HomeMy WebLinkAboutContracts & Agreements_13-2013_CCv0001.pdf NON-DISCLOSURE AGREEMENT
This confidentiality and non-disclosure agreement (the "Agreement") is made and entered
into as of this 5th day of February, 2013 ("Effective Date"), by and between ClientFirst
Technology Consulting("Recipient") and the City of Redlands ("City").
City and Recipient intend to engage in discussions with respect to Recipient's provision of
information technology services to City(the "Transaction"). In the course of such discussions, it
is anticipated that City will disclose or deliver to Recipient, non-public, confidential or
proprietary, technical, business security information. In consideration of the mutual promises
and covenants contained in this Agreement, the parties hereto agree as follows:
1. Confidential Information
(a) "Confidential Information" means all information that City furnishes, or otherwise
makes available,to Recipient with respect to the Transaction, whether before or after the date of
this Agreement, and whether oral, written or electronic, together with any reports, analyses,
compilations, memoranda, notes, studies and any other written or electronic materials prepared
by or for Recipient. "Confidential Information" includes, without limitation, information relating
to City services, City business policies or practices, management and security systems, and
information received from others that City is obligated to treat as confidential.
(b) Confidential Information shall not include that information defined as Confidential
Information above that Recipient can conclusively establish: (i) is or subsequently becomes
publicly available without Recipient's breach of any obligation owed to City, (ii) became known
to Recipient prior to City's disclosure of such information to Recipient; (iii) became known to
Recipient from a source other than City other than by the breach of an obligation of
confidentiality owed to City; or(iv) is independently developed by Recipient.
2. Restrictions
(a) Recipient shall not disclose any Confidential Information to any third parties.
However, Recipient may disclose Confidential Information in accordance with judicial or other
governmental order,provided Recipient shall give City reasonable notice prior to such disclosure
and shall comply with any applicable protective order or equivalent. In the event a protective
order or other remedy is not obtained by City, Recipient may only furnish that portion of the
Confidential Information which, in the opinion of Recipient's counsel, Recipient is legally
compelled to disclose and Recipient will exercise reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded any Confidential Information furnished.
(b) Recipient shall take reasonable security precautions, at least as great as the precautions
it takes to protect its own confidential information, to keep confidential the Confidential
Information. Recipient may disclose Confidential Information only to Recipient's employees on
a need-to-know basis. Recipient's employees shall be informed by Recipient of the confidential
nature of the Confidential Information and must agree to keep all Confidential Information
strictly confidential in accordance with this Agreement.
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(c) Confidential Information may be disclosed, reproduced, summarized or distributed only
as expressly provided hereunder. Recipient agrees to segregate all such Confidential Information
from the confidential information of others in order to prevent commingling.
3. Rights and Remedies
(a) Recipient shall notify City immediately upon discovery of any unauthorized use or
disclosure of Confidential Information, or any other breach of this Agreement by City, and will
cooperate with City in every reasonable way to help City regain possession of the Confidential
Information and prevent its further unauthorized use.
(b) Recipient shall immediately return all originals, copies, reproductions and summaries
of Confidential Information at City's request or, at City's option, destroy and certify destruction
of the same.
(c) Recipient acknowledges that monetary damages may not be a sufficient remedy for
unauthorized disclosure of Confidential Information and that City shall be entitled, without
waiving any other rights or remedies, to exercise any right, power or remedy available to City at
law or in equity. Such remedies may include, without limitation, the right to sue for specific
performance, injunctive relief and/or damages. No forbearance, failure or delay in exercising
any such right,power or remedy shall operate as a waiver thereof.
4. Miscellaneous
(a) All Confidential Information is and shall remain the property of City.
(b) The Confidential Information has been prepared for the purpose of Recipient's
provision of services to City relating to the Transaction. No representation is made by City as to
the accuracy or completeness of such information. City expressly disclaims any and all liability
for representations, expressed or implied, contained in, or for omissions from, the Confidential
Information and any other written or oral communication transmitted in connection herewith.
Nothing contained in the Confidential Information is, or should be relied upon as, a promise or
forecast of the future of City. In furnishing the Confidential Information, City does not undertake
any obligation to provide access to any additional information or to conduct any further
discussions with Recipient.
(c) All notices and other communications required or permitted under this Agreement
("Notices") must be in writing and (a) sent by certified mail, return receipt requested; or (b)
delivered by nationally recognized overnight delivery service providing evidence of the date of
delivery, with all charges prepaid, addressed to the appropriate party at its address indicated in
this Agreement. The Recipient or City each may change from time to time the address to which
Notices must be sent, by Notice given in accordance with this paragraph. All Notices given in
accordance with this paragraph will be deemed to have been given three (3) Business Days after
having been deposited in any mail depository regularly maintained by the United States postal
service, if sent by certified mail, or one (1) Business Day after having been deposited with a
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nationally recognized overnight delivery service, if sent by overnight delivery. "Business Day"
is defined as any day,other than a Saturday, a Sunday, a federal holiday.
(d) The parties each acknowledge that nothing herein (i) requires the disclosure of any
Confidential Information, which information shall be disclosed. if at all, in the sole and absolute
discretion of City, or (ii) requires either party to proceed with the Transaction except as may
otherwise be agreed in writing.
(e) This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and merges all prior discussions between them as Confidential Information.
It shall not be modified except by a written agreement dated subsequent to the date of this
Agreement and signed by both parties. None of the provisions of this Agreement shall be
deemed to have been waived by any act or acquiescence on the part of City, its agents, or
employees, but only by an instrument in writing signed by an authorized officer of City. No
waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or
of the same provision on another occasion.
(f) if either City or Recipient employs attorneys to enforce any rights arising out of or
relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys'
fees. This Agreement shall be construed and controlled by the laws of the State of California,
and Recipient ftuther consents to jurisdiction by the state and federal courts sitting in the State of
California. Process may be served on either party by U.S. Mail, postage prepaid, certified or
registered, return receipt requested, or by such other method as is authorized by the California
law.
(g) Subject to the limitations set forth in this Agreement, this Agreement will inure to the
benefit of and be binding upon the parties, their successors and assigns.
(h) 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF DLANDS CLIENTFIRST TECHNOLOGY
CONSULTING
By- By:
�
Pete Agin ar, yor out,Principal
Attest- 1181 California Avenue
Sam lrwin.eiiy Clerk Suite 101A
Corona, CA 92881
City of Redlands
P.O. Box 3005
Redlands,CA 92373-1505
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