Resolution No. 100171
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RESOLUTION NO. 10,017
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
MUTUAL NONDISCLOSURE AGREEMENT BY AND BETWEEN THE
CITY OF VERNON AND FUJITSU NETWORK COMMUNICATIONS,
INC.
WHEREAS, the City of Vernon ("City") is a chartered
municipal corporation of the State of California that owns and
operates a system for the generation, purchase, transmission,
distribution and sale of electric capacity and energy; and
WHEREAS, the current Internet Services Network Monitoring
and Management contract with Verizon Select Services has reached the
end of its three (3) year term and the Fiber Optic Division of the
Light & Power Department is negotiating a contract with Fujitsu
Network Communications, Inc. ("Fujitsu") for the same services for a
three (3) year term; and
WHEREAS, the City and Fujitsu seek to obtain certain
confidential or proprietary information from each other during the
contract negotiation process; and
WHEREAS, in order to exchange, review and use confidential
information regarding pricing and the City's equipment requirements,
location and topology for the purpose of facilitating a business
relationship, and to preserve and protect the rights of each party
during the exchange of information, the City and Fujitsu desire to
enter into a mutual confidentiality agreement that preserves the
confidentiality and protected status of the documents, materials, and
information to be exchanged, retained and used; and
WHEREAS, the City Council of the City of Vernon has
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determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into an agreement with Fujitsu; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Mutual Nondisclosure Agreement with Fujitsu, a copy of
which is attached hereto as Exhibit A and incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk, or Deputy
City Clerk, is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send a fully executed
Agreement to
Fujitsu Network Communications, Inc.
Attn. Abraham Pucherib, VP Sales
2801 Telecom Parkway
Richardson, Texas
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SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 13th day of July, 2009.
ATTEST:
b::,� �2
M NUELA GIRON, City Clerk
Name: Hilario Gonzales
Title: Mayor �sMa_prn-TPrT �'
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 10017, was
duly adopted by the City Council of the City of Vernon at regular
meeting of the City Council duly held on Monday, July 13, 2009, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
MANUELA GIRON, CAy Clerk
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EXHIBIT
A
MUTUAL NONDISCLOSURE AGREEMENT
THIS MUTUAL NONDISCLOSURE AGREEMENT (the "Agreement") is by and between Fujitsu Network Communications, Inc., ("FNC"), a California
corporation with its principal place of business at 2801 Telecom Parkway, Richardson, Texas, Fax No. 972.479.2992 and City of Vernon ("City") with,a
business address of4305 Santa Fe Avenue, Vernon, California 90058, Fax No.
FNC qnd the City agree as follows:
1. Purpose. FNC and City anticipate exchanging information regarding
FNC's products and services, including without limitation pricing, and City
may disclose its equipment requirements, location and topology for the
purpose of facilitating a business relationship (the "Purpose").
2. Confidential Information. "Confidential Information" means
information disclosed by either party (the "Discloser") to the other party (the
"Recipient') in connection with the Purpose, even if before the Effective Date,
or that, although not related to the Purpose, is nevertheless disclosed as a result
of the parties' discussions in that regard, and that should reasonably have been
understood by the Receiving Party because of legends or other markings, the
circumstances of disclosure or the nature of the information itself, to be
proprietary and confidential to the Discloser, an Affiliate of the Discloser or to
a third party. The term "Affiliate" means any person or entity directly or
indirectly controlling, controlled by, or under common control with a party.
3. Effective Date, Termination. The Effective Date of this Agreement is
June 4, 2009. This Agreement terminates the earlier of three (3) years after the
Effective Date or as terminated by either party upon not less than thirty-(30)
days' prior, written notice to the other party. The obligations of Recipient with
respect to Confidential Information received prior to termination will survive
any termination of this Agreement for aperiod of three (3) years.
