HomeMy WebLinkAbout000638 Original Contract City of Port Angeles
Record # 000638
NON-DISCLOSURE AGREEMENT
TRIS AGRUMENT govems the disclosure of information by and between the City of
Port Angeles hereafter"City," and Transend Corporation, hereafter"Contractor." As a
condition of and in consideration for the contract to process email records for the City,
Contractor hereby covenants and promises as follows:
I. Handling of Confidential information. Contractor agrees that at all times and
notwithstanding any termination or expiration of this Agreement, Contractor will hold
in strict confidence and not disclose to any third party Confidential Information of the
City during the term of the contract and at any time thereafter, except as approved in
writing by the City.
2. Definition of Confidential Information. As used herein, "Confidential Information"
means devices; processes; applications; compilations of information; records;
computer system and network security systems; specifications. and financial,
accounting, statistical,security and personnel information.
3. Local Storage. City Information is not to be stored by the Contractor on any local
workstation, laptop, or media such as CDIDVD. USB drives, external hard drives or
other similar portable devices unless Contractor can insure security for Confidential
Information so stored.
4. Password Security. Contractor shall keep all equipment signon access
authority and passwords confidential and shall be responsible for all transactions
performed on any Confidential Information, and is authorized to perform only those
transactions that are assigned as part of the separate contract .
5. Exceptions to Confidential Information. Contractor's obligations under this
Agreement with respect to any portion City's Confidential Information shall terminate
when Contractor can document that the communication was in response to a valid.
order by a court or other governmental body, was otherwise required by law, or was
necessary to establish the rights of either party under this Agreement.
6. Equitable Remedies. Contractor acknowledges that Contractor's breach of this
Agreement may cause irreparable harm to the City for which the City is entitled to
seek injunctiveor other equitable relief as well as monetary damages.
7. Miscellaneous. Neither party will assign or transfer any rights or obligations under
this Agreement, including by operation of law, without the prior written consent of
the other. Any such attempted assignment shall be void and of no effect. This
Agreement shall be governed by, enforced under, and construed and interpreted in
accordance with, the laws of the State of Washington without reference to conflict of
laws principles. Each parry consents to venue and personal jurisdiction in Clallam
County, Washington. If any provision of this Agreement is found by a proper
authority to be unenforceable or invalid such unenforceability or invalidity shall not
render this Agreement unenforceable or invalid as a whole and in such event, such
provision shall be changed and interpreted so as to best accomplish the objectives of
such unenforceable or invalid provision within the limits of applicable law. The
Agreement is the complete and exclusive agreement regarding the disclosure of
Confidential information between the parties, and replaces any prior oral or written
communications between the parties regarding Confidential Information. This
Agreement may be signed in multiple copies, each of which shall constitute the same
instrument. Once completely executed, any reproduction of this Agreement made by
reliable means shall be considered an original.
CITY OF PORT ANGELES CONTRACTOR
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