HomeMy WebLinkAboutContract 42313 CITY SECRETARY
MUTUAL NON-DISCLOSURE AGREEMENT CONTRACT NQ. [4oZZ>�Z2
THIS AGREEMENT,effective as of August 31,2011,is between City of Fort Worth,with offices located at 1000 Throckmorton Street,Fort
Worth,Texas 706102 on its own behalf and on behalf of any affiliate disclosing Confidential Information hereunder("Company"),and AT&T
Corp.,a New York corporation, with offices located at One AT&T Way,Bedminster,NJ 07921„on its own behalf and on behalf of any
affiliate disclosing Confidential Information hereunder("AT&T").
WHEREAS, the parties desire to enter into negotiations and other communications regarding the provision of products and/or services
by AT&T to Company(the"Purpose");and
WHEREAS, in the course of such negotiations or communications, each party may disclose to and/or receive from the other party
certain information that is proprietary,secret and/or confidential to the disclosing party or its affiliates(collectively, the"Discloser"), including
usage data, pricing and financial data, end-user customer information, network designs, analyses, business plans, forecasts, plans and
specifications of any product or service, drawings, software, data, prototypes, or other business and/or technical information ("Confidential
Information").
NOW,THEREFORE,the parties agree as follows:
1. The party receiving Confidential Information (the"Recipient")(i) shall use such Confidential Information only for the Purpose; (ii) shall
reproduce such Confidential Information only to the extent necessary for the Purpose; (iii) shall restrict disclosure of such Confidential
Information to its and its affiliates'employees and agents who need to know such Confidential Information to carry out the Purpose and who
are not direct competitors of the Discloser(and require such employees and agents to undertake confidentiality and use obligations at least
as restrictive as those Recipient assumes herein); (iv)shall not disclose such Confidential Information to any other party without prior written
approval of Discloser; and (v) shall protect such Confidential Information with at least the same degree of care as it normally exercises to
protect its own proprietary information of a similar nature, which shall be no less than reasonable care. If Recipient discloses Confidential
Information to an employee, affiliate, or other person in accordance with the terms of this Agreement, any subsequent disclosure or use of
such Confidential Information by such employee, affiliate, or other person shall be deemed a disclosure or use by Recipient and Recipient
shall be responsible for such disclosure or use.
2. The restrictions on use and disclosure of Confidential Information shall not apply unless such Confidential Information,when in tangible,
electronic or viewable form is marked confidential or proprietary by Discloser, or when disclosed only orally is both identified as confidential
or proprietary at the time of disclosure and summarized in a writing so marked and provided to Recipient within thirty(30)days following the
oral disclosure;except that any unmarked material and any verbally disclosed information that Recipient knows or reasonably should know
to contain Confidential Information of the Discloser and all written or oral pricing and contract proposals exchanged between the parties shall
be subject to the use and disclosure restrictions of this Agreement. Within the 30-day period referenced above,all Confidential Information
communicated only orally shall be subject to the use and disclosure restrictions of this Agreement.
3. The restrictions on the use or disclosure of Confidential Information shall not apply to any information:
a. Which is independently developed by the Recipient as evidenced by documentation in such party's possession;or
b. Which is lawfully received from another source free of restriction and without breach of this Agreement by the Recipient;or
c. After it has become generally available to the public without breach of this Agreement by the Recipient;or
d. Which at the time of disclosure to the Recipient was known to the Recipient free of restriction as evidenced by documentation in
such party's possession;or
e. Which the Discloser agrees in writing is free of such restrictions;or
f. Is required to be disclosed pursuant to law,rule,regulation or court order.
4. No license under any intellectual property right is either granted or implied by this Agreement or the conveying of Confidential
Information to Recipient hereunder. Discloser makes no representations, warranties, assurances, guarantees or inducements of any kind,
and,in particular,with respect to the non-infringement of any intellectual property rights,or other rights of third persons or of Discloser.
