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WITNESSETH
EXHIBIT 5
NON - DISCLOSURE AGREEMENT
THIS AGREEMENT (Agreement) made and entered into this 24th day of
November , 2009, by and between the City of Port Angeles, a municipal corporation (City)
and Capacity Provisioning Inc (Vendor) (collectively Parties).
NOW, THEREFORE, in consideration of terms and covenants contained herein, the Parties
agree as follows:
1. The Vendor is considering submitting a Technical Proposal and Service
Charge Proposal to the City in response to the City's request for proposals for
Metropolitan Area Network Services whereby Vendor may perform
telecommunications services for the City, including but not limited to certain
assessments and examination of the City's local area networks and computer
systems.
2. As a condition of such request for proposal, Vendor is required to enter into
this non - disclosure agreement with the City.
3. The Vendor may have access to and become familiar with various confidential
information (City Information) regularly used in the operation of the City's
business until the Technical Proposal and Service Charge Proposal due date. City
Information includes, but is not limited to, reports, devices; processes; applications;
compilations of information; records; computer system and network security
systems; specifications; and financial, accounting, statistical, security and personnel
information. Vendor shall not, during or after the request for proposal process
disclose any such City information to any person, directly or indirectly, nor use it
in any way, except as required or authorized by the City.
4. City Information is not to be stored on any local workstation, laptop, or media such
as CD /DVD, USB drives, external hard drives or other similar portable devices
unless Vendor can ensure security for City Information so stored.
5. The agreement not to disclose City Information and City and third party software and
related documentation as set forth in Sections 1 through 4 above shall apply during
the term of the request for proposal process and at any time thereafter unless
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specifically authorized by the City in writing.
7. All files, records, documents, drawings, specifications, equipment, software, and
similar items relating to the City's business, whether or not prepared by Vendor, shall
remain the exclusive property of the City and shall not be removed under any
circumstances from the premises where the City's work is being carried on without
the prior approval of the City. Vendor shall make no copies of any City
Information obtained. All such property shall be returned to the City with the
Vendor's Technical Proposal and Service Charge Proposal.
8. Attachment 1 of this non - disclosure agreement shall be signed by each employee of
Vendor prior to his or her access to confidential City Information.
9. If Vendor breaches this Agreement, the City may immediately terminate this
Agreement and withdraw Vendor's right to access City Information.
10. Vendor acknowledges that until the Technical Proposal and Service Charge
Proposal due date, the City will, based upon the representations made in this
Agreement, disclose security information which is critical to the continued
success of the City's business. Accordingly, Vendor agrees that the City does not
have an adequate remedy at law for breach of this Agreement and therefore, the
City shall be entitled, as a non - exclusive remedy, and in addition to an action for
damages, to seek and obtain an injunction or decree of specific performance or any
other remedy from a court of competent jurisdiction to enjoin or remedy any
violation of this Agreement.
11. No act of omission or commission of either the City or Vendor, including without
limitation, any failure to exercise any right, remedy, or recourse, shall be deemed to
be a waiver, release, or modification of the same. Such a waiver, release, or
modification is to be effected only through a written modification to this Agreement.
12. This Agreement is to be construed in accordance with the laws of the State of
Washington. Venue and jurisdiction for any cause of action or claim asserted by either
party hereto shall be in the Superior Court of Clallam County, Washington.
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IN WITNESS WHEREOF the Parties have executed this Agreement on the date first above
written.
VENDOR:
CAPACITY PROVISIONING INC
BY: (Vt
Craig E. Johr�on
Title:Vice President
APPR V ED AS TO F,ORM7
William E. Bloor, City
CITY OF PORT ANGELES:
321 E. 5 Street
Port Angeles, WA 93862
BY:
Glenn Cutler, Public Works and Utilities Director
ATTEST:
Jane urd, City Clerk
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As a condition precedent to being made aware of confidential information, 1 have read the
foregoing Agreement and agree to be bound by its terms.
Employee Name/Company
Craig E. Johnson
Kurt Lorentzen
Bob Jensen
Bill Roberds
Jeff Johnson
NON - DISCLOSURE AGREEMENT - ATTACHMENT 1
NON - DISCLOSURE
Page 68
Employee Signature
WASHINGTON SHORT -FORM INDIVIDUAL ACKNOWLEDGMENT /RCVS •2A4.100)
vc�. &Ulla •u�Sf�icu= .nra.�rt . �.... — l Zvn..,
State of Washington
County of 6 /71
I certify that I know or have satisfactory evidence that / / 6 F.. famsO1d
Name of Signer
is the person who appeared before me, and said
person acknowledged that he /she signed this
instrument and acknowledged it to be his /her free
and voluntary act for the uses and purposes
mentioned in the instrument.
Dated: I/ - ..2 Q9
Month/Day/Year
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OOTAlik UOSr
O . 124112009
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Place Notary Seat Above
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
SS.
Signature of Notarizing Officer
/1/0 -nem / Athe__
Title ftuch as "Notary Public ")
My appointment expires
OP_T.IONAI
Although the information in this section is not required by law, It may prove valuable to
persons relying on the document and could prevent fraudulent removal and
reattachment of this form to another document.
Month/Day/Year of Appointment Expiration
Right Thumbprint
of Signer
Top of thumb here
®1999 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313 -2402 • www.nationalnotary.org
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