HomeMy WebLinkAbout2025-282-E-Human Resources-DISA GLOBAL SOLUTIONS INC-DISA GLOBAL SOLUTIONS INCUnilateral NDA (Technical Information) Page 1 | 4
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UNILATERAL NONDISCLOSURE AGREEMENT
This UNILATERAL NONDISCLOSURE AGREEMENT ("Agreement"), effective the 29 day of
May, 2025 ("Effective Date"), is made by and between, Orange County, North Carolina (Receiving
party) with a mailing address of PO BOX 8181, Hillsborough, NC 27278 and DISA Global Solutions,
Inc. (Disclosing Party), d/b/a CastleBranch, with a mailing address of 1844 Sir Tyler Drive,
Wilmington, NC 28405 (collectively, "Parties").
Receiving Party requires from Disclosing Party certain technical information, which Disclosing
Party considers to be Confidential Information (as defined below), for the purpose of evaluating its potential
purchase or use of Disclosing Party's products and services ("Permitted Purpose"). Disclosing Party desires
t o set forth the terms under which Receiving Party shall safeguard and use the Confidential Information.
In consideration of the terms, covenants and conditions described herein, the parties agree as follows:
1.Scope of Confidential Information
Confidential Information . Confidential Information means any information relating to the Disclosing
Party's technical, security, functionality, accessibility, or risk assessment status, and if applicable, any and
all technical information disclosed or furnished by Disclosing Party to Receiving Party in connection
therewith.
2.Use and Disclosure of Confidential Information
2.1. Confidentiality. Receiving Party shall use the Confidential Information only for the Permitted
Purpose of this Agreement and for no other purpose. Except as otherwise permitted by this Agreement,
Receiving Party shall keep secret, retain in strictest confidence, and prevent the unauthorized duplication,
use, and disclosure of the Confidential Information. Receiving Party shall have in place adequate technical,
administrative, and physical security measures to ensure that Confidential Information disclosed under this
Agreement is safeguarded from unauthorized disclosure or use.
2.2. Limited Access. Receiving Party shall limit access to the Confidential Information to only those
of its employees responsible for conducting or overseeing the Permissible Purpose, and authorized agents
or representatives who have a need-to-know such Confidential Information for the purpose for which it is
disclosed and to those parties to whom disclosure is required by law or expressly authorized b y the terms
of this Agreement ("Authorized Recipients"). When Receiving Party discloses Confidential Information to
any Authorized Recipient , it shall be Receiving Party's responsibility to ensure that all Authorized
Recipients recognize Disclosing Party's claim of proprietary status for all Confidential Information,
together with the restrictions on duplication, use , and disclosure contained in this Agreement. Receiving
Party shall remain responsible and liable to Disclosing Party for any disclosure or use by Authorized
Recipients contrary to the protections in this Agreement.
2.3. Standard of Care. Receiving Party agrees that it will protect the confidentiality of the Confidential
Information through the exercise of: (a) the precautions set forth in Sections 2.1 and 2.2, and, (b) no less
protection and care than it customarily uses in preserving and safeguarding its own Confidential
Information.
2.4. Nondisclosure and Other Restrictions . Except as specifically permitted in this Agreement, the
Receiving Party shall not, voluntarily or involuntarily, directly or indirectly, in whole or in part, in any
manner whatsoever, (i) communicate, disclose, divulge, distribute, duplicate, photocopy, reproduce, or
transmit the Confidential Information to any person or entity; (ii) use the Confidenti al Information,
including (1) to the advantage or benefit of any person or entity other than Disclosing Party, (2) to the
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commercially competitive detriment of Disclosing Party, (3) in an unlawful manner, or (4) to interfere with
or attempt to terminate or otherwise adversely affect any business relationship of the Disclosing Party; (iii)
copy, modify, reverse-engineer, decompile, disassemble, or ot herwise incorporate the Confidential
Information in any aspect of Receiving Party's existing or future business; or (iv) represent that Receiving
Party has any ownership or other right or interest in or to the Confidential Informat ion.
