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Home My WebLink AboutNTEA/Steets/Nondisclosure Agreement1V..T.A.;E-A_ THE ASSOCIATION FOR THE WORK TRUCK INDUSTRY11 z x Nondisclosure Agreement This Nondisclosure Agreement (the "Agreement") is entered into by and between Carmel Street Department, 3400 W. 131 st Street, Carmel, IN. 46074 ("Disclosing Party") and National Truck Equipment Association, with its principal offices at 37400 Hills Tech Drive, Farmington Hills, MI ("Receiving Party"). The Disclosing Party and Receiving Party are sometimes referred to herein individually as a "Party" and together as the "Parties". WITNESSETH: WHEREAS, Receiving Party is a not-for-profit, tax exempt business league formed pursuant to Internal Revenue Code §501(c)(6) for the purpose of advancing the interests of the truck equipment industry; WHEREAS, in furtherance of Receiving Party's tax-exempt purpose, Receiving Party collects, on an ongoing basis, vehicle configuration data from owners of commercial and vocational vehicles (including without limitation vehicles owned by private fleets, leasing companies and governmental entities), which data is aggregated so as not to be attributable to any individual supplier of data and is included in reports (the "Reports") for dissemination to Receiving Party's members and members of the public that have a legitimate interest in such data (as determined by Receiving Party) (the "Data Collection Program"); WHEREAS, participation in the Data Collection Program is voluntary and participants may discontinue their participation at any time for any reason; WHEREAS, the data Receiving Party collects includes without limitation, for the vehicles in disclosing parties' respective fleets, the gross vehicle weight of chassis, the type of body mounted on the chassis, equipment mounted on the chassis and other similar information (the "Vehicle Information"); and WHEREAS, Disclosing Party desires to participate in the Data Collection Program by providing Vehicle Information, subject to the confidentiality requirements set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: Section 1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all Vehicle Information supplied by Disclosing Party to Receiving Party, in whatever format, in connection with Disclosing Party's participation in the Data Collection Program. Section 2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to Vehicle Information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; (c) disclosed by Receiving Party with Disclosing Party's prior written approval; (d) disclosed by Receiving Party or 3' Party (as defined in Section 3 hereof) pursuant to an order of a court of competent jurisdiction or any administrative body having jurisdiction, provided that Receiving Party gives Disclosing Party notice of any proposed order so that Disclosing Party has an opportunity to appear at any hearing concerning the granting of such order; or (e) aggregated with data provided by other participants in the Data Collection Program and is included in Reports that are disseminated by Receiving Party to its members and other members of the public with a legitimate interest in such data (as determined by Receiving Party). Section 3. Obligations of Receiving Party. So long as Disclosing Party is a participant in the Data Collection Program, Disclosing Party shall deliver its Vehicle Information to a Third Party Secure Tier 3 Data Center engaged by Receiving Party and identified to the Disclosing Party (the "Data Center"). Following receipt by the Data Center of Vehicle Information from Disclosing Party and other participants in the Data Collection Program, a representative of Receiving Party (the "Representative") shall access the data base solely to confirm the formatting and type of the Vehicle Information provided by Disclosing Party and other participants, and to initiate a computer program to aggregate the Vehicle Information provided by Disclosing Party and other participants. The arrangements between Data Center and Receiving Party shall such that neither the Representative nor any other person outside the Data Center will have the ability to download the Vehicle Information provided by Disclosing Party or the other participants until after the Vehicle Information has been aggregated. The Data Center shall be directed by Receiving Party not to provide Disclosing Party's unaggregated Vehicle Information to any third party. Receiving Party shall hold and maintain (and shall cause the Data Center to hold and maintain, Disclosing Party's unaggregated Confidential Information in strictest confidence. Receiving Party shall carefully restrict access to Confidential Information to the Representative, employees, contractors, and third parties as is reasonably required and shall require those persons (including without limitation the Data Center and Representative) to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information (other than aggregated Confidential Information included in the Reports). Receiving Party shall cause the 3' Party to return to Disclosing Party any and all of Disclosing Party's unaggregated Vehicle Information immediately if Disclosing Party requests it in writing; provided, that the Receiving Party's legal counsel may a retain a copy of such material in his or her files subject to the non -disclosure requirements of this Agreement. Section 4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Disclosing Party's participation in the Data Collection Program, and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as Confidential Information under Section 2 of this Agreement or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. Notwithstanding the foregoing, the Receiving Party's duty to hold Confidential Information in confidence shall terminate on the tenth (10`'') anniversary of the date of this Agreement. Section 5. Remedies. The Receiving Party acknowledges and agrees that a breach of this Agreement will result in harm for which monetary damages will not be a sufficient remedy to Disclosing Party. Therefore, Receiving Party agrees that Disclosing Party shall be entitled to equitable relief, in addition to 2 T Vehicle Nondisclosure Agreement NITER_ i/t IBBJt�.i�Jv fol INB /OBI ivOt<�/JYBiv. all other legal remedies otherwise available to Disclosing Party, in the event of any breach or a threatened or intended breach of the provisions of this Agreement. Section 5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either Party a partner, joint venture or employee of the other Party for any purpose. Section 6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties. Section 7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both Parties. Section 8. Waiver. The failure by a Party to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. Section 9. Applicable Law. This Agreement shall be governed in all respects by the laws of the State of Indiand (without giving effect to any choice of law provision under any state law that would result in the application of the laws of any state other than the State of Indiana). The Parties submit to the jurisdiction of the courts of the State of Ohio, and appropriate appellate courts thereof, over any dispute or proceeding arising out of or relating to this Agreement. Section 10. Successors and Assigns. This Agreement and each Party's obligations shall be binding on the representatives, assigns, and successors of such Party. Each Party has signed this Agreement through its authorized representative. Section 11. Disclosure. Vendor understands and agrees that any "public record", as that term is defined in Indiana Code 5-14-3-2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Vendor or the City, shall be subject to release under and pursuant to the provisions of Indiana's Access to Public Records Act, as codified in Indiana Code 5-14-3- 1, et seq., as amended. Disclosing Party By: Printed Name: Title: Dated: National Truck Equipment Association By: 04-4 Printed Name: Doyle Sumrall Title: Managing Director, NTEA Dated: 2-6-2017 3 Vehicle Nondisclosure Agreement ALT -EA. Approved and Adopted this day of 20 CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: Jams Brainard, Presiding Officer Date: ATTEST: �� ..elerk-Tre'asurW 'j