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HomeMy WebLinkAboutC2010-528 - 12/20/2010 - NAnLagic MUTUAL CONFIDENTIALITY AGREEMENT THIS MUTUAL CONFIDENTIALITY AGREEMENT (this "Agreement"} is made and shall be effective as o December 13th, 2010, by and between Coplogic, Inc. and -The City of Corpus Christi ("Company"), For goad and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Coplogic, Inc. and Company, intending to be legally bound, hereby agree as follows: Purpose• Coplogic, Inc. and Company desire to enter into discussions and negotiations with respect to certain business transactions or to engage in certain business relationships under which each may disclose certain Confidential . Information to the other. These relationships may include, without limitation, certain joint marketing, subcontracting and project-partnering arrangements arising from time to time, if permitted by Company's policy. Definition. For purposes of this Agreement, the term "Confidential Information" means any information, technical data, or know-how, including, but not limited to, that which relates to research, products, services, customers, markets, sotlware, developments, inventions, processes, designs, drawings, engineering, marketing or finances, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Conf dential Information does not include information, technical data or know-how which (i) is in the possession of the receiving party at the time of disclosure as evidenced by the receiving party's files and records immediately prior to the time of disclosure, (ii) prior or after the time of disclosure becomes a part of public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is approved far release by the disclosing party. Non-Disclosure of Confidential Information. Coplogic, Inc. and Company agree not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning, and the undertaking of any business relationship between Coplogic, Inc. and Company. Each party shall keep confidential any and all Confidential Information already disclosed or to be disclosed hereunder, and neither party shall divulge the Confidential Information, in whole or in part, to any third party except as expressly permitted by this Agreement. Neither of us shall make any commercial use or other use of the Confidential 2Q10-528 ill disclose the i~~2o~ia Confidential Information of the other to third parties or to receiving party's employees, except employees (including officers and directors) who are required to have the information in order to carry out the contemplated business, or except as required by law including letter ruling issued by the Texas Attorney General under the Texas Public Information Act, Chapter 552, Texas Government Code. Should Company receive a request far any of Goplogic's Confidentia] Information, then Company shall promptly notify Coplogic of the request, so that Coplogic may present its legal arguments to the Attorney General of Texas as to why the information is not subject to public disclosure. Coplogic acknowledges that Company must comply with applicable laws including Texas Public Information Act. Each has advised or will advise employees to whom Confidential Information of the other is disclosed of this Agreement, pursuant to which such employees will be required to maintain the confidentiality of all Confidential Information. Each agrees that it will take all reasonable steps to protect the secrecy, and avoid disclosure, of Confidentia! Information of the other in order to prevent it from falling into the public domain or the possession of unauthorized persons. Each agrees to notify the other in writing of any misuse or misappropriation of such Confidential Information of the other that may come to its attention. 4. Disclosure. In the event that either party is compelled by law or by any applicable regulatory agency to disclose any Conf dential Information of the other, such party shall immediately notify the other of such pending disclosure so that a protective order or other appropriate remedy may be obtained. In the event that such an order or other remedy is not available, the compelled party shall disclose only that minimum portion of Confidential Information that it is legally compelled to disclose, consistent with the advice of its counsel. 5. Employees. Each party shall be responsible for any breach of the terms of this Agreement by any of its directors, officers, employees, representatives or agents. Each party further 1 Rev. 12104 Coplogic ~~~~ agrees to take all necessary action to insure that such representatives comply with the obligations imposed on each party hereunder. 6. Return of Materials. Within ten (I O) business days of any written request from Coplogic, Inc., Company, or in the event that the proposed business transaction does not occur, each party will deliver to the other party the Gonfldential Information provided by the party arising out of this agreement, including, but not limited to, during the discussion and negotiation, all copies thereof, and any related materials and documentation that contain any Confidential Information, and will destxoy all analyses, compilations, studies or other documents, and all copies thereof, derived therefrom. The confidentiality obligations under this Agreement shall survive any return of the Gonfldential lnformation. Patent or CoQ~rieht Infrin eg ment. Nothing in this Agreement is intended to grant any rights under any patent, copyright or other intellectual property right of either party, nor shall this Agreement grant either party any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties. 8. Representations. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION. 9. Announcements. Neither party will make, or permit to be madc, any announcement or disclosure of our possible transaction without the prior written consent of the other. 10. Term. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other; provided, however, that the confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for any reason. This Agreement terminates on May 13, 2011. 11. Miscellaneous. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and shall be binding upon and shall.be for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without consent to the disclosing party. 12. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Texas, without regard to its conflicts of law principles. The parties consent to the venue and non-exclusive jurisdiction of any court located in Nueces County, Texas. 13. Remedies. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the other party and the other party's business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach of any covenant or agreement set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other party shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. 14. Waiver. No failure or delay by either party in exercising any right, power, privilege or provision under this Agreement shall operafie as a waiver thereof, nor shall any single or partial exercise thereof preclude any other future exercise of any right, power or privilege hereunder. 15. Counterparts. This Agreement maybe executed in several counterparts which, taken together, shall constitute one and the same original agreement. 16. Expenses. Coplogic, Inc, will bear all costs and expenses in performing the services arising out of this Agreement including, but not limited to, software, programming, hardware, and research. IN WITNESS WHEREOF', the parties hereto have executed this Agreement as of the day and year first written above. ~' By: Name. L' I 2 , ~Se~~r~~ Its: ~' , ^~'i.~ /~1 G~.-~ G-l~r-~ plogic, Inc. By: ~~ Nam :James Lee Its: Chief Operating Officer Approvod as to form: ~ ~ ~' Coplogic, ]nc. Rev. 12104 Assi;st~nt i~ity Attorney For City Attorney