2.5. Legally Compelled Disclosure. Notwithstanding anything in this Agreement to the contrary,
nothin g in th is Agreement sh all prevent Receivin g Party from disclosing Confident ial Information t o the
extent the Receiving Party is legally required or compelled to do so by law, or any governmental
in vestigative or judicial agency or body pursuant to proceedings over which such agency or body has
jurisdiction; provided, however, that prior t o making an y such requ ired or com pelled disclosure, Receiving
Part y shall, if permitted by law,: (i) assert in writing the confidential nature of the Confidential Information
t o such agen cy or body; (ii) prompt ly not ify Disclosing Party in writin g of such order or requirement to
disclose; and (iii) cooperat e fully with Disclosin g Part y in protecting against or limiting any such disclosure
an d/or obtainin g a protect ive order, confident ial treatment, an d/or an y oth er rem edy narrowin g th e scope
of the requ ired or com pelled disclosu re an d protecting its confidentiality. If a protect ive order, confidential
treatment, and/or other remedy is not obtained, or if the Disclosing Party waives compliance with th e
provisions of th is Agreement as applied to such required or compelled disclosure, then Receiving Party
may, without liability, disclose Disclosing Party’s Confidential Information to the extent that it is legally
required or compelled to disclose. Receiving Party shall furnish only that portion of Disclosing Party’s
Confidential Information that is legally required to disclose and shall make all reasonable and diligent
efforts to obtain reliable assurances that confidential treatment shall be afforded to Confidential Information
so disclosed. If it is the case that the Receiving Party is a local government, state or federal agency, or a
division thereof, that is subject to a respective state or federal Freedom of Information Act (“FOIA”)
law, Disclosing party acknowledges and agrees that Receiving Party may be obligated to disclose the
Confidential Information to the governing body, with or without notice to Disclosing Party. Both Parties
recognize and agree to adhere to North Carolina's public records law, set forth at Chapter 132 of the North
Carolina General Statutes. Disclosing Party agrees to indemnify and hold harmless Receiving Party and its
officers, employee, and agents from all costs, damages, and expenses incurred in connection with refusing
to disclose any information.
2.6. Continuing Effect. The foregoing obligations of confidentiality and nondisclosure shall not be
affected or terminated by (i) bankruptcy, receivership, assignment for the benefit of creditors, attachment or
seizure, whether initiated by a party or otherwise; (ii) a trustee of a party in bankruptcy or by a party as a
debtor in possession or equivalent under any bankruptcy law; or (iii) the failure or termination of any
other agreement or business between the parties.
2.7. Notice of Violation. Receiving Party shall notify Disclosing Party of any unauthorized use or
disclosure of Confidential Information and shall cooperate with Disclosing Party in commercially
reasonable ways to regain possession of the Confidential Information and prevent any further unauthorized
use or disclosure.
3. Certain Rights and Limitations
3.1. Term of Confidentiality. Receiving Party's obligations of confidentiality and non-use as to any
item of Confidential Information disclosed or received under this Agreement are binding throughout the
duration thereof, which Disclosing Party may terminate at any time. The obligations of this Section 3.1
shall remain in force for a period of two (2) years from the date of the termination of this Agreement,
provided any item of Confidential Information is not otherwise excepted from nondisclosure under this
Agreement or pursuant to another written agreement between the parties.
3.2. No Requirement to Mark as Confidential. There is no affirmative obligation to designate, mark, or
stamp information as "confidential," "proprietary," or "trade secret" for said information to be considered
Confidential Information. Confidential Information shall be protected by this Agreement regardless of
whether it is so designated, marked, or stamped, if it is provided in connection with Pathis ge 2 | 4 Agreement.
However, the Disclosing Party may designate, mark or stamp any Confidential Information as confidential
or the like.
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4.Remedies
4.1. Injunctive and Other Relief. The Receiving Party agrees that any violation of this Agreement will
cause irreparable injury to the Disclosing Party. The Receiving Party further agrees that the Disclosing
Party shall be entitled, in addition to any other rights or remedies it may ha ve at law or in equity, to seek an
injunction enjoining and restraining the Receiving Party (and/or any person or entity to whom or which the
Receiving Party has disclosed or provided access to the Confidential Information) from violating,
threatening to violate, or continuing to violate this Agreement. However, the Disclosing Party, its
successors and assigns, may pursue any other remedies available, in addition to injunctive relief, whether
at law or in equity, including the recovery of damages, all of which re medies shall be cumulative and in
addition to all other rights, remedies, powers , and privileges of the Disclosing Party.
4.2. No Impairment . The terms of this Agreement and the remedies contained herein shall be in addition
to, and shall not supersede or otherwise restrict, limit , or impair the rights of the Disclosing Party under any
local, state or federal law, rule, regulation or order dealing with or providing a remedy for wrongful
disclosure, use, appropriation , or application of Confidential Information.
5.Confidential and Intellectual Property Protections.
Nothing herein shall be construed (i) as a grant or assignment of any right or license in or to the Confidential
Information; or (ii) as a grant of any right to Disclosing Party's patents, copyrights, trademarks, trade secrets
or other intellectual property rights.
6.Miscellaneous
6.1. Notices. All notices required or permitted under this Agreement shall be in writing, unless
otherwise specified, and shall be (i) delivered personally or (ii) deposited with a reputable overnight courier
service which provides a date stamped receipt, addressed to the applicable party at the address set forth at
the beginning of this Agreement or to such other address as hereafter may be furnished to the other party
in writing pursuant to this paragraph. All notices so given shall be deemed effective and received upon the
earlier of (i) actual receipt or (ii) one (1) business day after deposit with the referenced overnight courier
service.
