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HomeMy WebLinkAboutGrist Security Consulting - Mutual Non-Disclosure Agreement Mutual Non-DisclosureAgreement Mutual Non-Disclosure Agreement This Agreement (the "Agreement") is made and entered into as of the date it is fully executed by both parties (the "Effective Date"), by and between Grist Security Consulting, an S Corporation with its principal place of business at 80 Woodland Road, North Smithfield, RI 02896 ("Consultant") and the City of Yakima, Washington, a municipal corporation organized under the laws of the State of Washington, with its principal place of business at 129 N. Second Street, Yakima, WA 98901 ("Participant"). Consultant is in the business of Security Consulting, and Participant City of Yakima is a city which is a municipal corporation organized under the laws of the State of Washington. In order to pursue the mutual business purpose specified in Exhibit A (the "Business Purpose"), Participant and Consultant recognize that there is a need to disclose to one another certain confidential agreement of each party to be used only for the Business Purpose and to protect such confidential information from unauthorized use and disclosure. In consideration of the other party's disclosure of such information, each party agrees as follows: 1. This Agreement will apply to all confidential and proprietary information disclosed by one party to the other party, including information listed in Exhibit A and other information which the disclosing party identifies in writing as confidential before or within thirty (30) days after disclosure to the receiving party ("Confidential Information"). 2. Each party agrees: (i) To hold the other party's Confidential Information in strict confidence, except as required to be produced by the Washington Public Records Act (RCW Chapter 42.56) or by law. (ii) Not to disclose such Confidential Information to any third parties, except as required to be produced by the Washington Public Records Act (RCW Chapter 42.56) or by law. (iii) Not to use any Confidential Information for any purpose except for the Business Purpose, except as required to be produced by the Washington Public Records Act (RCW 42.56 RCW) or by law. Each party may disclose the other party's Confidential Information to its responsible employees with a bona fide need to know, but only to the extent necessary to carry out the Business Purpose. Each party agrees to instruct all such employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of the disclosing party. The standard of care to be exercised by the received party to meet the obligations set forth in this Section shall be the standard exercised by the receiving party with respect to its own proprietary information of a similar nature, but in no event less than reasonable due care. (iv) Participant the City of Yakima is required by law to comply with the Washington State Public Records Act ("PRA"), Chapter 42.56 RCW. All 1 ' Page Mutual Non-Disclosure Agreement records relating to Consultant's services under this Mutual Non-Disclosure Agreement must be made available to the City, and also produced to third parties, if required, pursuant to the PRA or by law. All determinations of records subject to release under the PRA, or as otherwise required by law, shall be at the sole discretion of the City. This Mutual Non-Disclosure Agreement and all public documents associated with the services provided by Consultant shall be available to the City for inspection and copying by the public where required by the PRA or other law, to the extent that public records in the custody of Consultant are needed for the City to respond to a request under the PRA, subpoena, or Court Order, as determined by the City. If Consultant considers any portion of any records provided to the City under the Agreement between the Parties and/or this Mutual Non-Disclosure Agreement, whether in electronic or hard copy form, to be protected from disclosure under law, Consultant shall clearly identify any specific information that it claims to be confidential or proprietary. If the City receives a request under the PRA, a subpoena, a Court Order, or other law to inspect or copy the information so identified, and determines that the release of the information is required or otherwise appropriate, the City's sole obligation shall be to notify Consultant of the request and the date such information will be released to the requestor unless Consultant obtains a court order to enjoin the release, pursuant to RCW 42.56.450 or other law. If Consultant fails to timely obtain a court order enjoining disclosure, the City will release the requested information on the date specified. The City has, and by this section assumes, no obligation on behalf of Consultant to claim any exemption for disclosure under the PRA or other law. The City shall not be liable to Consultant for releasing records not clearly identified by Consultant as confidential or proprietary. The City shall not be liable to Consultant for any records that the City releases in compliance with the PRA, a subpoena, in compliance with an order of a court of competent jurisdiction, or this section. 3. Confidential Information will not include information which: (i) Is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public; (ii) Was required by the receiving party before receiving such information from the disclosing party and without restriction as to its use or disclosure; (iii) Is hereafter rightfully furnished to the receiving party by a third party,without restriction as to use or disclosure; (iv) Is information which the receiving party can document was independently developed by the receiving party; (v) Is disclosed with the prior written consent of the disclosing party. 4. Upon the disclosing party's request, the receiving party will promptly return to the disclosing party all tangible items containing or consisting of the disclosing party's Confidential Information and all copies thereof. 2IPage Mutual Non-DisclosureAgreement 5. Each party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights or licenses to the receiving party, by license or otherwise, to any of the disclosing party's Confidential Information except as specified in this Agreement. 6. Each party acknowledges that all of the disclosing party's Confidential Information is owned solely by the disclosing party (or its licensors and/or other vendors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. 7. This Agreement will be construed, interpreted and applied in accordance with the laws of the State of Washington. This Agreement and Exhibit A attached hereto are the complete and exclusive statement regarding the subject matter of this Agreement and supersede all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. This Agreement will remain in effect for five (5) years from the date of the last disclosure of Confidential Information, at which time it will terminate. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers or representatives. NAME OF CONSULTANT LICENSEE, CITY OF YAKIMA By: By: Cli Moor Title: President - GSC Title: City Manager Date: 10/24/18 Date: (U .'' - II ATTEST: 414 (1/00 Sonya .la a-Tee, City lerk ` - `` a .,(�. CITY CONTRACT NO: 70/25 ' -_ RESOLUTION NO: ifr 3 I P a g e Mutual Non-DisclosureAgreement Exhibit A Business of Participant: Software Application Development Business Purpose: The Business Purpose applies to the development of custom software applications and the managing of software application development projects. NAME OF CONSULTANT . LICENSEE, CITY OF YAKIMA By: By: Cliff oor Title: President - GSC Title: City Manager Date: 10/24/18 Date: le r3 4IPage