NONDISCLOSURE AGREEMENT_final.pdf

CITY OF EUGENE

TECHNICAL RESILIENCE CENTER UPGRADES NON-DISCLOSURE AGREEMENT

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I. NON-DISCLOSURE AGREEMENT

NON-DISCLOSURE AGREEMENT

BETWEEN: The City of Eugene, an Oregon municipal corporation (“City”)

AND: _____________________________________ (“Bidder”)

EFFECTIVE DATE: Upon Date of Bidder’s Signature

RECITALS

A. The City of Eugene issued Invitation to Bid (ITB) No. 2026-2048 “Technical Resilience Center Upgrades seeking Bids for mechanical and electrical upgrades at 500 E 4th Ave.

Eugene, OR 97401.

B. Project information about the City of Eugene is highly sensitive and wide public disclosure of such information would compromise public safety. Such technical information is herein referred to as “Confidential Information.”

C. It is necessary for Bidder to have access to the Confidential Information to understand the full scope of the project and to develop a Bid in response to the City’s ITB.

D. City is willing to provide to Bidder, and Bidder is willing to receive, the Confidential

Information, under the terms and conditions of this Nondisclosure Agreement (“NDA”).

AGREEMENT

1. The above recitals are incorporated herein by this reference.

2. The City agrees to provide, and Bidder agrees to receive, the Confidential Information for the sole and limited purpose of allowing Bidder to understand the full scope of the project described in City’s ITB and to develop a Bid.

3. Bidder agrees that it will not use the Confidential Information for any purpose other than that specifically authorized by this NDA. Bidder also agrees to limit the dissemination of the Confidential Information amongst Bidder’s employees and officers to only those who have a legitimate need to know in order to help prepare Bidder’s Bid.

4. Bidder agrees to use its best efforts to safeguard the Confidential Information from unauthorized disclosure and to the same degree of effort Bidder uses to safeguard its own confidential or sensitive information. Bidder further agrees to notify the City within twenty-four (24) hours of any suspected or actual unauthorized disclosure of the

Confidential Information, and to take all reasonable efforts to recover the Confidential Information and to prevent any further unauthorized disclosures.

5. Bidder agrees that it will not disclose the Confidential Information to any party other than the City of Eugene. If Bidder believes it is necessary, in order to prepare its response to the City’s ITB, to share the Confidential Information with any other third party, Bidder shall obtain City’s prior written consent to such disclosure. Bidder shall also submit to City a signed NDA from the third party prior to disclosing the Confidential Information to the third party.

6. Upon the expiration of this NDA, Bidder shall return to the City of Eugene all electronic files and hard copy documents containing or referring to the Confidential Information, and Bidder shall also delete from its computers and servers all electronic files and documents containing or referring to the Confidential Information.

7. Bidder agrees to defend, indemnify and save the City of Eugene, its officers, agents, and employees, harmless from any claims, liability or damages, relating to or arising out of any error, omission or act of negligence on the part of Bidder, its officers, agents, employees, or subcontractors in the use of the Confidential Information under this NDA.

8. Bidder may not assign its rights or obligations under this NDA.

9. Bidder shall comply with all applicable federal, state, and local laws.

10. This NDA embodies the entire agreement of the parties regarding Bidder’s use of the

Confidential Information.

11. This NDA shall be governed by and interpreted in accordance with the laws of the state of Oregon. Any controversy or proceeding that arises from or relates to this NDA shall be brought and conducted solely and exclusively within the Lane County Circuit Court;

provided, however, if a dispute must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon, Eugene Division. In no event shall this section be construed as a waiver by the City of any form of defense or immunity, whether sovereign immunity, governmental immunity or otherwise, from any claim or from the jurisdiction of any court. Bidder hereby irrevocably accepts and submits to the exclusive in personam jurisdiction of the courts referenced in this section.

12. Bidders agree that a breach or threatened breach of the obligations of this NDA is likely to cause irreparable harm to the City and that money damages alone would be inadequate as a remedy for a breach of such obligations. Therefore, Bidder agrees not to object to City seeking injunctive relief or any appropriate decree of specific performance for any actual or threatened breach or violation by Bidder.

13. This NDA expires upon the execution of Contract between the City of Eugene with a successful Bidder to the City’s ITB, or one month after the Effective Date of this NDA, whichever is earlier.

14. The City of Eugene may terminate this NDA upon one day’s written notice if City determines termination is in the public interest. In the event of such early termination, Bidder’s obligation to return and delete all electronic files and hard copy documents containing or referring to the Confidential Information shall become effective immediately.

15. Any notice permitted or required by this NDA shall be deemed given when personally delivered or emailed with delivery receipt requested, to eugene.facilities@eugene-or.gov.

Notices sent by email will be deemed delivered when successful transmission is electronically confirmed. Except as expressly provided in any Contract, required notices must be signed by the person designated to receive notices, or that person's designee or attorney. Each party shall notify the other of any change in the name, address or email instructions to be used for delivery of notices.

a. In the case of City:

Jennifer Lunsford, Purchasing Analyst 210 Cheshire Ave Eugene OR 97405 Email: eugene.facilities@eugene-or.gov

b. In the case of Bidder:

See Bidder contact information below.

16. Severability. If any portion of this NDA is held or declared by a court of competent jurisdiction to be void, invalid, illegal or otherwise not fully enforceable, it shall not affect any other section of this NDA and the remainder of the NDA shall continue to be binding and of full force and effect.

17. Survival. Any duty, liability or obligation of a party which arises under this NDA, including without limitation, obligations with respect to confidentiality and indemnification, shall survive the termination or expiration of this NDA and shall be legally enforceable until satisfied by performance or payment, or until enforcement is legally precluded by lapse of time.

City of Eugene

[Signature]

[Print name and title]

Bidder

[Signature] [Date of Bidder’s signature]

[Print name and title]

[Email, Print legibly]