HomeMy WebLinkAboutContract 32034 CITY SECRETARY '
CONTRACT NO.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered
into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal
corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and
through Richard Zavala, its duly authorized Assistant City Manager, and CHECK POINT
Software Technologies, INC. ("Consultant") a Delaware corporation.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services to
assist staff with troubleshooting and optimizing Check Point Software Technologies Cluster XL
and Firewall-1. Attached hereto and incorporated for all purposes incident to this Agreement
is Exhibit A describing the Scope of Work.
2. TERM.
This Agreement shall commence upon the date that both the City and Consultant have
executed this Agreement ("Effective Date") and shall continue in full force and effect until
terminated in accordance with the provisions of this Agreement or when the City provides
Consultant with written notice that Consultant has fulfilled its obligations under this Agreement
and that Consultant's services are no longer required. Check Point is to provide three (3) days
of consulting services.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $6,000.00 in accordance with
the provisions of this Agreement. Consultant shall not perform any additional services for the
City not specified by this Agreement Unless the City requests and approves in writing the
additional costs for such services. The City shall not be liable for any additional expenses of
Consultant not specified by this Agreement unless the City first approves such expenses in
writing.
4. TERMINATION.
In the event that this Agreement is terminated prior to the Expiration Date, the City
shall pay Consultant for services actually rendered as of the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in
writing of any existing or potential conflicts of interest related to Consultant's services and
proposed services with respect to the Scope of Services. In the event that any conflicts of
interest arise after the Effective Date of this Agreement, Consultant hereby agrees
immediately to make full disclosure to the City in writing. Consultant, for itself and its officers,
agents and employees, further agrees that it shall treat all information provided to it by the City
as confidential and shall not disclose any such information to a third party without,the prior
written approval of the City. Consultant's obligations to keep City information confidential is
specifically set forth in Exhibit "B," Non Disclosure Agreement, which is attached hereto and
incorporated for all purposes incident to this Agreement.
6. RIGHT TO AUDIT[BOHII.
Consultant agrees that the City shall, until the expiration of three (3) years after final
payment under this contract, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the consultant involving
transactions relating to this Contract. Consultant agrees that the City shall have access
during normal working hours to all necessary Consultant facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. The City shall give Consultant reasonable advance notice of
intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Consultant shall have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors and subcontractors. Consultant acknowledges that the
doctrine of respondeat superior shall not apply as between the City, its officers, agents,
servants and employees, and Consultant, its officers, agents, employees, servants,
contractors and subcontractors. Consultant further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
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9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants such consent, the
assignee or subcontractor shall execute a written agreement with the City under which the
assignee or subcontractor agrees to be bound by the duties and obligations of Consultant
under this Agreement.
10. INSURANCE[cs21[sDH3J.
Consultant shall provide the City with certificate(s) of insurance documenting policies of
the following minimum coverage limits that are to be in effect prior to commencement of any
work pursuant to this Agreement:
10.1 Coverage and Limits
Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Property damage
$500,000 Bodily injury per person per occurrence
Coverage shall be on any vehicle used by the Consultant, its employees,
agents, representatives in the course of the providing services under this
Agreement. "Any vehicle" shall be any vehicle owned, hired and non-
owned
Worker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent
with statutory benefits outlined in the Texas workers' Compensation Act (Art.
8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for
Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily
injury disease policy limit and $100,000 per disease per employee
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10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to the City prior to Consultant proceeding
with any work pursuant to this Agreement. All policies shall be endorsed to
name the City as an additional insured thereon, as its interests may appear. The
term City shall include its employees, officers, officials, agent, and volunteers in
respect to the contracted services. Any failure on the part of the City to request
required insurance documentation shall not constitute a waiver of the insurance
requirement. A minimum of thirty (30 ) days notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days notice shall be
acceptable in the event of non-payment of premium. Such terms shall be
endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk
Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,
with copies to the City Attorney at the same address.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws,
ordinances, rules or regulations, Consultant shall immediately desist from and correct the
violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and
successors in interest, as part of the consideration herein, agrees that in the performance of
Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. If any
claim arises from an alleged violation of this non-discrimination covenant by Consultant, its
personal representatives, assigns, subcontractors or successors in interest, Consultant agrees
to assume such liability and to indemnify and defend the City and hold the City harmless from
such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation
of the transmission, or (3) received by the other party by United States Mail, registered, return
receipt requested, addressed as follows:
To THE CITY: To CONSULTANT:
City of Fort Worth/IT Solutions Check Point
1000 Throckmorton 800 Bridge Parkway
Fort Worth TX 76102-6311 Redwood City, CA 94065
Attn: General Counsel
Facsimile: (817) 392-8654 Facsimile: 650.628.2164
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally
a period of one year after its termination, solicit for employment, whether as employee or
independent contractor, any person who is or has been employed by the other during the term
of this agreement, without the prior written consent of the person's employer.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive
or surrender any of its governmental powers.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver
of the City's or Consultant's respective right to insist upon appropriate performance or to assert
any such right on any future occasion.