4. Restrictions on Disclosure and Use. Recipient may use the Confidential
Information solely for the Purpose and will not disclose Confidential
Information to any third party. Recipient may disclose the Confidential
Information within its corporation only to those having a need to know for the
Purpose and having an obligation to protect information as required by this
Agreement. Recipient may disclose Confidential Information to an Affiliate or
subcontractor which has a need to know for the Purpose and is subject to a
written agreement, substantially in accordance with this Agreement, including
obligations not to disclose Confidential information and not to use it other than
for the Purpose. In no case will Recipient or an Affiliate or subcontractor of
Recipient use the Confidential Information other than for the Purpose. City
and FNC acknowledge and agree that the other party and/or its Affiliates
develop, market and sell (and may develop, market and sell in the future)
systems, software, components, devices, and/or other products similar or
closely related in functionality to its own products. The parties acknowledge
and agree that the inclusion or embodiment of ideas, concepts and techniques
in information furnished by one party to the other party under this Agreement
will not preclude the Recipient's independent development of products or
generic requirements containing or embodying similar ideas, concepts or
techniques, so long as Recipient complies with the obligations of this
Agreement.
5. Care. Recipient will use the same degree of care in safeguarding the
Confidential Information as it uses for its own confidential information of like
importance, but no less than reasonable care. Upon discovery of any
disclosure or misuse of Confidential Information, Recipient will promptly
notify the Discloser and will act to prevent any further disclosure or misuse.
6. Exceptions. Recipient's obligations of confidentiality and restrictions on
use will not apply to information that is: (i) known to Recipient before receipt
from Discloser without obligations of confidentiality or restrictions on
disclosure; (ii) generally available to the public (or becomes so) without the
fault or negligence of Recipient; (iii) received by Recipient from a source other
than Discloser without breach of an obligation of confidentiality owed to the
Discloser, or (iv) independently developed by Recipient without any use of
Discloser's Confidential Information.
City of Vernon
By:
Name: _
Title;
7. Required Disclosures. Recipient is permitted to disclose Confidential
information as required by law or regulation provided, however, that Recipient
will (a) give Discloser written notice promptly upon receipt of a disclosure
requirement and before the disclosure is made, (b) take reasonable actions and
provide reasonable assistance to the Discloser to secure confidential treatment
of the Confidential Information, and (c) disclose only such Confidential
Information as is required.
8. Copies.. Recipient will make copies of the Confidential Information only
as is necessary for the Purpose. Any copies will reproduce proprietary
marking(s) included therein.
9. Return. All Confidential information will remain the property of
Discloser, and Recipient will promptly return all copies and excerpts thereof to
Discloser upon request, except that Recipient's legal counsel may retain a
COPY, for use only as a record of the disclosure. Recipient may choose to
destroy such copies and excerpts instead of returning them, with written notice
to the Discloser.
10. Export Control. City may not export or re-export directly or indirectly
any hardware, software (including source code), technology, or direct products
of software or technology to any countries or nationals of any countries except
in compliance with the U.S. Export Administration Regulations ("EAR"), as
such regulations may change from time to time. Without limiting the
generality of the foregoing, City may not, without an export license provided
by the U.S. Commerce Department, or license exception provided under the
EAR: (i) export or re-export or release software (including source code for the
software) or technology to a national of a country in Country Groups D:1 or E,
as the lists may change from time to time (see
littp•//www access gpo goN,Ibis/ear/pdf/740spir pdf for the current lists of
countries) or (ii) export to Country Groups D:1 or E the direct product of
software or technology, if the foreign -produced direct product is subject to
national security controls identified on the EAR's Commerce Control List.
City's obligations under this Section survive the expiration or other
termination of this Agreement.
11. Rights Not Granted. Nothing herein will be construed as granting to
Recipient any rights, express or implied, in Discloser's Confidential
Information, other thatr the right to use it for the Purpose of this Agreement.
