HomeMy WebLinkAboutContracts & Agreements_31-2007_CCv0001.pdf CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement dated February 20, 2007 is made by and between
the City of Redlands, a municipal corporation(hereinafter called"City") and C-7
Reporting Solutions (hereinafter"C-7"). The City and C-7 are sometimes referred to
herein individually as a"Party"and, together, as the"Parties."
WHEREAS, the City is interested in soliciting proposals from companies for the
conversion of its Permit Tracking System Data from the City's existing General
Automation R91 database to a Raining Data D') database (the"Conversion"): and
WHEREAS,prior to engaging the services of a company to perform the
conversion, the City has requested that a"Proof of Concept"be performed to demonstrate
that the Conversion can be successfully accomplished; and
WHEREAS, C-7 has indicated to the City its willingness to undertake the"Proof
of Concept,"at no cost to the City,to demonstrate that the Conversation can successfully
be accomplished; and
WHERAS, undertaking the work associated with the "Proof of Concept,"and any
other subsequent work performed by C-7 (whether free of cost under a"Proof of
Concept"or pursuant to subsequent contract with the City), may allow persons other than
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the City's employees to view information the City deems confidential (the"Confidential
Information"); and
WHEREAS, the Parties wish to safeguard the confidentiality of the Confidential
Information that City will make available to C-7 as part of the"Proof of Concept;"
NOW THEREFORE, in consideration of the mutual promises contained herein.
the Parties agree as follows:
1. As used herein, the term "Confidential Information"means all electronic and
written documents or information, and any copies thereof, disclosed to C-7 in connection
with C-7s performance of any"Proof of Concept"or subsequent work performed by C-7
for the City, which information includes, but is not limited to, financial information,
operational data, customer information, computer programs, and any part or components
thereof.
2. The term"City,"as used in this Agreement, shall include all subsidiaries and
divisions of the City of Redlands.
3. C-7 agrees that all Confidential Information shall remain the sole and exclusive
property of the City, and that nothing contained herein shall be considered as granting C-
7 any rights with respect to the Confidential Information. C-7 shall use reasonable and
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customary care to hold all Confidential Information disclosed to it in confidence and shall
not disclose any such Confidential Information to any other person or .entity
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4. The term"Confidential Information" does not include information which(i) is or
becomes part of the public knowledge through no fault of C-7 after disclosure by the City
to C-7 (ii)was lawfully received by C-7 from an independent third party without any
breach of confidentiality by that third party and without breach of this Agreement or(iii)
is subject to disclosure by law or by legal obligation..
5. This Confidentiality Agreement shall be governed by and construed in accordance
with the laws of the state of California.
6. In the event any action is commenced to enforce or interpret any term, or condition
of this Agreement the prevailing Party in such action, in addition to costs and any other
relief, shall be entitled to recover its reasonable attorneys' fees, including fees for the use
of in-house counsel by a Party.
7. This Agreement contains the entire Agreement of the Parties, and supersedes any
prior written or oral agreements between them concerning the subject matter contained
herein. There are no representations, agreements, arrangements, or understandings, oral or
written, between the Parties relating to the subject matter contained in this Agreement which
are not fully expressed herein.
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8. C-7 shall defend. indemnify and hold harmless the City and its elected officials,
officers and employees from and against any and all claims, losses, damages and causes
of action for personal property damage and bodily injury, including death, that may result
from or arise in connection with any negligent or intentionally wrongful act or omission
of C-7 in carrying out its respective rights and obligations under this Agreement.
IN WITNESS WHEREOF the Parties have caused this Confidentiality Agreement
to be executed by their duly authorized representatives as of the date and year first above
written.
City of Redlands C-7 R,eplrti Solutions
n Harriso ayor B -L ristensen
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Title:
Attest:
city/Clerk
L/
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