17. CONSTRUCTION.
This Agreement shall be construed in accordance with the internal laws of the State of
Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or
the United States District Court for the Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties
and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control
(force majeure), including, but not limited to, compliance with any government law, ordinance
or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters,
wars, riots, material or labor restrictions by any governmental authority, transportation
problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities axa-4G-be
resolved against the drafting party shall not be employed in the interpretation of this Agreement
or exhibits hereto.
22. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and
agreement between the City and Consultant, their assigns and successors in interest, as to
the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this Agreement.
' �(V WITNESS W EREOF, the parties hereto have executed this Agreement in multiples
this (4ti1 day of , 200 .
CITY OF FORT WORTH: CHECK P SOFTWARE
TECHNOLO
By: t:s�;Q� Shawvn ger
ssistant City Manage Profess' nal rvices Project Manager
ATTE T:
By: y "t�,"
City Secretary
APPROVED AS TO FORM AND
LEGALITY-
B,
Assista t City Attorney
NO M&C REQ!uRE.D
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Exhibit "A"
Check Point Check Point Professional Services
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Proposal M FW060805
S-,e th,Int,t
Proposal Date: June 8, 2005
Engagement Overview
City of Fort Worth requires an expert resource on-site to assist their staff in troubleshooting and optimizing
Check Point Software Technologies ClusterXL and FireWall-1. This document provides a Statement of Work
and quotation for Professional Services as requested by City of Fort Worth.
Description and Scope
This service will consist of three (3) days on-site by an expert resource provided by Check Point Software
Technologies to assist City of Fort Worth with troubleshooting, configuration, and optimization of Check Point
Software Technologies ClusterXL and FireWall-1.
The Check Point expert will work on-site at the City of Fort Worth facility and will report directly to a designated
City of Fort Worth representative whose primary responsibilities are with the security infrastructure. When
assigned to City of Fort Worth, the Check Point expert will be available to assist City of Fort Worth with
issues relating to troubleshooting, configuration, and optimization of Check Point Software Technologies
ClusterXL and FireWall-1.
This engagement will be performed contiguously from a date to be agreed upon and will be inclusive of Check
Point holidays, vacations or any other work stoppage agreed upon by both parties.
Tasks
During the Three (3) day engagement, Check Point will perform the following activities:
• Review and Troubleshoot specific issues regarding Check Point Software Products to include:
• Problem on Cluster XL (SecurePlatform): Cannot push Policy on either firewall when both nodes are
up
• Sic communication error on FireWall
• External interface on FireWall is generating duplicate IP address on 12.181.197.0/24 network and
causing VPN server to shut down
• Alteon FireWall cannot connect to the SmartCenter log server
• Optimization: Recommendations and/or changes where appropriate to optimize the performance of Check
Point Software Products
This service will be performed contiguously from a date to be agreed upon and will be inclusive of Check Point
holidays, vacations or any other work stoppage agreed upon by both parties.
Deliverables
• Consultation and design
• Optimization and configuration of Check Point Software Technologies products
Pre-engagement Phone Interview
Prior to delivering this service, Check Point and City of Fort Worth will conduct a phone interview with the
customer and/or reseller to review the system environment and application requirements. The purpose of this
interview is to ensure all site preparation activities are complete as well as to ensure the proposed solution and
configuration meets the customer's requirements and is within the specifications of Check Point Software
Technologies products and corresponding security applications.
41
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Check Point Confidential Page 1 of 3 Statement of Work-FW060805
Check-Point Check Point Professional Services
OQ Proposal #: FW060805
S—e t�Int-
Proposal Date: June 8, 2005
Customer Responsibilities
The following prerequisites are required to be completed prior to Check Point Professional Services
commencing this Statement of Work.
• Provide individual workspace with phone and network access that provides access to systems that are
required to perform the assigned job functions.
• Provide the Check Point expert the necessary means to communicate with Check Point Software
Technologies. (The use of this connection will be for secure access for internal Check Point Software
Technologies email, research for troubleshooting, opening and working with service requests, etc.)
• Provide access to the documentation, or personnel, who have knowledge of the Check Point Software
Technologies configuration as well as the OS configuration.
• Coordinate all physical access to facilities (security badges, parking, etc.)
