HomeMy WebLinkAbout2017-054-E IT - CenturyLink - Mutual Nondisclosure Agreement DocuSign Envelope ID:A39ECC2C-052C-41 B7-8CDE-F315D803E6CE
MUTUAL NONDISCLOSURE AGREEMENT
THIS AGREEMENT (the "Agreement"), effective on Recipient must immediately notify the Discloser of that
January 31, 2017, between CenturyLink for itself and its obligation. The Discloser may move the ordering court or
subsidiaries and affiliates ("CenturyLink") and Orange authority for a protective order or other appropriate relief.
County, ("Customer"), is to protect confidential 3. Term. The term of this Agreement is 3 years from the
information disclosed by either party to the other party.
effective date ("Term"). Either party may terminate the
To the extent permitted by North Carolina public records Agreement at any time on 60 days written notice, unless
law, set forth at Chapter 132 of the North Carolina General another agreement between the parties provides differently.
Statutes,the parties agree as follows: The parties' obligations not to disclose or improperly use
1. Confidential Information. For purposes of this Confidential Information received during the Term will
Agreement, the party disclosing Confidential Information continue for 2 years after this Agreement expires or is
is the "Discloser," and the party receiving Confidential terminated. Early termination of this Agreement does not
Information is the "Recipient." Confidential Information relieve the Recipient of its obligations for Confidential
means all nonpublic information concerning the parties' Information exchanged before the effective date of
business including, but not limited to, all tangible, intangible, termination.
visual, electronic, present, or future information such as: 4. Use of and Duty of Care to Protect Confidential
(a)trade secrets; (b)financial information,including pricing; Information. The Recipient will use the Confidential
(c)technical information, including research, development, Information only to further the relationship between the
procedures, algorithms, data, designs, and know-how; parties. If any material non-public information is disclosed,
(d)business information, including operations, planning, Recipient agrees that it will comply with SEC Regulation
marketing interests, and products; and (e)the terms of any FD (Fair Disclosure), and refrain from trading in the
agreement between CenturyLink and Customer and the Discloser's stock until that material non-public information
discussions, negotiations and proposals related to that is publicly disseminated. Confidential Information may not
agreement. Confidential Information disclosed to the other be disclosed to any third party without the written consent
party must be clearly identified. Written Confidential of the Discloser. Each party agrees that the other may
Information must be clearly marked in a conspicuous place disclose Confidential Information it receives to its
with an appropriate legend identifying the information as subsidiaries or affiliates (or agents who have a need to
confidential. Confidential Information that is not written know and have a non-disclosure obligation at least as
must be identified as Confidential Information at the time of restrictive as this Agreement), subject to the terms of this
disclosure and confirmed in writing delivered to the Agreement. CenturyLink may disclose Confidential
Recipient within 15 days following its disclosure. The Information, subject to the terms of this Agreement, to any
protections of this Agreement will apply during those 15 entity authorized to sell CenturyLink products or services
days. under the"CenturyLink,""CenturyTel"or"Embarq"brand
names. The Recipient must provide at least the same
2. Confidential Information Exceptions. The Recipient reasonable care to avoid disclosure in breach of this
does not have an obligation to protect Confidential Agreement or unauthorized use of the Confidential
Information that is: (a)in the public domain through no Information as it provides to protect its own similar
fault of the Recipient; (b)within the legitimate possession confidential information. The Recipient will not reproduce
of the Recipient, with no confidentiality obligations to a Confidential Information except to accomplish the purpose
third party; (c)lawfully received from a third party having of this Agreement.
