Contract - Juvare, LLCDocusign Envelope ID: B3E25666-3D2A-88F3-8031-6F454DAOF1DC CSC # 65319 OFFICIAL RECORD CITY SECRETARY EVALUATION AND NON -DISCLOSURE AGREEMENT FT. WORTH, TX This Evaluation and Non -Disclosure Agreement ("Agreement"), effective this 5th day of June, 2026 ("Effective Date"), is made by and between Juvare, LLC (hereinafter referred to as "Juvare"), a Delaware limited liability company on behalf of itself and its subsidiaries and affiliates, having its principal place of business at 211 Perimeter Center Parkway NE Suite 700, Atlanta GA 30346, and City of Fort Worth Emergency Management Agency(hereinafter referred to as "Company"), a State of Texas Agency with its principal business location located at 100 Fort Worth Trail, Fort Worth, TX 76102. The terms "Recipient" and "Discloser" refer to either Juvare or Company, as the case may be. IN CONSIDERATIO of the mtNual promises and obligations contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. The parties acknowledge that it may be necessary for each of them, as Discloser, to provide to the other, as Recipient, certain Confidential Information, including, without limitation, trade secret Confidential Information, considered to be confidential, valuable and proprietary by Discloser, in connection with an evaluation of Juvare's offerings by Company which may lead to a potential transaction or business relationship between the parties (the "Purpose" or "intended purpose"). In furtherance of the Purpose, Juvare grants Company a limited license to Juvare's software and the parties further agree that the information obtained during the Purpose shall not be used for any commercial purposes. 2. As used herein, "Confidential Information" shall mean all information, materials or data concerning a Party or any strategic partner, contractor or consultant of a Party to which the Recipient is provided access or disclosed by the Discloser to the Recipient by virtue of this Agreement or its activities hereunder in connection with the Purpose, in tangible or intangible form, disclosed in writing, orally, visually or by other means, and regardless of whether or not marked or identified as confidential and/or proprietary at the time of disclosure. Such Confidential Information shall include, but is not limited to, technical data and information, product design and development, source code and source code documentation, business operations and plans, sales information, personally identifiable information of any type, quantity and kind of software licenses sold, prices and methods of pricing, marketing techniques, information and plans, trade secrets, proposed products, unannounced products, product roadmaps, product and process information, hardware products, services offering of Discloser, financial and accounting information, proposals and request for proposals, specifications, drawings, costs, customer and client confidential information, procedures, personnel information, staffing and business plans, customers and customer lists, employees and employee lists, and any other information reasonably assumed to be of a confidential or proprietary nature, which, if disclosed to others, might be competitively detrimental to the Discloser and also includes the fact that such Confidential Information has been provided by the Discloser, the fact that the parties are discussing the Purpose and any terms, conditions or other facts with respect to the Purpose. Discloser's Confidential Information also includes any summaries, analysis and materials developed or discerned by Recipient to the extent based on or to the extent including the Discloser's Confidential Information. 3. Confidential Information shall not include any information which: (a) Was public knowledge or becomes public knowledge without fault, negligence or other wrongful action (including breach of this Agreement) of the Recipient; (b) Recipient can show it knew, free of any obligation of confidence at the time of, prior to disclosure by the Discloser; (c) Has been rightfully received by Recipient from a third party (to the good faith knowledge of the Recipient) to make such disclosure without restriction; (d) Is identified in writing to Recipient by Discloser as no longer proprietary or confidential; or (e) Has been developed by a Party independent of the other Party and without access to or use of the Confidential Information, as evidenced by a Party's written records. 4. Notwithstanding Section 5 herein, a Recipient may produce or disclose Confidential Information if and to the extent required pursuant to applicable laws, regulations or court order, duly authorized subpoena, or government authority provided the Recipient has given the Discloser prior written notice (if such prior written notice is legally permissible) so that the Discloser may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement and Recipient will provide reasonable cooperation to Discloser (at Discloser's expense) in Discloser's attempts to protect against or limit the scope of such disclosure. If such protective order or other remedy is not obtained, or the Discloser waives compliance with the provisions of this Agreement, the Recipient shall furnish only that portion of the Confidential Information which the Recipient is legally required to disclose and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded the Confidential Information. To the fullest extent permitted by law, Recipient will continue to protect as confidential and proprietary all Confidential Information disclosed in response to a written court order, subpoena, regulation or process of law. 5. During the term of this Agreement and at all times thereafter the Parties shall: (a) Hold such Confidential Information in strict confidence and with no less than the same degree of care with which such party protects its own Confidential Information, but