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HomeMy WebLinkAbout01- Non-Disclosure and Confidentiality Agreement with Western Wireless and County ~ .,. " ' ~ Non-Disclosure and Confidentiality Agreement l. This Non-Disclosure Agreement (the "Agreement") is made and entered into this 19,t..... day of -:SUli\-e ,2001 by, between and among Western Wireless Corporation, and its affiliates and subsidiaries on one hand ("Western") and r7",lItt +"1/1 County ("County") on the other. Western and County shall hereinafter collectively be referred to as the "Parties. " 2. The Parties desire to discuss the implementation of Phase I and Phase II E911 service pursuant to FCC Order and to exchange information for the purpose of such implementation. In order to facilitate these discussions and in order for County to receive from Western, either orally or in writing, certain technical and business information under terms that will protect the confidential and proprietary nature of such information, the Parties have entered into this Agreement. For purposes herein, any technical or business information of third persons furnished or disclosed by Western to County shall be deemed Western information and, accordingly, shall be subject to the terms and conditions of this Agreement. 3. Western may find it beneficial to disclose to County certain information which may include, but is not limited to, trade secrets, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, maps, blueprints, diagrams, flow and other technical, financial or business information (the "Information"). Such Information which is provided in written, encoded, graphic, or other tangible form shall be deemed to be confidential and proprietary ifit is clearly marked confidential. If the Information is provided orally, it shall be deemed to be confidential and proprietary if it is so identified by Western at the time of such disclosure. Western may confirm, within three days of making oral confidential statements, that such information was confidential and proprietary. 4. County agrees that they shall hold such Information in confidence and shall use same solely for the purpose set forth in paragraph 2 above, and further agree that they shall not make disclosure of any such Information to anyone except those employees necessary to review such Information. Prior to providing the Information to any employee, County will notify each employee to whom such disclosure is made that such information is received in confidence and shall be kept in confidence by such employee. In the event .. -i ;,., . . such Information must be disclosed by County to third persons for the purpose set forth in paragraph 2 above, County shall, prior to such disclosure, obtain written consent from Western and obtain from the third person a written agreement regarding confidentiality of the Information, the terms of which shall be substantially identical to those contained herein. 5. This Agreement shall not apply to any information (a) previously known to County free of any obligation to keep it confidential; (b) that has been or which becomes publicly known, through no wrongful act of either party; (c) which is rightfully received from a third party who is under no obligation of confidence to Western; (d) or which is independently developed by County without resort to the Information that has been disclosed pursuant to this Agreement; or (e) is required to be disclosed in order to comply with applicable law or regulation or with any requirement imposed by judicial or administrative process or any governmental or court order. 6. All Information shall be returned to Western promptly upon written request. In the event the Parties decide not to implement Phase I or Phase II E9ll service as described above, then all such disclosed Information shall be returned to Western upon request. Any future relationship between the Parties regarding the subject matter hereof shall be the subject of a separate agreement to be negotiated and executed by the Parties. 7. County shall not in any way or in any form distribute, disclose, publicize, issue press releases, or advertise in any manner, including, but not limited to, making representations in court pleadings, except as required under law, the discussions that gave rise to this Agreement or the discussions or negotiations covered by this Agreement or the information provided pursuant to this Agreement, without first obtaining the prior written consent of Western. 8. Neither this Agreement nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable by either party and the obligations contained in this Agreement shall survive and continue to a period of three (3) years from the date of this Agreement. 9. This Agreement shall be governed by and constituted and enforced in accordance with the internal laws of the State of kJa sh (V\~, and shall be binding upon the parties hereto in the United States and worldwide. Failure to enforce any provision of this Agreement shall not constitute a waiver of . . ,. ; . ... . . any other term hereof. IN WITNESS HEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and year written above. WESTERN WIRELESS CORP. GALLATIN COUNTY ~. Ct..cy._ , . By: -L '. I t-.;/I f.",t' ;' '- """-c....~ ~ . 'B. tv..... t..-l\ t, I (..- i..A- /( 1),r~~(*1 'Ev:.~V\.~ Aj7~~ Its: Commission Chairman CITY OF BOZEMAN 131;-- . --- \ \ ~ Its: N\~bt.~~