RFP_8100_JNH3000_ATT_7_v1.pdf

WHEREAS the Recipient is willing to receive disclosure of the Confidential Information pursuant to the terms of this Agreement for the purpose ;

NOW THEREFORE, in consideration for the mutual undertakings of the COA-DOA and the Recipient under this Agreement, the parties agree as follows:

1. Disclosure. COA-DOA agrees to identify and disclose Confidential Information to the Recipient; the Recipient agrees to receive the Confidential Information.

2. Confidentiality.

a. No Use. The Recipient agrees not to use the Confidential Information in any way, or to manufacture or test any product embodying Confidential Information, except for the purpose set forth above.

b. No Disclosure. The Recipient agrees to use its best efforts to prevent and protect the Confidential Information, or any part thereof, from disclosure to any person other than the Recipient's employees having a need for disclosure in connection with the Recipient's authorized use of the Confidential Information.

c. Protection of Secrecy. The Recipient agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.

3. Limits on Confidential Information. Confidential Information shall not be deemed proprietary and the Recipient shall have no obligation with respect to such information where the information:

a. was known to the Recipient's prior to receiving any of the Confidential Information from COA-DOA;

b. has become publicly known through no wrongful act of the Recipient;

c. was received by the Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the information;

d. was independently developed by the Recipient without use of the Confidential

Information; or

e. was ordered to be publicly released by the requirement of a government agency

(“Order”) provided that (i) Recipient shall immediately notify COA-DOA of such Order;

and (ii) unless Recipient would be subject to sanctions from a court or other

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Exhibit C

City of Austin - Aviation Department Non-Disclosure Agreement

This Agreement is entered into this day of ________by________________________ and between _______________________________________________________ with offices at

(hereinafter "Recipient") and The City of Austin, by and through the Executive Director of the Department of Aviation, with offices at 3600 Presidential Boulevard, Austin, Texas 78719 (hereinafter "COA-DOA").

WHEREAS COA-DOA possesses certain ideas and information relating that is confidential and proprietary to COA-DOA (hereinafter "Confidential Information"); and governmental entity, Recipient shall not produce or disclose Confidential Information in response to the Order unless COA-DOA has: (a) requested protection from the government agency issuing the Order (“Protection”) and such request has been denied, (b) consented in writing to the production or disclosure of the Confidential Information in response to the Order, or (c) takes no action to protect its interest in the Confidential Information within 10 business days after receipt of notice from Recipient of its obligation to disclose Confidential Information in response to the Order. Recipient shall cooperate with any efforts by COA-DOA to seek Protection and shall take all reasonable and lawful actions permitted under applicable law to avoid and/or minimize the extent of any disclosure of Confidential Information.

4. Ownership of Confidential Information. The Recipient agrees that all Confidential Information shall remain the property of COA-DOA, and that COA-DOA may use such Confidential Information for any purpose without obligation to the Recipient. Nothing contained herein shall be construed as granting or implying any transfer of rights to the Recipient in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.

5. Term and Termination. The obligations of this Agreement shall be continuing until the submission of the proposal at which point all data provided by the COA-DOA must be returned.

6. Survival of Rights and Obligations. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) COA-DOA, its successors, and assigns; and (b) the Recipient, its successors, and assigns.

7. CITY REPRESENTS THAT IT HAS THE RIGHT TO DISCLOSE CONFIDENTIAL

INFORMATION, PROVIDED THAT ITS CONFIDENTIALITY IS PROTECTED BY

RECIPIENT HEREUNDER. NO OTHER WARRANTIES ARE MADE. ALL CONFIDENTIAL

INFORMATION DISCLOSED HEREUNDER IS PROVIDED “AS IS”.

8. Recipient acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, COA-DOA is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available to it.

9. This Agreement does not create an agency or partnership relationship. This Agreement will not be assignable or transferable by Recipient without the prior written consent of COA-

DOA.

10. This Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute the agreement when a duly authorized representative of each party has signed the counterpart.

11. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any prior oral or written agreements, and all contemporaneous oral communications pertaining to such subject matter. All additions or modifications to this Agreement must be made in writing and must be signed by both parties. Any failure to enforce a provision of this Agreement shall not constitute a waiver

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12. This Agreement shall be governed by the laws of the State of Texas, without reference to conflict of laws principles. The exclusive venue for any dispute shall be in Travis County, Texas.

IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date first written above.

RECIPIENT ( )

Signed:

Print Name:

Title:

Date:

CITY OF AUSTIN (COA-DOA)

DEPARTMENT OF AVIATION

Signed:

Print Name:

Title:

Date:

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