6.2. Assignment . The responsibilities, obligations, and covenants of the Receiving Party herein are
personal to such party. The Receiving Party shall not assign any responsibilities, obligations, or covenants
hereunder or this Agreement without the Disclosing Party's express prior written consent. Any purported
assignment not in accordance with this Agreement shall be null and void.
6.3. Binding Effect . All terms, covenants, conditions, and agreements of this Agreement shall be
binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
This Agreement shall not create any joint venture, partnership, empl oyment, or agency relationship between
the parties.
6.4. Waiver. The Disclosing Party's waiver of any breach or failure to enforce any of the terms and
conditions of this Agreement at any time shall not affect, limit , or waive the Disclosing Party's right
thereafter to enforce and compel strict compliance with every term and condition hereof .
6.5. Amendment . The terms of this Agreement may not be amended or modified except by a written
agreement duly executed by both parties.
6.6. Severability. If any of the terms, covenants, conditions, or agreements herein for any reason shall
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality , or unenforceability
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shall not affect any of the other terms, covenants, conditions , or agreements herein , and the terms,
covenants, conditions, and agreements herein thereafter shall be construed as if such invalid, illegal or
unenforceable terms, covenants, conditions, and agreements were never contained herein .
6.7. Survival; Entire Agreement . All covenants, restrictions, and obligations contained in this
Agreement shall survive termination of this Agreement, the termination of discussions, or the
consummation of any transaction between the parties. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter herein and supersedes all prio r discussions and written
and oral agreements with respect thereto.
6.8. Headings; Captions. The headings or captions are provided in this Agreement for convenience
only. Such headings or captions shall not limit or affect the construction of, or be considered in interpreting,
this Agreement. The term "including" shall mean without limitation by reason of enumeration. The term
"herein" shall refer to this entire Agreement .
6.9. Duplicate Originals; Counterparts. This Agreement may be executed in duplicate or triplicate
originals. Both parties agree that the duplicate or triplicate originals hereof are identical, and further agree
that any fully executed original shall be admissible in any proceeding, legal or otherwise, without the
production of another such original. In addition, this Agreement (including any duplicate or triplicate
original of this Agreement) may be executed in one or more counterparts for signature, each of which
counterparts shall be deemed an original and valid instrument, but all of which counterparts together shall
constitute one and the same instrument. The parties further agree that original signatures are not necessary,
and that copies of original signatures transmitted via electronic mail or facsimile, as well as electronic
records and electronic signatures, are accepted, admissible, and enforceable t o the fullest extent permitted
by law.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly
authorized representative in such form as to be binding, all effective as of the day and year first above
written. If executing this document using electronic signatures, the parties agree that the electronic
signatures shall hold the same validity, force, and effect as a traditional wet -signature.
DISA Global Solutions , Inc., d/b/a CastleBranch Orange County
_______________________________________ _________________________________________
Signature Signature
_______________________________________ _________________________________________
Print or Type Name Print or Type Name
_______________________________________ _________________________________________
Title Title
_______________________________________ _________________________________________
Date Date
TRAVIS MYREN
COUNTY MANAGER
ANDREW BEAVER
VICE PRESIDENT
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6/6/2025 6/9/2025
Revised 01/24
1
ORANGE COUNTY—INTERNAL USE ONLY
______________________________________________________________________________
Finance Information
Vendor Name: DISA GLOBAL SOLUTIONS INC. Castle Branch Vendor Contact Person: Cat DiCaprio Phone:
Address: 1844 Sir Tyler Drive, Suite 200, City Wilmington
State: NC Zip: 28405 Department: Amount: Purpose: Budget Code(s): Vendor #
46367
Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No
Contract Details
Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment )
Effective Date End Date Notice Date (Notice Purpose )
Award
Approved by Board (Agenda Date: ); Made or Administered by
Signature Authority
- BOCC Express Delegation (Agenda Date: )
- Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000
- Budget Policy Section XV (Capital Improvement Project: )
Bidding
Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# )
Department Affirmation
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement.
This agreement is approved as to technical form and content. Services related to this agreement have alread y
begun or been completed. Description of the nature of the emergency condition that was addressed:
Department Director’s Signature ________________________________________ Date: ________
Information Technologies
This agreement has been reviewed and is approved as to information technology content and specifications:
Office of the Chief Information Officer__NA_________________________________ Date: ________
Inapplicable because no hardware/software purchases or related services
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer_____NA______________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act:
Office of the Chief Financial Officer _________NA__________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney ______________NA____________________________Date: ________
Clerk to the Board
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Received for record retention:
Office of the Clerk to the Board __________________________________________Date:_________
Docusign Envelope ID: 78CA7A8E-B561-4CF0-9F38-83E29630801B
6/9/2025