not less than a reasonable standard of care; (b) Use the Confidential Information solely in connection with the Purpose and its consideration thereof; (c) Disclose the Confidential Information only to those of its employees, directors, officers, agents, contractors, attorneys, consultants, auditors and officers ("Representatives") who have a need to know the Confidential Information to achieve the purposes of this Agreement and are bound by confidentiality obligations substantially equivalent as those stated herein; (d) Not copy nor otherwise duplicate such Confidential Information nor knowingly allow anyone else to copy nor otherwise duplicate such Confidential Information; (e) Not sell, transfer, publish, disclose, display nor otherwise permit access to Confidential Information in any format or by any third party, except as required by applicable law and/or regulation and/or by order of a court of competent jurisdiction; and Juvare. Evaluation and MNDA Page 1 of 3 Docusign Envelope ID: B3E25666-3D2A-88F3-8031-6F454DAOF1DC (f) Be responsible for any wrongful disclosure of the Confidential Information by its Representatives and any damages arising therefrom. 6. Each Party agrees to use the Confidential Information exclusively for the purposes intended by this Agreement. Each Party agrees that unless and until a definitive agreement between the Parties with respect to the Purpose has been executed and delivered, that neither Party will be under any legal obligation of any kind whatsoever to enter into any agreement or arrangement with the other Party by virtue of this Agreement except for the matters specifically agreed to herein. 7. All information, whether or not Confidential Information, exchanged by and between the Parties shall be "AS IS" and neither Party makes any representations or warranties, express or implied, about the accuracy, completeness, or fitness for any particular purpose of the information disclosed. Each Party agrees that a Discloser shall not be responsible or liable to a Recipient for any decisions made by the Recipient in reliance on any information disclosed under this Agreement and Discloser shall not have any liability or responsibility for errors or omissions in such information disclosed under this Agreement. 8. Each Party agrees and acknowledges that nothing in this Agreement shall be construed as giving a Party any proprietary rights or licenses (including, without limitation, any intellectual property rights therein) in or to the Confidential Information of the other Party. Each Party further agrees that nothing in this Agreement shall be construed as creating or granting to a Party any implied or express license in or to the Confidential Information of the other Party. 9. Confidential Information remains at all times the property of Discloser. Upon termination of this Agreement or upon Discloser's written request (whichever occurs first), all of the Confidential Information (including, but not limited to, tangible and electronic copies, notes, summaries or extracts of any Confidential Information developed or created by Recipient and its Representatives) will be promptly returned to Discloser or, at Recipient's election, destroyed. Within thirty (30) days of Recipient's receipt of written request from Discloser, Recipient will provide Discloser with written certification, signed by an officer of the Recipient company stating that such Confidential Information has been returned or destroyed in compliance with this Section 9. 10. Company acknowledges that the Confidential Information may be subject to United States export laws. Company shall not, nor shall Company authorize or permit its Representatives, to export, re-export, disclose or otherwise provide the Confidential Information of Juvare to any country or third party unless an appropriate license, exemption or authorization has been obtained from the U.S. Government. Company expressly agrees that Company shall not export, re- export, barter, or otherwise provide or disclose the Confidential Information of Juvare, in whole or in part, to: (a) any country covered by any United States trade embargo; (b) any person listed on the United States Department of Treasury's list of Specially Designated Nationals; (3) any person or entity listed on the United States Department of Commerce Denied Persons List; (4) any person or entity listed on the United States Department of Commerce Unverified or Entity Lists; (5) any person or entity listed on the United States Department of State Debarred List; or (6) any person or entity where such export, re- export, barter, disclosure or provision violates United States export control law or regulation. Company represents and warrants that neither it nor its Representatives are persons or entities subject to such U.S. export controls. 11. This Agreement neither intends nor shall be interpreted as creating any association, joint venture, partnership, agency or employer -employee relationship between Juvare and Company. This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which may be withheld in such party's sole discretion. Subject to the foregoing restriction, this Agreement is binding upon and inures to the benefit of the parties and their heirs, executors, legal and personal representatives, successors and assigns. 12. The failure of a Party to insist upon strict performance of any of the provisions contained herein shall in no way constitute a waiver of future violations of the same or any other provision. 