5. Neither this Agreement nor the disclosure or receipt of Confidential Information hereunder shall constitute or imply any promise or
intention by either party to enter into any transaction or business relationship, nor is it an inducement for either party or its affiliated
companies to spend funds or resources or purchase or provide products or services, nor is it any commitment by either party or its affiliated
companies with respect to the present or future marketing of any product or service. No such agreement will be binding unless and until
stated in a separate writing signed by authorized representatives of both parties.
6. Each party agrees not to announce or disclose to any other person (other than persons described i1F79&cion41(iii), aboyp 11
participation in discussions concerning the Purpose, the Confidential Information or the nature of any such discu+0$JNbdIA4r9�`
the prior written approval of the other party. All Confidential Information furnished hereunder shall be returned or Pst�q y01 u o�"OY
request or upon Recipient's determination that it no longer has a need for such Confidential Information,except th� iPi�nfs'fe al counsel
may retain one copy in counsel's files solely to provide a record of such Confidential Information for archival purposes. FT. v::1
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7. The restrictions on use and disclosure of Confidential Information disclosed hereunder shall survive for a period of three(3)years from
the date of last disclosure of any such Confidential Information (except in the case of software, for an indefinite period). This Agreement
shall remain in effect until (1)ninety(90)days following the date of last disclosure; (2)thirty(30)days following written notice of termination
from one party to the others; or(3) upon the thirty(30)days following written notice of termination from one party to the other or upon the
execution by the parties of a service agreement for AT&T's provision of products and/or services to Company containing confidentiality
provisions governing the Confidential Information,whichever occurs first.
8. This Agreement shall not be construed to limit either party's right to independently develop or acquire products or services without use
of the other party's Confidential Information.
9. The restrictions on disclosure of Confidential Information under this Agreement shall not preclude Recipient, on the advice of counsel,
from complying with applicable law, regulation,other governmental requirement or other demand under lawful process, including a discovery
request in a civil litigation. Unless prohibited by such law,regulation,other governmental requirement or other demand under lawful process,
Recipient shall provide Discloser notice of the required disclosure and shall cooperate with Discloser, at Discloser's expense, in seeking
reasonable protective arrangements. In no event shall Recipient be required to take any action which,on the advice of Recipient's counsel,
could result in the imposition of any sanctions or other penalties by a court or government body.
10. Neither party has any obligation to disclose Confidential Information to the other. Either party may, at any time: (i) cease giving
Confidential Information to the other party without any liability,or(ii)request in writing return of Confidential Information previously disclosed.
11. Recipient acknowledges that Confidential Information provided under this Agreement maybe subject to U.S.export laws or regulations.
Recipient shall not use, distribute, transfer or transmit Confidential Information (even if incorporated into products, software or other
information) except in compliance with such laws and regulations. If requested, Recipient shall sign written assurances and other export-
related documents as may be required to comply with such laws or regulations.
12. Each party agrees that all of its obligations undertaken herein as Recipient shall survive and continue after any termination of this
Agreement.
13. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed by duly
authorized representatives of each party.
14. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties. This
Agreement may not be assigned by one party without the other party's prior written consent.
15. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable,the remaining
provisions shall remain in full force and effect to the greatest extent permitted by law.
16. No forbearance, failure or delay in exercising any right, power or privilege is 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. This Agreement is binding upon
and inures to the benefit of the parties and their heirs, executors, legal and personal representatives, successors and assigns, as the case
may be.
17. This Agreement shall be governed by the laws of the State of Texas,U.S.A.without regard to its conflicts of law principles.
18. This Agreement constitutes the entire understanding between the parties as to the treatment of Confidential Information disclosed for
the Purpose and merges all prior discussion between them relating thereto. Each party has read this Agreement, and rstands it and agrees
to be bound by its terms and conditions. This Agreement may be executed in counterparts,each of which shall be d eo RW0 090RD
all of which taken together shall constitute one single agreement between the parties. Signatures exchanged by facsi it
means are effective for all purposes hereunder to the same extent as original signatures. e
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IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first set forth above.
City of Fort orth AT&T
By: By: O-000000poo�O���
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