• Compete site preparation, including all related network and electrical cabling, equipment placement and
mounting in compliance with product specifications, and all appropriate IP addresses
• Provide a network diagram showing all devices relating to the Check Point product
• Appropriate product licenses and support agreements
• Signed Statement of Work and corresponding Purchase Order
If assistance is required, please contact Check Point prior to the scheduled date of commencement.
Price:
The following pricing details apply:
Qty SKILI Description Price Extended Price
3 CPTS-PRO-CON-DAILY Daily Consulting Rate $2,000 $6,000
Sub-Total $6,000
1 OPTS-PRO-TE Travel and Business Related Expenses Billed at Actual Billed at Actual
• Any quotes you may receive,whether verbal or otherwise,for the number of days required to perform a task are given as a guide for
budgeting purposes and are not meant to be a guarantee for the amount of time required to perform your project or guarantee
deployment success.
• If additional time is required to complete this service,Check Point may invoice City of Fort Worth on a per day basis at the Check Point
On-Site Daily Consulting Rate of$2000,plus additional travel and living expenses.
• Travel and expenses will be billed at the actual amount accrued and will conform to Check Point Software Technologies travel
expense policy and procedure. A travel expense report will be provided upon request. Emergency deployment may incur additional
charges. Upon termination or cancellation of these Services by Customer, Customer shall be responsible for any non-cancelable
Travel and Business Related Expenses incurred by Check Point.
• A day of work is defined as any regular weekday work performed between the local hours of Sam—Spm. Weekends,holidays and
work performed outside the defined workday can be accommodated through appropriate mutual schedule flexibility. Unless otherwise
specified,weekend work is billed at"time and a half'and holiday work is billed at"double time"rates.
• This proposal is valid for 15(fifteen)calendar days from the above noted Proposal Date.
• Pricing for training provides the instructor and the courseware for the students. The customer is responsible for providing the training
facility and the provisioning and setup of the entire HW/SW/OS classroom environment to include a projector for presentations.
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Check Point Confidential Page 2 of 3 Statement of Work-FW060805
Cluck Print Check Point Professional Services
Proposal#: FW060805
Proposal Date: June 8, 2005
This Statement of Work has been agreed to by the parties hereto:
To confirm the scope and selected dates, please fax a signed copy of this quotation along with an authorized
purchase order to: Check Point Software Technologies, attention Shawn Mininger,`FAX#817-606-6552. The
final invoice will be sent to City of Fort Worth.
Prepared by: c ed b
Shawn M Mininger
(By) tv0 .zed sic t�je) `,
Professional Services Project Manager s (�F LL)LQ L C—CI.,.L�o—a
(Title) ri ted Na
June 8, 2005
(Title)
APROVED AS TO PORN AND LEGALITY: � � � U
- -
(Purchase Order Number
Assistant Ci Attorney
on i en la norma Ion
This document may contain confidential and/or proprietary information, and is intended only for the
person/entity to which it was originally addressed. The content of this document may contain private views and
opinions, which do not constitute a formal disclosure or commitment unless specifically stated.
Terms and Conditions:
1 Check Point represents it will perform all services in a professional manner and in accordance with industry standards.
2. The stated estimate of travel and business related expenses is provided for budgeting purposes and are only guidelines. Travel and
expenses will be billed at the actual amount accrued and will conform to Check Point Software Technologies travel expense policy and
procedure. A travel expense report will be provided upon request.
3. (IF THIS APPLIES)The above special pricing is predicated on the flexible approach that Check Point will rotate resources assigned
from time to time but we will provide several days overlap/transition when that takes place. During the times we rotate the on-site
resource,we will be sure to have the departing resource and the incoming resource both on-site for several days to ensure a smooth
transition.
4. A time sheet will be kept by the resource and signed by a representative of the customer. No Check Point Software Professional
Services representative is expected to work more than 10 consecutive hours.
5. Any quotations you may have received,whether verbal or otherwise,for the number of days required to perform a task were given as a
tool for budgeting purposes and are not meant to be a guarantee for the amount of time required to perform your project.
6. Our area of expertise is security. We would like to ensure you continue to receive the highest level of service in that arena. We ask
that you not task our resources with work outside of that field.
7. Should any situation or development occur that will drastically change the project scope and resulting estimated cost for Check Point
Professional Services during the course of your project,the Check Point project manager will advise the Account. Account and Check
Point shall agree on a course of action to deal with the situation.
8. Invoices are due and payable within thirty(30)days after receipt thereof.
9. The scope of this quote is service delivery only.Nothing in this quotation extends any warranties with regard to the products of Check
Point Software Technologies,the customer infrastructure or infrastructure security.
