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Home My WebLink AboutMoser Consulting/IT/Mutual Non-Disclosure Agreement DocuSign Envelope ID:7BCD17A1-364C-4212-9FFB-05E163DD3172 moser��.nr � Proprietary and Confidential 14 g This Agreement("Agreement")is made and reverse engineer,disassemble or decompile any entered into as of January 23,2020("Effective Date") prototypes,software or other tangible objects which between Moser Consulting,Incorporated,6220 embody the other party's Confidential Information and Castleway West Drive,Indianapolis,IN 46250 and the which are provided to such party hereunder. City of Carmel,by and through its Board of Public Works and Safety„a corporation/individual,with its 5.Exceptions.The Receiving Party's obligations under principal place of business/homes address at 1 Civic this Agreement with respect to any portion of the Square,Carmel,IN 46032. Disclosing Party's Confidential Information shall terminate when the Receiving Party can document that 1.Purpose.The parties wish to explore a business such Confidential Information:(a)is or becomes a and/or technical opportunity of mutual interest and in matter of public knowledge through no fault of the connection with this opportunity,each party may Receiving Party;(b)was rightfully in the Receiving disclose or has already disclosed to the other certain Party's possession,or known by it,prior to receipt confidential technical and business information which from the Disclosing Party;(c)was rightfully disclosed the disclosing party desires the receiving party to treat to the Receiving Party by a third party,free of any as confidential. obligation of confidence;or(d)was developed by the Receiving Party independently and without reference to such Confidential Information. 2. "Confidential Information"means all tangible and intangible information disclosed by one party(a 6.Required Disclosures.The Receiving Party may "Disclosing Party")to the other party(a"Receiving disclose the Disclosing Party's Confidential Party")that is marked or identified orally by the Information pursuant to any statutory or regulatory Disclosing Party as confidential or proprietary and authority or court order,provided that the Receiving shall include,without limitation:(a)trade secrets, Party shall provide the Disclosing Party with drawings,works of authorship,inventions,know-how, reasonable written notice prior to any such disclosure, processes,techniques,design details and assist in obtaining an order protecting the information specifications,software,source code,algorithms and from disclosure,and comply with any applicable schematics;(b)information regarding research, protective order or equivalent. development,new services,products,marketing and selling plans,business plans,budgets,unpublished 7.Return of Confidential Information.The Receiving financial statements,licensing and/or distribution Party shall promptly return to the Disclosing Party all arrangements,prices,costs,suppliers and customers; documents and any tangible material containing or (c)the existence of any business discussions, representing such Confidential Information,upon the negotiations or agreements between the parties;and written request of the Disclosing Party or termination (d)any information regarding the skills and of this Agreement. compensation of employees,contractors or other agents of the Disclosing Party. 8.No Obligation.Nothing herein shall obligate either party to proceed with any transaction between them, 3.Permitted Use.Each Receiving Party shall use the and each party reserve the right,in its sole discretion, Disclosing Party's Confidential Information only for to terminate the discussions contemplated by this the following purposes:(1)to evaluate whether to Agreement concerning the business opportunity. enter into a contemplated business transaction;and(2) Nothing in this Agreement shall be construed as a if the parties enter into such contemplated business representation that the Receiving Party will not transaction,to fulfill each party's commitments under develop or acquire information that is the same as or the agreement for such transaction. similar to the Disclosing Party's Confidential Information,provided that the Receiving Party does 4.Confidentiality Obligations.Each Receiving Party not do so in breach of this Agreement. agrees not to disclose any Confidential Information of the Disclosing Party to anyone other than those 9. Warranties.Each Disclosing Party warrants that it employees or contractors of the Receiving Party who has the right to make the disclosures under this need to know such Confidential Information for the Agreement.EACH PARTY DISCLAIMS ALL purpose set forth in section 1 above and who have OTHER WARRANTIES,EXPRESS OR IMPLIED, entered into binding obligations of confidentiality INCLUDING WARRANTIES OF FITNESS FOR A substantially similar to the obligations set forth herein. PARTICULAR PURPOSE,MERCHANT ABILITY, Each Receiving Party shall treat all Confidential TITLE,AND NON-INFRINGEMENT, REGARDING THE CONFIDENTIAL Information of the Disclosing Party with the degree of INFORMATION.ALL CONFIDENTIAL care it accords to its own Confidential Information, INFORMATION IS PROVIDED"AS IS." but not less than reasonable care.Neither party shall Pale 1 of 2 Mutual NDA(2013-01-01) DocuSign Envelope ID: 7BCD17A1-364C-4212-9FFB-05E163DD3172 Imoscone�t.ng ` Proprietary and Confidential 10.No License.All Confidential Information and materials furnished to the The parties have caused this Agreement to be Receiving Party by the Disclosing Party shall executed by their duly authorized remain the property of the Disclosing Party. representatives. Nothing in this Agreement is intended to grant any rights to either party under any intellectual Company: Moser Consulting,Incorporated property right of the other party,nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party B\: 1-Docusigned by: except as expressly set forth herein. T7,u4w 5: Illo i6esift8C.40864 U... 11.Term.The obligations of each Receiving Party hereunder shall expire five(5)years after the date of Tyron S. Moser disclosure,except for source code,which shall remain Name: subject to the terms of this Agreement until it becomes publicly known and made generally available by the President / CEO Disclosing Party. Title: 12.Remedies.Each party agrees that any violation or 1/2 3/2020 threatened violation of this Agreement may cause Date: irreparable injury to the other party,entitling the other party to seek injunctive relief in addition to all legal remedies. 13.Limitation of Liability.Neither party shall be liable CITY OF CARMEL,INDIANA for any special,incidental,consequential or punitive By and through its Board of Public Works and Safety damages by reason of any alleged breach of this Agreement based on any theory of liability. �,p � BY: �1` � 14.Compliance with Laws.Both parties shall adhere n to all applicable laws,regulations and rules relating to �l]� the export of technical data,and shall not export or re- export any technical data,any products received from James Brainard,Presiding Officer Disclosing Party,or the direct product of such technical data to any proscribed country listed in such Date: applicable laws,regulations and rules unless properly authorized. 15.Severability.If any provision of this Agreement is held by a court to be contrary to law,such provision Mary Bur e,Me r shall be changed by the court and interpreted so as to n p �^ r� best accomplish the objectives of the original Date: p� / �/O�U provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. 16.Miscellaneous.Neither party may assign this Lo S. n,Member Agreement,including by succession or operation of law.This Agreement shall be exclusively governed by Date: a it 9/45 Of) the laws of the State of Indiana,without reference to conflict of laws principles.This document contains the entire agreement between the parties with respect to ATTEST: the subject matter hereof.Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.This Agreement may not be amended,nor any obligation Sue Wolfgan ,Cler waived,except by a writing signed by both parties. //Q�� D This Agreement is written in the English language DateL _ °1 only,which language shall be controlling in all respects. 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