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HomeMy WebLinkAboutDolan Consulting Group - Non-Disclosure Agreement Non-Disclosure Agreement This Non-Disclosure Agreement ("NDA") is between the City of Yakima ("City") and Dolan Consulting Group ("DCG"). 1. City has contracted with DCG for consulting services related to a review of the police department internal investigations unit, subject to the terms of this NDA. 2. Definitions. a. Authorized Users means employees, officials, and agents of the DCG whose access to Confidential Information is necessary to carry out the Permitted Purpose. b. Confidential Information means non-public information that City discloses to DCG under this NDA, in any form; information derived from non-public information or from information marked as private or confidential; Identifying Information, other than routine business contact information; and any other information that a reasonable person knows or should understand to be confidential. Confidential Information does not include information that is publicly available or known to DCG prior to its disclosure by City; is independently developed by DCG without reference or access to Confidential Information; or is lawfully obtained by DCG without restrictions on use or disclosure from a third party. c. Permitted Purpose means a use of City's information that is necessary to carry out DCG's duties in relation the provision of consulting services. d. Identifying Information means information that alone or in combination with other information could be used to identify or locate a person. 3. Scope. The restrictions on collection and disclosure of Confidential Information apply to information that DCG has received from City or has otherwise acquired for purposes of this NDA. 4. Confidential Information. a. Except in connection with the Permitted Purpose, DCG will not disclose Confidential Information without City's written permission, subject to 4(e) below. DCG will not use Confidential Information in any of its business operations except as needed for the Permitted Purpose and DCG will not use Confidential Information for any purpose except as authorized under this NDA or as required by law. DCG will limit access to Confidential Information to Authorized Users for the Permitted Purpose and will ensure that Authorized Users understand and comply with the provisions of this agreement applicable to Confidential Information. b. Except as authorized under this NDA, or an agreement incorporating this NDA by reference or to which the NDA is attached, DCG will not use Confidential Information for any personal benefit or corporate benefit or the benefit of another, nor publish, sell, license, distribute, or otherwise reveal Confidential Information. d. DCG may disclose Confidential Information if required by court order or law. If DCG is required to disclose Confidential Information by law, it will: (i) promptly notify City sufficiently in advance of disclosure; and (ii) disclose Confidential Information only to the extent allowed under a protective order or as necessary to comply with the law. e. If City instructs DCG to return Confidential Information, DCG will return it no more than five business days after receiving the instruction. 5. General rights and obligations. a. Law that applies;jurisdiction and venue. The laws of the State of Washington govern this NDA. b. Enforceability; severability. If any part of this NDA is unenforceable, City and DCG (or if they cannot agree, a court)will revise it so that it is enforceable. Even if no revision can be enforced, the rest of the NDA will remain in place. c. Intellectual property. This NDA does not give DCG any intellectual property ownership of or licenses to Confidential Information. f. Entire agreement. This NDA is the entire agreement between the City and DCG about disclosing Confidential Information in relation to the Permitted Purpose, except that if other contracts between DCG and City address Confidential Information,then those obligations remain in force for those contracts. g. Modifications. City and DCG can only modify this NDA in writing upon consent of both parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written below. CITY OF YAKIMA DOLAN CONSULTING GROUP, LLC BY '92"r°--- ctoria:der, it agar Matt Dolan, Director Date: f,�U d / Date: 02—6— 2 LI- ATTES : • .• h r i * 11 • BY �.,/. . .. .. to i �. ' :.. �1'•' Rosali da, Ibarra, City_Clerk kkx4SH114G� City Contract No.: a-0,9q