13. Each Party acknowledges and agrees that Confidential Information is of a unique and invaluable character, the loss of which cannot be reasonably or accurately measured, and that the breach of this Agreement may cause irreparable harm to the Discloser for which monetary damages alone would not be an adequate remedy. The Parties, therefore, agree that a Discloser shall be entitled to seek from a court of appropriate jurisdiction such specific performance, injunctive and/or other equitable relief as a remedy to prevent or immediately enjoin breach or threatened breach of confidentiality without the need of posting a bond. Any such relief shall be in addition to any other remedies to which Discloser may be entitled to at law or in equity. No forbearance, failure or delay in exercising any right, power or privilege is a waiver thereof, nor does any single or partial exercise thereof preclude any other or future exercise thereof, or the exercise of any other right, power or privilege. 14. If any provisions of this Agreement, or any portion thereof, shall be determined by a court of competent jurisdiction to be invalid, illegal, unenforceable or void as against public policy, such determination shall not be construed as affecting or impairing the validity, legality and enforceability of the remainder of this Agreement. Such invalid, illegal, unenforceable or void provision shall be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable and the remainder of the Agreement will continue in effect and be valid and enforceable to the fullest extent. 15. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of law. Without limiting the right of either Party to initiate an action in any other court of competent jurisdiction, the parties hereby consent to the jurisdiction of and venue in the courts of the State of Delaware or any Federal court located within Delaware having jurisdiction over Juvare in connection with any dispute hereunder. 16. The term of this Agreement shall commence on the Effective Date set forth above and continue thereafter for one (1) year (provided, however, that either party can terminate this Agreement at any time upon not less than 30 days prior written notice to the other party). The Recipient shall terminate all use of the Discloser's Confidential Information upon termination of this Agreement. The Recipient's obligations with respect to Discloser's Confidential Information shall survive the termination or expiration of this Agreement as follows: (i) for Confidential Information that is a trade secret of Discloser, for so long as such Juvare. Evaluation and MNDA Page 2 of 3 Docusign Envelope ID: B3E25666-3D2A-88F3-8031-6F454DAOF1DC Confidential Information remains subject to protection as a trade secret of Discloser or five (5) years from the expiration or termination of this Agreement, whichever is longer, (ii) for all Discloser Confidential Information consisting of information about Discloser's customers, clients, suppliers or contractors, for so long as Discloser's obligations of confidentiality to such third parties continue, and (iii) for all other Confidential Information, for a period of five (5) years from the expiration or termination of this Agreement. Notwithstanding any other provision herein, the evaluation period of Juvare's offerings shall automatically on July 20, 2026. 17. This Agreement contains the entire agreement of Juvare and Company with respect to its subject matter and supersedes all existing agreements and all oral, written or other communications between them concerning its subject matter. This Agreement shall be binding upon the parties and their officers, employees, directors and agents. This Agreement shall not be modified in any way except in writing signed by both parties. Facsimile signatures or signatures imprinted in an electronic medium, such as .pdf format, shall be deemed to be original signatures. All notices to a party shall be sent to such party at the address set forth above (with copy to Juvare's Legal Department for notice to Juvare via email to legal@juvare.com). A party may change it address for notices on thirty (30) days prior written notice to the other party. IN WITNESS WHEREOF, the parties' authorized representatives have signed this Agreement: City of Fort Worth Emergency Management Agency Juvare, LLC ("Company") Signed by: By: ZJA 9 By: Iti re, Name: William Johnson Name: Rajib Roy Title: Assistant City Manager Date: 06/08/2026 Cristian Chavez E-signed 2026-06-08 12:36PM PDT cristian.chavez@fortworthtexas.gov CITY OF FORTWORTH S 94pQq P e� Fo!+r�dad o-+o o=o FaQIl nEXp`�gop City Secretary Title: President and CEO Date: June 5, 2026 1 18:05:00 EDT OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Juvare. Evaluation and MNDA Page 3 of 3 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Juvare, LLC Subject of the Agreement: EVALUATION AND NON -DISCLOSURE AGREEMENT for confidential information contained in the WebEOC platform. M&C Approved by the Council? * Yes ❑ No M If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: June 5th 2026 If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No 21 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department. Permanent Contracts Advanced Funding Agreements Architect Service Community Facilities Completion Agreement Construction Agreement Credit Agreement/ Impact Fees Crossing Agreement Design Procurement Development Agreement Drainage Improvements Economic Development Engineering Services Escrow Agreement Interlocal Agreements Lake Worth Sale Maintenance Agreement/Storm Water Parks/Improvement Parks/Other Amenities Parks/Play Equipment Project Development Property/Purchase (Property owned by the City) Property/Sales (Property owned by the City) Property/Transfers (Property owned by the City) Public Art Sanitary Sewer Main Replacements Sanitary Sewer Rehabilitations Settlements (Employees Only) Streets/Maintenance Streets/Redevelopment Streets/Repairs Streets/Traffic Signals Structural Demolition (City owned properties) Utility Relocation Water Reclamation Facility Water/Emergency Repair Water/Interceptor Water/Main Repairs Water/Main Replacement Water/Sanitary Sewer Rehabilitation Water/Sewer Service Water/Storage Tank