NONDISCLOSURE AGREEMENT
This Nondisclosure Agreement (“Agreement”) is entered into by and between XYZ Communications, Inc., and 9-1-1 Governmental Entity, County, State.
1. In connection with the provision of 911 and E911 services to the public, XYZ and 9-1-1 Governmental Entity hereby agree that it may be necessary for XYZ to provide 9-1-1 Governmental Entity with certain business information or documentation, whether contained in computer databases or otherwise (“Information”), that XYZ considers being proprietary or confidential.
2. It is specifically understood and agreed that information provided by XYZ, which has been marked, or otherwise identified, as confidential or proprietary, shall be held by 9-1-1 Governmental Entity pursuant to the terms and conditions of this Agreement.
3. With respect to Information provided by XYZ under this Agreement, the 9-1-1 Governmental Entity, its employees, officers, agents, contractors and subcontractors shall:
a. hold the Information in confidence and protect it in accordance with the security regulations by which it protects its own proprietary or confidential information, which it does not wish to disclose;
b. restrict disclosure of the Information solely to those employees with a need to know and not disclose it to other parties;
c. advise those employees of their obligations with respect to the Information; and;
d. use the Information only in connection with providing 911 and E911 services to the public.
4. The Parties hereby agree to abide by the confidentiality provisions set forth in applicable state law. To the extent permitted by law, 9-1-1 Governmental Entity shall keep confidential information provided by XYZ and identified as proprietary or confidential. Upon receiving a request for any XYZ’s confidential information, 9-1-1 Governmental Entity shall request an Attorney General open records decision pursuant to applicable law and shall notify XYZ concurrently with the request for the Attorney General open records decision. 9-1-1 Governmental Entity shall not release any information identified by XYZ as confidential or proprietary until the Attorney General issues an Attorney General open records decision resolving the request for such information or a final judicial decision is made.
5. The 9-1-1 Governmental Entity shall have no obligation to preserve the proprietary nature of any Information which:
a. was previously known to it free of any obligation to keep it confidential; or
b. was lawfully disclosed to third parties by XYZ without restriction; or
c. is or becomes publicly available by other than unauthorized disclosure.
6. 9-1-1 Governmental Entity agrees to use the Information solely for the purpose of providing 911 and E911 services to the public.
7. Upon the termination or expiration of this Agreement, the 9-1-1 Governmental Entity shall immediately either return, all Information, including any copies or any other data which contains the Information, to XYZ , or verify that the same has been destroyed.
8. The 9-1-1 Governmental Entity acknowledges that XYZ makes no express or implied representation or warranty as to the accuracy or completeness of the Information, and the 9-1-1 Governmental Entity agrees that XYZ shall have no liability hereunder with respect to the Information, errors therein or omissions therefrom or the use thereof. The 9-1-1 Governmental Entity agrees that it is not entitled to rely on the accuracy or completeness of the Information.
9. Nothing contained in this Agreement shall be construed as granting or conferring rights by license or otherwise in any Information disclosed.
10. This Agreement shall benefit and be binding upon the parties hereto and their respective successors and assigns.
Each party represents that it has caused this Agreement to be executed as of the dates below by a representative empowered to bind that party with respect to the undertakings and obligations contained herein.
9-1-1 GOVERNMENTAL ENTITY XYZ COMMUNICATIONS
BY:______
NAME:______
TITLE: ______
ADDRESS: ______
______
______
DATE: ______
I/w911/Base Forms/Nondisclosure Agreement