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Home My WebLink AboutIT16-303 - Other - Sum Total Systems, Inc - Non-Disclosure Agreement - 11/15/2002 I O Records erne ICl�7' Dooument WeaaiHcrox ' CONTRACT COVER SHEET This Is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact Mary Simmons, City Clerks Office. C� 1 Vendor Name: 2O lor( Vendor Number: W`7LA5 �^ JD Edwards Number Contract Number. This is assigned by Mary Simmons Description: _ N n rt - k S Q k n —,t t V-0 n Y',e q mo jL` Detail: "k0TV iarA Q—'.A4 hT V(v'+ Project Name: RCS-i _lS�rra� S ram. ,ranY�W� rP_ Contract Effective Date: 1 1 11 ri 1 o a Termination Date: YN a Contract Renewal Notice(Days): Alm Number of days required notic�el for termination or renewal or amendment Contract Manager: Department: = Abstract: ADCL7832 07/02 A I Pat h l o r e Non-Disclosure Agreement This Non-Disclosure Agreement is made by and between Pathlore Software Corporation, 7965 North High Street, Suite 300, Columbus, Ohio ("Company") and City of Kent, located at 220 4th Ave South, Kent, WA 98032 , and sets forth the terms and conditions and the purpose under which the parties agree to disclose confidential information (as defined in Section 1) (the "Confidential Information") to the other party For purposes of this Agreement"Disclosing Party" shall refer to the party disclosing the Confidential Information and "Recipient"shall refer to the party receiving the Confidential Information WHEREAS, Company and City of Kent mutually desire to engage in discussions which may lead to a business relationship involving both companies (the"Purpose"), and WHEREAS, the parties in the course of their dealings may furnish to each other Confidential Information and do not wish to convey any interest or copyright therein to the other, or to make such Confidential Information public or common knowledge,,or to disclose to any third party,or to permit any use thereof except for the purpose, NOW THEREFORE, in consideration of the business discussions, disclosure of Confidential Information, and any future business relationship between the parties, it is hereby agreed as follows 1 Confidential Information For purposes of this Agreement, Confidential Information includes the following information and materials The Disclosing Party's proprietary information, software programs and related documentation, source erode, and any information, such as business plans, concepts, ideas, know-how, processes, techniques, designs, formulas, marketing, technical, financial, or information regarding the Disclosing Party's affiliates, subsidianes, suppliers, customers, employees, investors, or business operations Confidential Information may be (I) conveyed in written or graphic form, (u)disclosed orally or electronically, (iu)learned or observed in the course of discussions, studies, or other work undertaken for the Disclosing Party, and is of such a nature that the receiving party can reasonably assume is confidential and proprietary Without limiting the generality of the foregoing, Confidential Information shall include all information and materials disclosed orally or rn any form, regarding the Disclosing Party's software product development Confidential Information shall not, however, include any information that is 1 1 or at any time becomes, available to the public, other than through an act or omission of the Receiving Party, 1 2 independently discovered or developed by employees or contractors without reference to the Confidential Information of the Disclosing Party, or 1 3 rightfully obtained from a third party without any obligation of confidentiality 2 Obligations of the Recipient Except as required by Law, the Recipient agrees to protect and safeguard the Confidential Information in accordance with the following 21 To use reasonable means to keep the Confidential Information confidential, but no less than those procedures and controls which it employs to protect its own confidential and proprietary information and materials, and 22 To restrict access and use of the Confidential Information to only those employees who require such access and use in connection with the Purpose,and 23 To advise its employees that the Confidential Information is not at any time to be disclosed, given, or transmitted in any manner or form or for any purpose, to any other person, party, firm or corporation and not to use the Confidential Information for their own benefit or the benefit of any third party, and USCORP-CONFM 08/02 2 4 Not to copy, reproduce, or distribute the Confidential Information, except as reasonably required for the Purpose and to include all copyright notices and proprietary legends on all copies made 3 Return of Confidential Information The Recipient shall return all Confidential Information to the Disclosing Party upon request or at the conclusion of the Purpose and shall not retain any copies thereof, including any and all documents, notes, or other physical embodiments that include the Confidential Information that are in its possession 4 Nonconveyance Nothing in this Agreement shall be construed as conveying to the Recipient any right, title or interest or copyright, patent or trademark in any Confidential Information, or to convey any license to use, sell, exploit, copy or further develop any such Confidential Information 5 Discussions Confidential Recipient further agrees that in addition to the other confidentiality obligations hereunder, it will not disclose the Purpose to any third party or that it is having any discussions with Disclosing Party relative to the Purpose 6 Customer's Data Pathlore will take appropriate measures to treat Customer data with total confidentiality Customers' data will only be viewed for purposes of creating and testing Pathlore software and will not be shared with or viewed by any person or entity other than Pathlore Pathlore will eliminate unnecessary access to and storage of data, including backups, so that the possibility of accidental release of Customer's data is kept to an absolute minimum 7 No Commitment This Agreement does not in any way bind the parties to enter into a business relationship of any nature with the other that may be contemplated hereunder Nothing herein or any other verbal representations made by either party shall be construed as a binding commitment to establish a business relationship Neither party shall have any liability to the other, except for the breach of this Agreement, if the parties do not establish a business relationship 8 Miscellaneous 81 This Agreement shall be construed for all purposes in accordance with the laws of the State of Washington 8 2 In the event of a breach of this Agreement by the Recipient,the Disclosing Party shall have all remedies in law and/or equity including, but not limited to, appropriate injunctive relief for specific performance as may be granted by a court of competent jurisdiction In the event of a material breach of this Agreement by the Recipient, the Disclosing Party may demand prompt return of all Confidential Information previously provided to the Recipient 8 3 This Agreement constitutes the entire agreement between the parties with respect to the subject matter addressed herein This Agreement may not be amended or modified except in writing signed by both parties 8 4 This Agreement shall not be assigned to or transferred by the Recipient to any person, firm or corporation, by operation of law or otherwise without the prior written consent of the Disclosing Party 8 5 The term of this Agreement is for a period of twelve (12) months from the Effective Date, unless either party terminates the Agreement by written notice to the other party The provisions of this Agreement shall survive for a period of five(5)years from termination or expiration hereof, however,the obligations to protect the Disclosing Party's software and related materials will continue perpetuity IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the latest date set forth below Pathlore Software Software�]Corporation Cust sRer ity of Ke BY zu in �1 et— Z:i, By M ✓ I I Name po,,,-g, A Tv utmnn Name IF r iu$( N M d tad{ ICf k Title Chief Financial Officer Title 6%r2Cfo" dF Date 11/5/02 Date It'I5 � Z USCORP-CONFID 08/02