12. Right to Disclose. Each party represents to the other that it has the right
to disclose the Confidential Information to the other ga= and will indemnify
and defend the other party from any claims
13. Entire Agreement. This is the entire agreement between the parties as to
the subject matter hereof and supersedes any previous agreements, oral or
written, as to its subject matter. It may be modified only by written agreement
of the parties.
14. Assignment. This Agreement will not be assigned without written
authorization of the other party.
15. Governing Law. This Agreement will be governed by the laws of the
State of Texas without regard to its choice of law provisions.
16. Signatures. When the authorized representative of either party signs this
Agreement, a copy, duplicate or facsimile of such signed agreement will have
the same force and effect as one bearing an original signature.
The parties do hereby execute this Agreement as of the Effective Date set forth
above.
Fujitsu Netwo ommunications, Inc.
I
By:
Name: 'A ti -CL a � 6 L-_Lt & r L
V'
Title: /"Q�P S
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
July 16, 2009
Fujitsu Network Communications, Inc.
Attn: Abraham Pucherib, VP Sales
2801 Telecom Parkway
Richardson, TX 75082-3599
Re: Mutual Nondisclosure Agreement
Dear Mr. Pucherib:
Transmitted herewith is a fully executed agreement as referenced
above, approved by City Council on July 13, 2009, through
Resolution No. 10,017.
If you have any questions regarding this matter, please call Mr.
Donal O'Callaghan, at (323) 583-8811 ext. 834.
iry
truly yours,
1y roj.
City Clerk
NG:dj
c: Donal O'Callaghan
Purchasing Department
Resolution No. 10,017.
Agreement No. 09-099
E Ccfusivefy Industfiaf
MUTUAL NONDISCLOSURE AGREEMENT
THIS MUTUAL NONDISCLOSURE AGREEMENT (the "Agreement") is by and between Fujitsu Network Communications, Inc., ("FNC"), a California
corporation with its principal place of business at 2801 Telecom Parkway, Richardson, Texas, Fax No. 972.479.2992 and City of Vernon ("City") with a
business address of4305 Santa Fe Avenue, Vernon, California 90058, Fax No.
FNC and the City agree as follows:
1. Purpose. FNC and City anticipate exchanging information regarding
FNC's products and services, including without limitation pricing, and City
may disclose its equipment requirements, location and topology for the
purpose of facilitating a business relationship (the "Purpose").
2. Confidential Information. "Confidential Information" means
information disclosed by either party (the "Discloser") to the other party (the
"Recipient") in connection with the Purpose, even if before the Effective Date,
or that, although not related to the Purpose, is nevertheless disclosed as a result
of the parties' discussions in that regard, and that should reasonably have been
understood by the Receiving Party because of legends or other markings, the
circumstances of disclosure or the nature ofthe information itself, to be
proprietary and confidential to the Discloser, an Affiliate of the Discloser or to
a third party. The term "Affiliate" means any person or entity directly or
indirectly controlling, controlled by, or under common control with a party.
3. Effective Date, Termination. The Effective Date of this Agreement is
June 4, 2009. This Agreement terminates the earlier of three (3) years after the
Effective Date or as terminated by either party upon not less than thirty-(30)
days' prior, written notice to the other party. The obligations of Recipient with
respect to Confidential Information received prior to termination will survive
any termination of this Agreement for aperiod of three (3) years.
4. Restrictions on Disclosure and Use. Recipient may use the Confidential
Information solely for the Purpose and will not disclose Confidential
Information to any third party. Recipient may disclose the Confidential
Information within its corporation only to those having a need to know for the
Purpose and having an obligation to protect information as required by this
Agreement. Recipient may disclose Confidential Information to an Affiliate or
subcontractor which has a need to know for the Purpose and is subject to a
written agreement, substantially in accordance with this Agreement, including
obligations not to disclose Confidential information and not to use it other than
for the Purpose. In no case will Recipient or an Affiliate or subcontractor of
Recipient use the Confidential Irnformation other than for tine Purpose. City
and FNC acknowledge and agree that the other party and/or its Affiliates
develop, market and sell (and may develop, market and sell in the future)
systems, software, components, devices, and/or other products similar or
closely related in functionality to its own products. The parties acknowledge
and agree that the inclusion or embodiment of ideas, concepts and techniques
in information furnished by one party to the other party under this Agreement
will not preclude the Recipient's independent development of products or
generic requirements containing or embodying similar ideas, concepts or
techniques, so long as Recipient complies with the obligations of this
Agreement.
