Non-Disclosure_Agreement_-_Wayfinding_Design_Standards_Documents.docx

EXHIBIT H

Non-Disclosure Agreement

CONTRACT # 26-004QP

CONTRACT TITLE: On-Call Pedestrian Wayfinding

This AGREEMENT is made and entered into by and between the City of Seattle (“City”) and [Consultant Name], (“Consultant”) and is effective upon contract execution.

Whereas, the Consultant requires access to many forms of confidential materials, including the PDF documents with file names “01_Asset Selection Criteria_DRAFT,” “02_Sign Content Rationale_DRAFT,” “03_Sign Placement_DRAFT,” “04_Accessibility_DRAFT,” and “Visual Design Standards_July 2019,” herein referred to as “Information”, to propose, develop, implement, maintain or perform the Scope of Work. The Consultant must comply with all city, state and federal regulations in accessing and using this Information.

THEREFORE IT IS AGREED AS FOLLOWS:

The City will allow the Consultant access all Information required to perform Consultant’s Scope of Work.

The Consultant agrees to limit the use of this Information to the purposes (“Purposes”) of fulfilling the requirements of the Scope of Work.

The Consultant agrees that access to Information will be limited to approved employees and subcontracted employees (“Authorized Personnel”). The Consultant agrees that it will provide the City of Seattle with a list of employees who will have access to Information. Consultant agrees that all Authorized Personnel shall be informed of the provisions of this Agreement and shall first agree to comply with the revisions of this Agreement before Consultant permits any Authorized Personnel to have access to Information.

The Consultant shall obtain written authorization from the City prior to permitting any Consultant or subconsultant employees to have access to Information. The City and Consultant will screen all Consultant or subconsultant employees whom the Consultant requests to have access to Information. Screening may include a criminal record background investigation. At the City’s sole discretion, the City may deny authorization to an individual because of criminal record or other pertinent reason. Authorization can be revoked immediately for anyone reasonably believed to be violating access/disclosure regulations.

The Consultant agrees to further limit access to Information to Authorized Personnel. No copies of Information shall be made except as clearly necessary to accomplish Purposes of this Agreement. The Consultant agrees to destroy copies of such Information when copies of such Information are no longer needed for Purposes of this Agreement.

The Consultant will not disclose any Information in any form which can identify an individual in any report or documentation, except for the Purposes of this Agreement when working with City personnel, or Authorized Personnel on the list.

The Consultant agrees to take all necessary reasonable precautions to protect Information from unauthorized access, alteration, or destruction. Information and programs to access it must be stored in secure systems or locked containers. Consultant shall employ all current safeguards to prevent unauthorized access to disk and tape files. Consultant Personnel shall not bypass or override security provisions in the course of their work.

In the event that the Consultant deems it necessary, for the purposes of this agreement, to disclose Information to any subconsultant, the Consultant shall notify the City and secure the written agreement of the subconsultant to comply with all terms of this Non-Disclosure Agreement as if it were the Consultant named herein. The City shall have the right, at any time, to monitor, audit, and review the activities, policies, records, and documents of the Consultant and its subconsultants in implementing this Agreement in order to assure compliance therewith.

The Consultant shall notify the City Project Manager within 24 hours of a suspected or actual security breach that compromises the security, confidentiality or integrity of Information. Immediately following the Consultant’s notification to the City Project Manager, the Consultant shall take steps to immediately remedy the security breach and prevent any further security issues. The Consultant agrees that it shall not inform any third party of any security breach without the City’s prior written consent. Further, the Consultant agrees that the City has the sole right to determine whether notice of a security breach is to be provided to a third party, and what the contents of such notice would be.

Since this Agreement provides access to Information on an ongoing basis, the City reserves the right to immediately suspend furnishing Information under this Agreement when it is determined by the City that any rule, policy, procedure, or regulation described or referenced herein is violated or appears to be violated. The Consultant shall not be liable for any deficiencies in the performance of its duties caused by the suspension provided it is later determined by investigation of the City that the Consultant did not violate this agreement. Notice of any such suspension shall be provided to Consultant in writing by the City.

It is hereby understood and acknowledged by the parties that any breach of their obligations detailed in this Agreement may cause the other injury and that monetary relief will not be in every case an adequate remedy for any such breach. Accordingly, in the event of any such breach the injured party may seek injunctive relief from such breach or threatened breach of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the Effective Date. The signing Consultant agrees to provide a complete list of all individuals authorized to sign this Agreement on its behalf, including their full names and titles or positions, in the space provided below.

Authorized Signatory Name: _________________________ Title/Position: __________________ Company: _____________________ Signature: _____________________ Date: _________________________

List of Authorized Signatories:

(Please list the full names and titles/positions of all individuals signing on behalf of the Consultant.)