rights in the information without restriction, and without
notice of any restriction against its further disclosure; 5. Ownership.Except as required by the North Carolina
(d)independently developed by the Recipient without Public Records Law and the Orange County Records
breaching this Agreement or by parties who have not had, Retention Policy, Confidential Information remains the
either directly or indirectly, access to or knowledge of the property of the Discloser. No rights, licenses, trademarks,
Confidential Information; (e) disclosed with the prior inventions, copyrights, patents, or other intellectual
written consent of the Discloser; or (f) is the subject of a property rights are implied or granted under this
legitimate disclosure request under public records law or Agreement, except to use the Confidential Information as
similar applicable public disclosure laws governing this provided in this Agreement. On termination of this
Agreement, provided that in the event the Customer Agreement or at the Discloser's request, all written,
receives a public records or other similar applicable recorded, graphical, or other tangible Confidential
request, Customer will give CenturyLink prompt notice Information, including copies, must be returned to the
and otherwise perform the functions required by applicable Discloser or destroyed by the Recipient. At the request of
law. If Confidential Information is required to be produced the Discloser, the Recipient will furnish a certificate,
by law, court order, or governmental authority, the signed by an officer of the Recipient, certifying that any
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CenturyLink Confidential and Proprietary Information
DocuSign Envelope ID:A39ECC2C-052C-41 B7-8CDE-F315D803E6CE
Confidential Information not returned to the Discloser has other form of legal entity or business enterprise. Any
been destroyed. business relationship between the parties will be governed
6. Indemnity. Each party warrants that it has the right to by a separate agreement.
disclose all Confidential Information that it discloses to the 10. Export Compliance. Each party will comply with the
other party. CenturyLink will indemnify and defend the applicable United States' export laws and regulations for
Customer from all third-party claims resulting from the any technical data exchanged under this Agreement.
negligent or wrongful disclosure by the indemnifying party 11. Miscellaneous. Each party acknowledges that the
of a third-party's confidential information. Otherwise,
neither party makes any representation or warranty about other party may be performing the same or similar services
the Confidential Information. Neither party will be liable for others in the same industry and that a party may use the
for indirect, incidental, punitive, or consequential damages same personnel to provide those services to others in the
for any cause of action, whether in contract, tort, or same industry and to develop new products and services.
otherwise, arising out of a breach of this Agreement. These personnel must continue to abide by the terms of this
CenturyLink agrees to indemnify and hold harmless Agreement.
Customer and each of its officers, employees, and agents 12. General. This Agreement: (a)is governed by
from all costs, damages, and expenses incurred in applicable federal law and regulations and the law of North
connection with refusing to disclose any material which Carolina, without regard for its choice of law provisions;
CenturyLink has designated as Confidential Information. (b)represents the parties' entire understanding regarding
7. Breach of Agreement. Any claim a party has for Confidential Information, and supersedes any prior
breach of this Agreement must be filed(a)within 1 year of agreements or discussions, written or oral, regarding
Discloser's first knowledge of the breach, and (b)no later Confidential Information; (c)may be modified only by
than 1 year after the expiration of the period that the written amendment signed by the parties' officers or
Recipient has a duty to protect the Confidential authorized designees; (d)is to be considered severable,
Information.
and if any provision of this Agreement is illegal or
unenforceable, the unaffected provisions will remain in
8. Right to Enjoin Disclosure.The parties acknowledge effect; (e)contains headings for reference only; these
that a Recipient's unauthorized disclosure or use of headings have no effect on any provision's meaning;
Confidential Information may result in irreparable harm. If (f)does not extend to any third-party beneficiaries.If either
there is a breach or threatened breach of this Agreement party fails to enforce any right or remedy under this
the Discloser may seek a temporary restraining order and Agreement, that failure is not a waiver of the right or
injunction to protect its Confidential Information. This remedy for any other breach or failure by the other party;
provision does not alter any other remedies available to and (g) this Agreement together with any amendments or
either party.. modifications may be executed electronically,all electronic
9. No Partnership or Joint Venture Formed. The signatures affixed hereto evidence the intent of the Parties
exchange of Confidential Information between the parties to comply with Article 11A and Article 40 of North
is not and does not create a partnership, joint venture, or Carolina General Statute Chapter 66.
By signing below,the parties agree to this Agreement's terms effective on the date written above.
CENTURYLINK
DocuSigned by: ,¢.,DocuSigned by:
By: RA
By: fitlAkutt, kublvittleStti
A_ x4-; 2 6144re A osk a§im re
Date: 2/1/2017 Date: 2/6/2017
Derek Kelly state & Local Govt Affairs
Bonnie Hammersley, County Manager
Name and Title(please type or print) Name and Title(please type or print)
Address: Address:
150 Fayetteville st. , suite 970 Raleigh, NC 27601 200 S.Camerson St.
P.O. Box 8181
Hillsborough,NC 27278
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CenturyLink Confidential and Proprietary Information