5. Care. Recipient will use the same degree of care in safeguarding the
Confidential Information as it uses for its own confidential information of like
importance, but no less than reasonable care. Upon discovery of any
disclosure or misuse of Confidential Information, Recipient will promptly
notify the Discloser and will act to prevent any further disclosure or misuse.
6. Exceptions. Recipient's obligations of confidentiality and restrictions on
use will not apply to information that is: (i) known to Recipient before receipt
from Discloser without obligations of confidentiality or restrictions on
disclosure; (ii) generally available to the public (or becomes so) without the
fault or negligence of Recipient; (iii) received by Recipient from a source other
than Discloser without breach of an obligation of confidentiality owed to the
Discloser; or (iv) independently developed by Recipient without any use of
Discloser's Confidential Information.
City of Vernon
Name: H-i 1 ari o Gonzales
Title:
7. Required Disclosures. Recipient is permitted to disclose Confidential
Information as required by law or regulation provided, however, that Recipient
will (a) give Discloser written notice promptly upon receipt of a disclosure
requirement and before the disclosure is made, (b) take reasonable actions and
provide reasonable assistance to the Discloser to secure confidential treatment
of the Confidential Information, and (c) disclose only such Confidential
Information as is required.
8. Copies. Recipient will make copies of the Confidential Information only
as is necessary for the Purpose. Any copies will reproduce proprietary
marking(s) included therein.
9. Return. All Confidential Information will remain the property of
Discloser, and Recipient will promptly return all copies and excerpts thereof to
Discloser upon request, except that Recipient's legal counsel may retain a
copy, for use only as a record of the disclosure. Recipient may choose to
destroy such copies and excerpts instead of returning them, with written notice
to the Discloser. r
10. Export Control. City may not export or re-export directly or indirectly
any hardware, software (including source code), technology, or direct products
of software or technology to any countries or nationals of any countries except
in compliance with the U.S. Export Administration Regulations ("EAR"), as
such regulations may change from time to time. Without limiting the
generality of the foregoing, City may not, without an export license provided
by the U.S. Commerce Department, or license exception provided under the
EAR: (i) export or re-export or release software (including source code for the
software) or technology to a national of a country in Country Groups D:1 or E,
as the lists may change from time to time (see
http://\v-xviv.access.,qpo.govibis/ear/pdf/740sl)ir.pdf for the current lists of
countries) or (ii) export to Country Groups D:1 or E the direct product of
software or technology, if the foreign -produced direct product is subject to
national security controls identified on the EAR's Commerce Control List.
City's obligations under this Section survive the expiration or other
tennination of this Agreement.
11. Rights Not Granted. Nothing herein will be construed as granting to
Recipient any rights, express or implied, in Discloser's Confidential
Information, other than the right to use it for the Purpose ofthis Agreement.
12. Right to Disclose. Each party represents to the other that it has the right
to disclose the Confidential Information to the other party and will indemnify
and defend the other party from any claims
13. Entire Agreement. This is the entire agreement between the parties as to
the subject matter hereof and supersedes any previous agreements, oral or
written, as to its subject matter. It may be modified only by written agreement
of the parties.
14. Assignment. This Agreement will not be assigned without written
authorization of the other patty.
15. Governing Law. This Agreement will be governed by the laws of the
State of Texas without regard to its choice of law provisions.
