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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
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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.
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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
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