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EXHIBIT C—NON-DISCLOSURE AGREEMENT
<br /> This Nondisclosure Agreement("Agreement")is entered into as of the_day of
<br /> 2015 ("Effective Date")by and between CourtView Justice Solutions Inc., a Delaware
<br /> corporation,with offices at 4825 Higbee AVE NW,North Canton, OH 44720("CJS"), City of
<br /> Everett,with offices at 2930 Wetmore Avenue Everett, WA 98201,("CUSTOMER"), and
<br /> describes the terms and conditions pursuant to which CJS and CUSTOMER will confidential
<br /> information.
<br /> WHEREAS,this Agreement is subject to the Washington Public Records Act and incorporates by
<br /> reference the attached Addendum regarding Washington State Transparency Laws.
<br /> WHEREAS,the parties have entered into a Professional Services Agreement and each party(the
<br /> "Disclosing Party")desires to disclose certain confidential and proprietary information to the
<br /> other party(the"Receiving Party")in connection therewith.
<br /> NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants set forth
<br /> herein,the parties agree as follows:
<br /> 1. Confidential Information.For purposes of this Agreement,"Confidential Information"means
<br /> inventions, ideas, intellectual property, formulae,patterns, compilations, programs,methods,
<br /> techniques,processes,data,designs,algorithms, source code,object code,research plans,
<br /> business plans,financial forecasts,business opportunities, agreements,vendor lists,pricing lists,
<br /> customer lists,personnel lists, financial statements, and similar information,whether written or
<br /> oral,that derives independent economic value from not being generally known to the public
<br /> and is the subject of reasonable efforts to maintain its secrecy.Notwithstanding the foregoing,
<br /> Confidential Information shall not include information that(a)is or becomes generally available
<br /> to the public other than as a result of disclosure thereof by the Receiving Party, (b)is or becomes
<br /> available to the Receiving Party on a non-confidential basis from a source(other than the
<br /> Disclosing Party)which is not prohibited from disclosing such Confidential Information to the
<br /> Receiving Party by a legal, contractual or fiduciary obligation to the Disclosing Party, or
<br /> (c)Receiving Party can demonstrate is independently developed by Receiving Party without use,
<br /> directly or indirectly, of any Confidential Information.Disclosing Party shall designate
<br /> Confidential Information as such prior to, during or immediately after disclosure.Disclosing
<br /> Party shall mark any physical materials as Confidential Information and shall identify any oral
<br /> information as Confidential Information at the time of disclosure. The foregoing notwithstanding,
<br /> the terms of this Agreement also pertain to information not otherwise identified as Confidential
<br /> Information if Receiving Party otherwise knows or should reasonably be expected to know of its
<br /> confidential nature.
<br /> 2.Restrictions on Use and Disclosure. Confidential Information furnished directly or indirectly
<br /> by the Disclosing Party to the Receiving Party or to any directors, officers, employees,agents,
<br /> attorneys,accountants, advisors, affiliates,and other representatives and potential financing
<br /> sources of the Receiving Party(collectively,"Representatives"),whether obtained by or
<br /> furnished to the Receiving Party prior,contemporaneously, or subsequent to the date hereof, shall
<br /> be kept confidential and shall not,without the Disclosing Party's express prior written consent,be
<br /> disclosed by the Receiving Party or its Representatives in any manner whatsoever, in whole or in
<br /> part,and shall not be used by the Receiving Party or its Representatives other than in connection
<br /> with the Proposed Transaction. Without limitation of the foregoing, each party agrees that it will
<br /> not use the Confidential Information independently or with third parties, directly or indirectly,to
<br /> December 2015 11 of 14
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