16. Signatures. When the authorized representative of either patty signs this
Agreement, a copy, duplicate or facsimile of such signed agreement will have
the same force and effect as one bearing an original signature.
The parties do hereby execute this Agreement as of the Effective Date set forth
above.
Fujitsu Netwo k!Communications, Inc.
By: G Xf
ivul &msLt�)
Name: ,A�/ct4 a,
Title:
ATTE
UELA GI N, C1 y elerk
AP OVED TO FORM:
C' At V
rney'
RECEIVED
�`�
JUL 08 2009
OFFICECITY CLERWS
DATE: July 7, 2009
TO:
FROM:
RE:
Purpose:
LIGHT & POWER
Honorable Mayor and City Council f-
Donal O'Callaghan, Director of Light & Power
�w " 1 L�, .,
V,
(2/)
APPROVED JUL 13 '09 CITY COUNCIL
CITi' EILM' ' CJISTRIBUTION
Mutual Nondisclosure Agreement By and Between City of Vernon and
Fujitsu Network Communications, Inc.
The Internet Services Network Monitoring and Management contract
with Verizon Select Services has reached the end of its three
term. The Fiber Optic Division of. Light & Power is in the
process of negotiating a new agreement with Fujitsu Network
Communications, Inc, for a new three years term for the same
services.
As part of the contract services engagement with Fujitsu, it is
requested that a Mutual Nondisclosure Agreement by and between
the City of Vernon and Fujitsu be entered into in order to
exchange information regarding pricing and City's equipment
requirement, location and topology for the purpose of
facilitating a business relationship.
Recommendation:
It.is recommended that the City Council approve the enclosed
mutual nondisclosure agreement to ensure the two parties can
exchange information related to a new Internet Services
Agreement.
DO: an
Attachments
C: Eric Fresh
Nelly Giron, (originals)
Judy Lehr
Ali Nour
Project Control
Document Control
DATE: July 7, 2009
TO: Donal O'Callaghan, Director of Light & Power
FROM: Ali Nour, Engineering Manager
SUBJECT: Mutual Nondisclosure Agreement —
By and Between City of Vernon and Fujitsu Network Communications
Attached for your review, approval and submission to City Council is an amended Mutual
Nondisclosure Agreement by and between City of Vernon and Fujitsu Network
Communications. The City Attorney originally approved the agreement as to form,
provided minor changes were made to the agreement. Fujitsu accepted our changes, signed
and returned the attached nondisclosure agreement.
At this time, I request that the two original forms be signed by the City Administrator and
attested by City Clerk per our recommendation fully described in the attached Staff Report.
Should you need additional information, please let me know.
ARN/
Attachments
C: Project Control
Document Control — Fiber Optics Division
MUTUAL NONDISCLOSURE AGREEMENT
THIS MUTUAL NONDISCLOSURE AGREEMENT (the "Agreement") is by and between Fujitsu Network Communications, Inc., ("FNC"), a California
corporation with its principal place of business at 2801 Telecom Parkway, Richardson, Texas, Fax No. 972.479.2992 and City of Vernon ("City") with a
business address of4305 Santa Fe Avenue, Vernon, California 90058, Fax No.
FNC and the City agree as follows:
1. Purpose. FNC and City anticipate exchanging information regarding
FNC's products and services, including without limitation pricing, and City
may disclose its equipment requirements, location and topology for the
purpose of facilitating a business relationship (the "Purpose").
2. Confidential Information. "Confidential Information" means
information disclosed by either party (the "Discloser") to the other party (the
"Recipient') in connection with the Purpose, even if before the Effective Date,
or that, although not related to the Purpose, is nevertheless disclosed as a result
of the parties' discussions in that regard, and that should reasonably have been
understood by the Receiving Party because of legends or other markings, the
circumstances of disclosure or the nature of the information itself, to be
proprietary and confidential to the Discloser, an Affiliate of the Discloser or to
a third party. The term "Affiliate" means any person or entity directly or
indirectly controlling, controlled by, or under common control with a party.
