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HomeMy WebLinkAbout5.1025 Original ContractHeidi L. Greenwood Assistant City Attorney [4562] Diana Lusby Legal Administrative Assistant [4536] Jeanie DeFrang Legal Administrative Assistant [4536] Randi Mahlum Legal Records Specialist [4576] Holly Moore Legal Administrative Assistant [4530] JJOR NGELIES W A S H I N G T O N U.S.A. LEGAL DEPARTMENT TO: Janessa Hurd, City Clerk William E. Bloor FROM: Holly Moore, Legal Administrative Assisant City Attorney [4531] DATE: May 19, 2010 Dennis Dickson Sr. Assistant City RE: Non Disclosure Agreement Legal Files Software. Inc. Attorney [4532] Attached is the original of the above referenced agreement for filing. Thank you for your assistance! Sincerely, Holly Moore Legal Administrative Assistant Attachment G \LEGAL\MEMOS\MEMOS 2010\Hurd NDA 051910 wpd 5.1oa5 NON DISCLOSURE AGREEMENT This Agreement is made and entered into this /z/ day of 14/ 2010 by and between the City of Port Angeles, Washington a municipal corporation (hereinafter referred to as "City"), and Legal Files Software, Inc., an Illinois corporation authorized to do business in the State of Washington (hereinafter referred to as "Consultant WHEREAS, the Consultant is an international developer and provider of case and office management software for practice and law department matter management, litigation support, document assembly and integrated groupware; and WHEREAS, the City has an interest in obtaining case management software from Consultant; and WHEREAS, the City needs a complete quote of the costs associated with the purchase of the Legal Files application, including conversion costs; and WHEREAS, the City must provide the Consultant with a copy of the information to be converted into the Legal Files application, which may include non conviction data, in order to get an accurate price quote; and WHEREAS, under the Washington State Criminal Records Privacy Act, RCW 10.97.050(5), non conviction data may be disseminated to agencies pursuant to a contract with a criminal justice agency to provide services related to the administration of criminal justice; and WHEREAS, the City is a criminal justice agency and the Consultant's services relate to the administration of criminal justice, NOW, THEREFORE, in consideration of the performances to be rendered, the Parties hereby recite, covenant, and agree as follows: 1. DEFINITION OF CONFIDENTIAL INFORMATION For purposes of this Agreement, all information provided to Consultant by City shall be construed, subject to the following paragraph, as Confidential Information. For purposes of this Agreement, the following is not confidential information: (a) information that was in the public domain at the time it was communicated to the Consultant by the City; (b) information that entered the public domain subsequent to the time it was communicated to the Consultant by the City through no fault of the Consultant; (c) information that was in the Consultant's possession free of any obligation of confidence at the time it was communicated to the Consultant by the City; (d) information that was rightfully communicated to the Consultant free of any obligation of confidence subsequent to the time it was communicated to the Consultant by the City; (e) information that was developed by employees or agents of the Consultant independently of and without reference to any information communicated to the Consultant by the City; or (f) information that was communicated by the City to an unaffiliated third party free of any obligation of confidence. 2. HANDLING OF CONFIDENTIAL INFORMATION Consultant agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information, except as approved in writing by the City, and will use the Confidential Information for no purpose other than converting the data into the Legal Files application. Consultant shall only permit access to Confidential Information of the City to those of its employees or authorized representatives having a need to know or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. 3. RESIDUAL KNOWLEDGE Consultant may enhance its knowledge and experience retained in intangible form in the unaided memories of its directors, employees /contractors and advisors as a result of viewing Discloser's Confidential Information. So long as Consultant complies with Section 2 of this Agreement, Consultant may develop, disclose, market, transfer and/or use such knowledge, experience and intellectual property that may be generally similar to City's Confidential Information, and Discloser shall not have any rights in such knowledge, experience or intellectual property, nor any rights to compensation related to the Consultant's use of such knowledge, experience or intellectual property, nor any rights in Consultant's business endeavors. 4. TERM AND TERMINATION This Agreement shall terminate two (2) years after the effective date. Consultant's obligations under this Agreement shall survive termination of the Agreement and shall be binding upon the Consultant's heirs, successors, and assigns for a period of five (5) years. Upon termination or expiration of the Agreement, or upon written request of City, Consultant shall promptly return to City all documents and other tangible materials representing the City's Confidential Information and all copies thereof. 5. WARRANTIES Each party represents and warrants to the other party that (i) it has the requisite corporate authority to enter into and perform this Agreement, (ii) this Agreement constitutes its legally binding obligation, enforceable in accordance with its terms, and (iii) its execution and performance under this Agreement, including its disclosure of Confidential Information to the Consultant, will not result in a breach of any obligation to any third party or infringe or otherwise violate any third party's rights. 6. NO GRANT OF RIGHTS Consultant recognizes and agrees that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement. Consultant shall not make, have made, use or sell for any purpose any product or other item using, incorporating, or derived from any Confidential Information of the City. 7. EQUITABLE REMEDIES Consultant acknowledges that a breach of this Agreement may cause irreparable harm to the City for which the City is entitled to seek injunctive or other equitable relief as well as monetary damages. 8. ASSIGNABILITY Neither party shall transfer or assign this Agreement to any other person or entity, whether by operation of law or otherwise, without the prior written consent of the other. Any such attempted assignment shall be void and of no effect. 9. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and supercedes all prior agreements and negotiations between the Parties. There are no other agreements, written or oral, that relate to the subject matter hereof. 10. APPLICABLE LAW This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. In the event of any dispute, the venue of any action brought hereunder shall be in Clallam County, Washington. IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed the day and year first hereinabove written. CITY OF PORT ANGELES 321 E. Fifth Street P.O. Box 1150 Port Angeles, WA 98362 By: Kent Myer 1LY Manager Titl -3- LEGAL FILES SOFTWARE, INC. 801 S. Durkin Drive Springfield, IL 62704 Attest: Ja 4l sa Hurd, City Clerk Approved as to form: William E. Bloor, City Attorney G LEGAL\AGREEMENTS &CONTRACTS\2010 Agrmts &Contracts\NDA Legalfiles 043010 wpd