HomeMy WebLinkAboutContract 45791 CITY SECRETAIW
CONTRACT No.
NONDISCLOSURE AGREEMENT
This Agreement is made effective as of this 24th day of July, 2014, by and between the it of
Fort Worth and USI Southwest to assure the protection and preservation of the confidential
and/or proprietary nature of information to be disclosed or made available to each other in
connection with USI's collecting the necessary information to assist the Company in the
proposed placement and purchase of insurance.,
In reliance upon and in consideration of the following undertakings, the parties agree as follows:
1. (a) Subject to the limitations set forth in Paragraph 2, all information to assist the
Company in the proposed placement and purchase of insurance disclosed to the other
party shall be deemed to be "Confidential Information." In particular, Confidential
Information shall include, but not be limited to, business practices, methods of
operation, customers and all proprietary documentary information furnished by one
party to the other party relating to the furnishing party or its parents, subsidiaries,
affiliates or portfolio companies which is not publicly available and which is identified
as confidential.
(b) The Company shall notify USI in writing of the identity of all information
disclosed by it orally to USI which the Company deems to be "Confidential
Information",
2. The to " Confidential Information" shall not be deemed to include information which,
(a)is now or hereafter becomes, through no act on the part oft a receiving party,generally
known or available; (b) is known by the receiving party at the time of receiving such
information as evidenced by its records; (c) is hereafter furnished to the receiving party by
a third party, as a matter of right and without restriction on disclosure; (d) is independently
developed by the receiving party without any breach of this Agreement; or (e) is the
subject of a written permission to disclose provided by the disclosing party.
3. USI may use such Confidential Information only for the purposes of assisting the Company
in obtaining an insurance program fort e Company and its affiliated entities.
4. Confidential Informations not be reproduced in any for or released to any third party
except as required to accomplish the intent o f t his Agreement. The Company understands
that UST will be providing copies of Confidential Information to insurers and underwriters
for their review in connection with the Company's proposed purchase of insurance. The
Company hereby consents to such use and disclosure of Confidential Information by US[
to third parties forte purposes described in this Section. The Company agrees that it will
not disclose USI's or product or processes generated in connection with the Company's
proposed purchase of insurance (such work product and processes als),.be4ngzon&idgr"---,--
"Confidential Information" under the terms of this Agreement) "OW16W MbRD
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changed, modified, waived, amended or supplemented except by a written instrument
signed by both parties.
10. Each party hereby acknowledges and agrees that in the event of any breach of this
Agreement by the other party, including without limitation, the actual or threatened
disclosure or unauthorized use of a disclosing party's Confidential Information without the
prior express written consent of the disclosing party, the disclosing party will suffer an
irreparable injury, such that no remedy at law will afford it adequate protection against, or
appropriate compensation for such injury. Accordingly, each party hereby agrees that the
other party shall be entitled to specific performance of the receiving party's obligations
under this Agreement, as well as such further relief as may be granted by a court of
competent jurisdiction.
11. The parties' rights and obligations under this Agreement will bind and inure to the benefit
of their respective successors, heirs executors and administrators and permitted assigns.
12. If any provision of this Agreement is found by a proper authority to be unenforceable, that
provision shall be severed and the remainder of this Agreement will continue in full force
and effect.
13. Any notices required or permitted hereunder shall be given to the appropriate party at the
address specified below or at such other address as the party shall specify in writing. Such
notice shall be deemed given (a) upon personal delivery, (b) if sent by overnight courier
(with signature required), on the next normal business day after the mailing thereof, or (c)
if sent by certified or registered mail, postage prepaid, three (3) days after the date of the
mailing.
OFFICUIL RECORD
14. Each party agrees that electronically reproduced signatures sent via facsim le
have the same legal effect as original signatures and may be used as evide ce`"o exe �6
h ' 01]!�
of this Agreement. 71 WORTHJX
AGREED TO: AGREED TO:
�k,1..tw, - -f I, aj eI USI Southwest
;Company) (US[)
N t 1' Brandon Robinson
(By)
(Print Name) (Print Name)
..-_ Benefits Consultant "
(Title _99_ (Title) �V�1„•
1445 Ross Avenue Dallas, T"X 75 ) 8
.,......
(Address) (Address)
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