3. Effective Date, Termination. The Effective Date of this Agreement is
June 4, 2009. This Agreement terminates the earlier of three (3) years after the
Effective Date or as terminated by either party upon not less than thirty-(30)
days' prior, written notice to the other party. The obligations of Recipient with
respect to Confidential Information received prior to termination will survive
any termination of this Agreement for aperiod of three (3) years.
4. Restrictions on Disclosure and Use. Recipient may use the Confidential
Information solely for the Purpose and will not disclose Confidential
Information to any third party. Recipient may disclose the Confidential
Information within its corporation only to those having a need to know for the
Purpose and having an obligation to protect information as required by this
Agreement. Recipient may disclose Confidential Information to an Affiliate or
subcontractor which has a need to know for the Purpose and is subject to a
written agreement, substantially in accordance with this Agreement, including
obligations not to disclose Confidential Information and not to use it other than
for the Purpose. In no case will Recipient or an Affiliate or subcontractor of
Recipient use the Confidential Information other than for the Purpose. City
and FNC acknowledge and agree that the other party and/or its Affiliates
develop, market and sell (and may develop, market and sell in the future)
systems, software, components, devices, and/or other products similar or
closely related in functionality to its own products. The parties acknowledge
and agree that the inclusion or embodiment of ideas, concepts and techniques
in information famished by one party to the other party under this Agreement
will not preclude the Recipient's independent development of products or
generic requirements containing or embodying similar ideas, concepts or
techniques, so long as Recipient complies with the obligations of this
Agreement.
5. Care. Recipient will use the same degree of care in safeguarding the
Confidential Information as it uses for its own confidential information of like
importance, but no less than reasonable care. Upon discovery of any
disclosure or misuse of Confidential Information, Recipient will promptly
notify the Discloser and will act to prevent any further disclosure or misuse.
6. Exceptions. Recipient's obligations of confidentiality and restrictions on
use will not apply to information that is: (i) known to Recipient before receipt
from Discloser without obligations of confidentiality or restrictions on
disclosure; (ii) generally available to the public (or becomes so) without the
fault or negligence of Recipient; (iii) received by Recipient from a source other
than Discloser without breach of an obligation of confidentiality owed to the
Discloser, or (iv) independently developed by Recipient without any use of
Discloser's Confidential Information.
City of Vernon
By:
Name:
Title:
7. Required Disclosures. Recipient is permitted to disclose Confidential
Information as required by law or regulation provided, however, that Recipient
will (a) give Discloser written notice promptly upon receipt of a disclosure
requirement and before the disclosure is made, (b) take reasonable actions and.
provide reasonable assistance to the Discloser to secure confidential treatment
of the Confidential Information, and (c) disclose only such Confidential
Information as is required.
8. Copies. Recipient will make copies of the Confidential Information only
as is necessary for the Purpose. Any copies will reproduce proprietary
marking(s) included therein.
9. Return. All Confidential Information will remain the property of
Discloser, and Recipient will promptly return all copies and excerpts thereof to
Discloser upon request, except that Recipient's legal counsel may retain a
copy, for use only as a record of the disclosure. Recipient may choose to
destroy such copies and excerpts instead of returning them, with written notice
to the Discloser.
10. Export Control. City may not export or re-export directly or indirectly
any hardware, software (including source code), technology, or direct products
of software or technology to any countries or nationals of any countries except
in compliance with the U.S. Export Administration Regulations ("EAR"), as
such regulations may change from time to time. Without limiting the
generality of the foregoing, City may not, without an export license provided
by the U.S. Commerce Department, or license exception provided under the
EAR: (i) export or re-export or release software (including source code for the
software) or technology to a national of a country in Country Groups D:I or E,
as the lists may change from time to time (see
http://www.access.gpo.gov/bis/ear/pelf/740spir.pdf for the current lists of
countries) or (ii) export to Country Groups D:l or F the direct product of
software or technology, if the Foreign -produced direct product is subject to
national security controls identified on the EAR's Commerce Control List.
