Exhibit C RFP 114-26 Remote Terminal Unit Upgrade NDA.pdf

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NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT ("Agreement") is made and entered into as of this ___ day of ___________, 20__ (the "Effective Date"), by and between the

Massachusetts Bay Transportation Authority, a body politic and corporate and a political subdivision of the Commonwealth of Massachusetts with a principal place of business at

Ten Park Plaza, Boston, MA 02116 ("MBTA") and ___________, (the “Contractor”).

Whereas the MBTA wishes to make available to Contractor certain files, data and information that includes information not subject to public disclosure, and Contractor wishes to make available to the MBTA certain files, data and information that includes information not subject to public disclosure, MBTA and Contractor (collectively, “the Parties”) hereby agree as follows:

1. Optional Disclosure; Definitions. The Parties may disclose certain of their proprietary and confidential information concerning their business and affairs to each other.

2. Stated Purpose: Either Party shall disclose Confidential Information to the other with respect to participation in the following activities: RFP 114-26 Remote Terminal Unit (RTU) Upgrade (the “Project”). Recipient shall not, without Disclosing Party’s prior written consent, disclose to any person or entity any confidential information. The parties agree to limit use and disclosure of Confidential Information to that necessary for fulfilling the Recipient’s tasks with respect to the Projects (“Stated Purpose”).

3. Confidential Information: Confidential Information means any of the Disclosing Party’s propriety or confidential information, whether in oral or written form, any information with respect to personnel or employees, protocols, internal deliberations, management discussions, technical data, trade secrets or know-how, including but not limited to research, product plans, products, equipment, vehicles, service plans, services, customer lists and customers, markets, software, developments, inventions, processes, formula, codes, passwords, technology, designs, drawings, building plans/schematics, engineering plans, and any notes, analyses, compilations, software or work product developed in connection with the Projects, safety/security procedures and studies, including documents or emails that contain or reflect any such information, disclosed to Recipient.

Contractor shall comply with M.G.L. chapters 66A and 93H if Contractor becomes a “holder” of

“personal data.” Contractor shall also protect the physical security and restrict any access to personal or MBTA data in its possession or used by Contractor in the performance of its services.

4. Exclusions: This Agreement imposes no obligation upon Recipient with respect to information that: (a) was in Recipient’s possession without a duty of confidentiality prior to receipt from Disclosing Party; (b) is or becomes a matter of public knowledge through no fault of

Recipient; (c) is rightfully received by Recipients from a third party without a duty of confidentiality; (d) is disclosed by Recipients with Disclosing Party's prior written approval, or (e)

MBTA NDA v2021.09.29 is independently and lawfully developed by others without access to or use of the Confidential

Information.

5. Confidentiality Period: The Recipient’s confidentiality obligations herein shall expire five years from the date of disclosure of Confidential Information by Disclosing Party, except that any confidential personal information of employees may never be disclosed.

6. Injunctive Relief: Recipient acknowledges that the Disclosing Party would suffer irreparable injury from the unauthorized use or disclosure of any of the Confidential Information and agrees and acknowledges that the Disclosing Party shall have the right to seek injunctive relief against the unauthorized use, disclosure or transfer of any of the Confidential Information, as well as the right to pursue all of its other remedies in equity and at law.

7. Disclosure if Required by Law: Disclosure of Confidential Information shall not be precluded if such disclosure is in response to a valid order of a court of the United States or is otherwise required to be disclosed by law; provided, however, that a Recipient so required to disclose shall first give written notice to the Disclosing Party so that the Disclosing Party may seek an appropriate protective order or other relief, with the Recipient providing reasonable assistance in such regard (at the Disclosing Party's reasonable expense). Notwithstanding the foregoing, production of Confidential Information by MBTA pursuant to M.G.L. c. 66 shall not require provision of written notice to Contractor.

8. Rights: Recipient does not/shall not acquire any intellectual property rights under this

Agreement, or in connection with the Stated Purpose, except the limited right to use the

Confidential Information to carry out the Stated Purpose as described in section 2 above. Except as set forth in this agreement, neither party shall have any liability or obligation of any nature whatsoever to the other party including, but not limited to, an obligation to enter into an agreement that extends beyond the Stated Purpose.

9. Return of Confidential Information: Upon completion of the Stated Purpose or termination of the Stated Purpose, at the written request of the Disclosing Party, Recipient shall promptly deliver to the Disclosing Party all Confidential Information of the Disclosing Party, in whatever medium, including any and all copies thereof, and shall cause all summaries or synopses thereof to be either delivered to the Disclosing Party or destroyed and shall certify to such destruction. MBTA shall be entitled to retain a single copy of all Confidential Information for archival and records retention purposes.

10. Miscellaneous

a. All modifications to this Agreement must be made in writing and must be signed by each party.

b. This Agreement shall be governed and construed in accordance with the laws of the

Commonwealth of Massachusetts without regard to the choice of law rules thereof.

MBTA NDA v2021.09.29

c. This constitutes the complete understanding between the parties of each party's obligations to the other relating to Confidential Information. All prior negotiations, representations, discussions, contracts or agreements concerning the disclosure and protection of

Confidential Information by the parties hereto are cancelled and merged herein.

IN WITNESS WHEREOF, this Non-Disclosure Agreement has been signed by authorized individuals as of the day and year first above written.

For MBTA Contractor

By By

(Authorized Signature) (Authorized Signature)

(Printed Name) (Printed Name)

(Title) (Title)