10. Warranties,Disclaimers and Limitation of Liability. Warranties. Check Point represents and warrants that all services and
deliverables rendered pursuant to this agreement shall be provided by Check Point in a professional,effective and efficient manner
that equals the then current industry standard for such services and deliverables.EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT,CHECK POINT MAKES NO WARRANTIES OF ANY KIND OR NATURE,WHETHER EXPRESS OR IMPLIED,
INCLUDING,BUT NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability.NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE,CHECK POINT WILL IN
NO EVENT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
NEGLIGENCE,STRICT LIABILITY OR OTHER LEGAL,CONTRACTUAL OR EQUITABLE THEORY FOR: (1)ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN
ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES;OR(ii)DAMAGES FOR LOST PROFITS OR LOST DATA;OR(111)COST
OF PROCUREMENT OF SUBSTITUTE GOODS,TECHNOLOGY OR SERVICES. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITATION OF LIABILITY OR
LIMITED REMEDY,CHECK POINT'S ENTIRE AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR
THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY(WHETHER IN CONTRACT,TORT,INDEMNITY OR
OTHERWISE SHALL BE LIMITED TO THE AMOUNTS RECEIVED BY CHECK POINT UNDER THIS AGREEMENT FOR A CLAIM
PURSUANT TO A PARTICULAR PROJECT UNDER THIS AGREEMENT THAT CAUSED THE LIABILITY.
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Check Point Confidential Page 3 of 3 Stateme t of4oiit}L� '�o
EXHIBIT B
Non-Disclosure Agreement
This is an agreement between City of Fort Worth ("City") located in Fort Worth, Texas, Tarrant
County, USA and Check Point Software Technologies, Inc. ("Recipient") located in: 800 Bridge
Parkway, Redwood City, California 94065. It is hereby acknowledged, agreed and understood,
that by entering into this Agreement, the City may be disclosing confidential and proprietary
information of a technical or commercial nature for certain technical, business, or other
purposes, and CITY would not make such disclosures without Recipient's agreement to
maintain confidential treatment of such information. It is understood that confidential
information, products, and source code provided by CITY may be the property of CITY partners
as well as of CITY, itself. Therefore, the parties agree as follows:
1. Recipient, for a period of three (3) years, will not disclose or use any business, sales,
pricing, and/or technical information from City designated orally or in writing as
"Confidential" or "Proprietary" or in like words, or information that is made confidential by
law, without the prior written consent of CITY and then only to the extent specified in
such consent. Confidential Information may not be copied by Recipient. Recipient
agrees to treat Confidential Information as it would its own Confidential Information and
to disseminate it within its own organization only to the extent necessary for the
purposes for which it has been provided and only to Recipient's employees or
consultants who are bound to maintain its confidentiality. Orally disclosed Confidential
Information must be so identified at the time and City must deliver to the Recipient a
written summary of it within thirty (30) days.
2. Such restrictions on use or disclosure of Confidential Information described in
Paragraph 1 do not extend to any information which (i) is publicly known at the time of
its disclosure (ii) is lawfully received from a third party and the recipient reasonably
believed that the third party was not bound in a confidential relationship to City (iii) is
published or otherwise made known to the public by City (iv) is independently developed
by Recipient or Subsidiary of the Recipient without using Confidential Information of City
or (v) is required to be disclosed pursuant to a court order, duly authorized subpoena, or
governmental authority. In such cases, notice must be provided to City prior to such
disclosure.
3. Products provided to Recipient for purposes of evaluation shall be considered the same
as Confidential Information, except that one copy of each may be installed and tested.
Recipient agrees that Product software, copyrights, and all other proprietary rights
remain the property of their lawful owners. If applicable, recipient agrees to the
DISCLAIMER OF WARRANTY in the City license agreement. In particular, Recipient
assumes all responsibility for damage or injury occurring due to Product evaluation. At
the end of the evaluation period, Recipient agrees to either sign the City license and
source code agreements and purchase the Products, or to return the Products to City
and erase any copies made.
4. Upon request by City, Recipient shall return all media on which it was received, with a
letter confirming that the Confidential Information has in no way been reproduced or
copied or that all copies have been returned. The obligations of this Agreement expire
five (5) years after the date of execution.
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5. This agreement shall be binding on the parties and their successors and assigns, shall
be governed by the laws of Texas, and shall remain effective with respect to any
Confidential Information which is disclosed by City within one year of the date of
execution unless either party notifies the other that subsequent disclosures are not to be
included within the terms of this agreement.
6. This agreement specifically prohibits the Recipient from granting any access to City-
provided Products and source code to any third party. The Recipient is solely
responsible to protect access to City-provided source code against any third party while
the source code is in the Recipient's possession.
7. The Recipient shall not distribute any code in any form that was in all or part derived
from any CITY- provided source code or Products, unless Recipient purchases Product
licenses.
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