City's obligations under this Section survive the ' expiration or other
termination of this Agreement.
11. Rights Not Granted. Nothing herein will be construed as granting to
Recipient any rights, express or implied, in Discloser's Confidential
Information, other than the right to use it for the Purpose of this Agreement.
12. Right to Disclose. Each party represents to the other that it has the right
to disclose the Confidential Information to the other party and will indemnify
and defend the other party from any claims
13. Entire Agreement. This is the entire agreement between the parties as to
the subject matter hereof and supersedes any previous agreements, oral or
written, as to its subject matter. It may be modified only by written agreement
of the parties.
14. Assignment. This Agreement will not be assigned without written
authorization of the other party.
15. Governing Law. This Agreement will be governed by the laws of the
State of Texas without regard to its.choice of law provisions.
16. Signatures. When the authorized representative of either party signs this
Agreement, a copy, duplicate or facsimile of such signed agreement will have
the same force and effect as one bearing an original signature.
The patties do hereby execute this Agreement as of the Effective Date set forth
above.
Fujitsu Netwo Communications, Inc.
By.
Name: Ati".-CL 6L /CLtPr�
Title: V16 rSQ�eS
MUTUAL NONDISCLOSURE AGREEMENT
THIS MUTUAL NONDISCLOSURE AGREEMENT (the "Agreement") is by and between Fujitsu Network Communications, inc., ("FNC"), a California
corporation with its principal place of business at 2801 Telecom Parkway, Richardson, Texas, Fax No. 972.479.2992 and City of Vernon ("City") with a
business address of4305 Santa Fe Avenue, Vernon, California 90058, Fax No.
FNC and the City agree as follows:
1. Purpose. FNC and City anticipate exchanging information regarding
FNC's products and services, including without limitation pricing, and City
may disclose its equipment requirements, location and topology for the
purpose of facilitating a business relationship (the "Purpose").
2. Confidential Information. "Confidential Information" means
information disclosed by either party (the "Discloser") to the other party (the
"Recipient') in connection with the Purpose, even if before the Effective Date,
or that, although not related to the Purpose, is nevertheless disclosed as a result
of the parties' discussions in that regard, and that should reasonably have been
understood by the Receiving Party because of legends or other markings, the
circumstances of disclosure or the nature of the information itself, to be
proprietary and confidential to the Discloser, an Affiliate of the Discloser or to
a third party. The term "Affiliate" means any person or entity directly or
indirectly controlling, controlled by, or under common control with a party.
3. Effective Date, Termination. The Effective Date of this Agreement is
June 4, 2009. This Agreement terminates the earlier of three (3) years after the
Effective Date or as terminated by either party upon not less than thirty-(30)
days' prior, written notice to the other party. The obligations of Recipient with
respect to Confidential Information received prior to termination will survive
any termination of this Agreement for a period of three (3) years.
4. Restrictions on Disclosure and Use. Recipient may use the Confidential
Information solely for the Purpose and will not disclose Confidential
Information to any third party. Recipient may disclose the Confidential
Information within its corporation only to those having a need to know for the
Purpose and having an obligation to protect information as required by this
Agreement. Recipient may disclose Confidential Information to an Affiliate or
subcontractor which has a need to know for the Purpose and is subject to a
written agreement, substantially in accordance with this Agreement, including
obligations not to disclose Confidential Information and not to use it other than
for the Purpose. In no case will Recipient or an Affiliate or subcontractor of
Recipient use the Confidential Information other than for the Purpose. City
and FNC acknowledge and agree that the other party and/or its Affiliates
develop, market and sell (and may develop, market and sell in the future)
systems, software, components, devices, and/or other products similar or
closely related in functionality to its own products. The parties acknowledge
and agree that the inclusion or embodiment of ideas, concepts and techniques
in information furnished by one party to the other party under this Agreement
will not preclude the Recipient's independent development of products or
generic requirements containing or embodying similar ideas, concepts or
techniques, so long as Recipient complies with the obligations of this
Agreement.
