HomeMy WebLinkAbout14- Alpine Technology, Mutual non-disclosure agreement Alpine•,;-g °0.
Mutual Non-Disclosure „,,,. .w.., °”
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This Non-Disclosure Agreement(hereinafter called "Agreement") is effective as of 42//'/2 O 1 y(the "Effective Dote")between Alpine Technology,
Corp, Inc.�,9 a Colorado Corporation, having its principal place of business at 964 Red Brooke Drive, Colorado Springs, Colorado, and
GCS U Pys �� a Corporation having its princi al
(2( !� . Iztr g c kv'e-•) �l Its- 50)MI5 p place of business at
1. Confidential Information as used herein shall mean any and all was communicated by the other party to the recipient; (e) it is
proprietary business and/or technical knowledge, data or information independently developed by the receiving party without reference to the
provided by either party to the other, including but not limited to trade Confidential Information of the other party or without breach of this
secrets, inventions, ideas,drawings,models,processes,source and object Agreement; or(f) it is disclosed in response to a valid order by a court or
codes, data, programs, other works of authorship, know—how, other governmental agency,provided that the recipient provides the other
improvements,developments,techniques, information related to current, party with prior written notice of such disclosure in order to permit the
future and proposed products and services,information regarding research, other party to seek confidential treatment of such information.
experimental work, design details and specifications, business plans, 4.Upon termination or expiration of this Agreement,or upon written
budgets, engineering, financial information, procurement requirements, request of the other party,and unless otherwise required by law,each party
licenses, contracts, prices and costs, suppliers, customers, investors, shall,to the extent reasonably feasible,destroy or,upon request,promptly
I employees, business and contractual relationships, business forecasts, return to the other party all documents and other tangible materials
internet systems and applications, processes and information regarding containing the other's Confidential Information and all copies thereof.
third parties.
5.Nothing contained in this Agreement shall be construed as granting
2. Alpine recognizes the receiving party is a public entity and must any property rights,by license or otherwise,to any Confidential Information
comply with requirements related to the retention and release of public of the other party,or to any invention or any patent,copyright,trademark,
records.The receiving party agrees to retain the Confidential Information of know-how or other intellectual property right that has issued or that may
the other party in strict confidence for a period of three(3)years from the issue based on such Confidential Information,that was acquired prior to or
date of receipt of the Confidential Information and,to the extent authorized after the date of this Agreement.Neither party shall make,have made,use
by law,shall not disclose the Confidential Information to any third party, or sell for any purpose any product, service or other item using,
except as approved in writing by the other party to this Agreement,and will incorporating or derived from any Confidential Information of the other
use and reproduce the Confidential Information for no purpose other than party unless done pursuant to subsequent agreement between the parties.
for, in this specific case, assisting the City in the City's investigation into Each party agrees that the software,web applications or other intellectual
whether Alpine's software applications can integrate with the City's existing property of the other party contains valuable confidential information and
databases. Each party shall only permit access to Confidential Information each party agrees that it will not modify, reverse engineer, decompile,
of the other party to those of its employees or authorized representatives create other works from,or disassemble any software,web applications or
having a need to know or as required by law, and otherwise protect the other intellectual property of the other without the prior written consent of
Confidential Information of the other party with no less restrictive means the other party.
than it uses to protect its own confidential and proprietary information. 6. The recipient's obligations shall survive termination of this
Each party shall immediately notify the other upon discovery of any loss or Agreement.
unauthorized disclosure of the Confidential Information of the other party. 7. Each party acknowledges that its breach of the Agreement will
3.Each party's obligations under this Agreement with respect to any cause irreparable damage and hereby agrees that the other party shall be
portion of the other party's Confidential Information shall terminate when entitled to seek injunctive relief. Neither party shall export, directly or
the recipient can document that:(a)it was in the public domain at the time indirectly any technical data acquired pursuant to this Agreement or any
it was communicated to the recipient by the other party; (b) it becomes product or service incorporating such data to any country for which the U.S.
publicly known through no wrongful act on the part of the recipient;(c)it government or any agency thereof at the time of export requires an export
was in the recipient's possession free of any obligation of confidence at the license or other governmental authorization unless properly authorized by
time of disclosure by the other party;(d)it was rightfully communicated to the U.S.government or agency thereof.
the recipient free of any obligation of confidence subsequent to the time it
Alpine agrees this collaborative effort does not create a right of any kind of Alpine into a future contract for purchase or license of hardware/software from
Alpine and the City may use the results of the collaborative effort to develop an RFP or other public procurement process.
IN WITNESS THEREOF the parties have caused this Agreement to be executed by their duly authorized representatives.
Organization: G cid tt 13oI-1fi(/{1 Company: Alpine Technology Corporation
C_) /---Signature:
Signature: k (I 0
Print Name and Title: C, ,-
(. j( )&tA kit ISIS) Ci1Q"Vj l 1 , U Print Name: Steve Fleming,Chief Operatiifficer