NTEA/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