5. Care. Recipient will use the sarne degree of care in safeguarding the
Confidential Information as it uses for its own confidential information of like
importance, but no less than reasonable care. Upon discovery of any
disclosure or misuse of Confidential Information, Recipient will promptly
notify the Discloser and will act to prevent any further disclosure or misuse.
6. Exceptions. Recipient's obligations of confidentiality and restrictions on
use will not apply to information that is: (i) known to Recipient before receipt
from Discloser without obligations of confidentiality or restrictions on
disclosure; (ii) generally available to the public (or becomes so) without the
fault or negligence of Recipient; (iii) received by Recipient from a source other
than Discloser without breach of an obligation of confidentiality owed to the
Discloser; or (iv) independently developed by Recipient without any use of
Discloser's Confidential Information.
City of Vernon
By:
Name:
Title:
7. Required Disclosures. Recipient is permitted to disclose Confidential
Information as required by law or regulation provided, however, that Recipient
will (a) give Discloser written notice promptly upon receipt of a disclosure
requirement and before the disclosure is made, (b) take reasonable actions and
provide reasonable assistance to the Discloser to secure confidential treatment
of the Confidential Information, and (c) disclose only such Confidential
Information as is required.
8. Copies. Recipient will make copies of the Confidential Information only
as is necessary for the Purpose. Any copies will reproduce proprietary
marking(s) included therein.
9. Return. All Confidential Information will remain the property of
Discloser, and Recipient will promptly return all copies and excerpts thereof to
Discloser upon request, except that Recipient's legal counsel may retain a
copy, for use only as a record of the disclosure. Recipient may choose to
destroy such copies and excerpts instead of returning them, with written notice
to the Discloser.
10. Export Control. City may not export or re-export directly or indirectly
any hardware, software (including source code), technology, or direct products
of software or technology to any countries or nationals of any countries except
in compliance with the U.S. Export Administration Regulations ("EAR"), as
such regulations may change from time to time. Without limiting the
generality of the foregoing, City may not, without an export license provided
by the U.S. Commerce Department, or license exception provided under the
EAR: (i) export or re-export or release software (including source code for the
software) or technology to a national of a country in Country Groups D:1 or E,
as the lists may change from time to time (see
htip://www.access.gpo-gov/bisiearlpdf/740spir.pdf for the current lists of
countries) or (ii) export to Country Groups DA or E the direct product of
software or technology, if the foreign -produced direct product is subject to
national security controls identified on the EAR's Commerce Control List.
City's obligations under this Section survive the expiration or other
termination of this Agreement.
11. Rights Not Granted. Nothing herein will be construed as granting to
Recipient any rights, express or implied, in Discloser's Confidential
Information, other than the right to use it for the Purpose of this Agreement.
12. Right to Disclose. Each party represents to the other that it has the right
to disclose the Confidential Information to the other arty and will indemnify
and defend the other party from any claims
13. Entire Agreement. This is the entire agreement between the parties as to
the subject matter hereof and supersedes any previous agreements, oral or
written, as to its subject matter. It may be modified only by written agreement
of the parties.
14. Assignment. This Agreement will not be assigned without written
authorization of the other party.
15. Governing Law. This Agreement will be governed by the laws of the
State of Texas without regard to its choice of law provisions.
16. Signatures. When the authorized representative of either party signs this
Agreement, a copy, duplicate or facsimile of such signed agreement will have
the same force and effect as one bearing an original signature.
The parties do hereby execute this Agreement as of the Effective Date set forth
above.
Fujitsu Netwo k!Communications, Inc.
By: 6. `
Name: A 61-CL 4 eL A �U LGt e - t /
Title: L/ , Qho