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Home My WebLink AboutContractCity of Renton NDA Page 1 of 3 09-28-21 clb (1728) City of Renton Non-Disclosure Agreement This NON-DISCLOSURE AGREEMENT (“Agreement”) is made and entered into as of June 6, 2022 (“Effective Date”) by and between CITY OF RENTON, a municipal entity ("City”/ “Disclosing Party”) and IVOXY Consulting (“Company”/ “Recipient Party”). City and the Company may be referred to herein collectively as the “Parties” and individually as a “Party”. WHEREAS, City and Company desire to engage in discussions that may require disclosure of details regarding the City’s Technology (as defined below) considered Confidential Information (as defined below) to allow Company the ability to understand applicable technology in consideration of potential services to be quoted; and, WHEREAS, it is in the public interest to protect Confidential Information and the City’s technology as it may impact the security, safety, and welfare of the City and its employees and residents. NOW, THEREFORE, in consideration of the foregoing, City and Company hereby agree as follows: 1.Confidential Information: All information provided to the Company by the City relating to the City’s Technology is considered confidential and may not be disclosed by the Company without the written permission of the City. City may provide Confidential Information in written or tangible form (including information in computer software or held in electronic storage media) or by oral, visual, or other means. Confidential Information may also, without limitation, include confidential or proprietary documents, plans, records, reports, correspondence, applications, data and any and all other sources of information. Technology: All information, in any format or medium regarding the City’s hardware, software, architecture, design, infrastructure and/or other technology-related tools and the City’s use thereof. 2.Purpose: The Recipient/Company shall use the Confidential Information and information derived directly from the Confidential Information only for the following purposes: A.Technology assessment and recommendation. By submitting the Confidential Information, City does not grant to Company or any third party any license, explicitly or implicitly, under any trademark, patent, copyright, mask work, protection right, trade secret or any other intellectual property right, except for the uses identified herein. Further, any submittal of the Confidential Information does not constitute or imply any commitment, promise, or inducement by the City to enter into any further agreements. 3.Obligation of Confidentiality: The Recipient/Company will use the same degree of care, but not less than a reasonable degree of care to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Recipient/Company uses to protect its own confidential or proprietary information of a like nature. The Recipient/Company shall limit the use of and access to City/Disclosing Party's Confidential Information to the Recipient/Company’s employees or independent contractors who need to know such Confidential Information, for the purpose set forth in Section 2 above and who have entered into binding obligations of confidentiality substantially similar to the obligations set forth herein. 4.Term: The term of this agreement is three (3) years from the Effective Date of the agreement, however, this Agreement is binding as to the confidentiality, use, and disposition of Confidential information received from the City by the CAG-22-201 City of Renton NDA Page 2 of 3 09-28-21 clb (1728) Company unless otherwise amended by the mutual agreement of both parties and shall survive beyond the duration of the agreement. 4.Breach/Damages/Legal Action: Company agrees and acknowledges as follows: A. The Company will notify City in writing immediately upon the occurrence of any such unauthorized release or other breach. Notice will be provided to the following: CITY OF RENTON Young Yoon 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6870 yyoon@rentonwa.gov COMPANY Eric Watson IVOXY Consulting eric@ivoxy.com B. The Confidential Information provided by City to Company is owned by City. C.That breach of this Agreement may cause significant harm to City. D. Each actual breach of this Agreement herein shall generate a claim in favor of the City and that the City may assert against the Company. Upon such breach, the City shall be authorized to seek all remedies available at law or in equity, including actual and punitive damages, injunctive relief, and specific performance. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement. E.The Company agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to this agreement including negligent acts, errors or omissions of the Company in its performance of this Agreement or a breach of this Agreement by Company, except for that portion of the claims caused by the City’s sole negligence. 5. General: A.This Agreement supersedes and includes all prior discussions and writing with respect to the subject matter hereof. B.No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of each party. C. No failure or delay in enforcing any right will be deemed a waiver of such right. D. The parties understand that nothing herein requires either party to proceed with any proposed transaction or relationship in connection with which the Confidential Information may be disclosed. E. In the event that any of the provisions of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect. City of Renton NDA Page 3 of 3 09-28-21 clb (1728) F.This Agreement shall be governed by the laws of the State of Washington without regard to conflicts of laws provisions thereof, and each party submits to the jurisdiction and venue of the Washington State or federal court serving the King County area with respect to the subject matter of this Agreement. G. The headings to the Sections of this Agreement are included merely for reference and shall not affect the meaning of the language included therein. H. Agreement may be executed in counterparts or by facsimile, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. I.Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement on behalf of their represented party. Each Party represents and warrants to the others that the execution and delivery of the Agreement and the performance of such Party's obligations hereunder have been duly authorized. WHEREFORE, the Parties acknowledge that they have read and understood this Agreement and voluntarily accept the duties and obligations set forth herein. City of Renton/ Disclosing Party Company/ Recipient Party By: By: ___________________________ Title: Title: Approved as to form ________________________ Shane Moloney, City Attorney clb 9-28-21(1728)