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OCR for page 159
Successful Response Starts with a Map: Improving Geospatial Support for Disaster Management Appendix B Sample Confidentiality Agreement This Confidentiality Agreement (“Agreement”) is effective as of the [Enter Day of Month] day of [Select Month] 2003 by and among Name of Company Possessing the Data to Be Shared (hereinafter referred to as “Company”) and [Enter Name of Company] [Enter Type of Company] Having its principal office at [Enter Address of Company] (hereinafter referred to as “Contractor”) WITNESSETH: WHEREAS, the Parties hold information and data that are proprietary to each Party respectively and desire to share certain confidential and proprietary information with each other in connection with [Enter Brief Description of Subject Matter] (hereinafter referred to as “Matter”). NOW, THEREFORE, the Parties agree as follows:
OCR for page 160
Successful Response Starts with a Map: Improving Geospatial Support for Disaster Management Definitions “Confidential Information” includes any and all information, including but not limited to all oral, written, graphical, and electronic information disclosed to the Party receiving the information. If Confidential Information is disclosed in written, recorded, graphical, electronic, or otherwise in a tangible form, it may be labeled as “proprietary” or “confidential” or with a similar legend denoting confidentiality, or it may otherwise be verbally designated as such. “Company” includes description of company, affiliates, and subsidiaries. “Party” or “Parties” refers to Company, Contractor A and Contractor B, individually and collectively. The Parties agree not to use or disclose Confidential Information except for the purpose of the Matter. The Parties agree only to disclose the Confidential Information received from each other to the Parties’ respective employees whose duties justify their need to know such Confidential Information. The Party disclosing Confidential Information shall ensure compliance by its employees with the terms and conditions of this Agreement. Confidential Information is not information that Now is or becomes generally known to the public without fault of the Party or Parties receiving the information; or Is proven by written documentation to have been in the receiving Party’s possession prior to its receipt from the disclosing Party; or Is received from an independent third party who is not under obligation of confidentiality. To the extent the Party receiving Confidential Information is required by an order of a court of competent jurisdiction to reveal such information, the Party will promptly notify the Party that provided the Confidential Information in order to allow the Party to take necessary action including a protective order, as appropriate, and will cooperate with the disclosing Party in protecting the confidentiality of the Confidential Information in a lawful manner. Disclosure of Confidential Information by any Party under this Agreement does not grant the receiving party any right or license to use the Confidential Information unless explicitly set forth
OCR for page 161
Successful Response Starts with a Map: Improving Geospatial Support for Disaster Management herein or in a letter of authorization from the disclosing Party and signed by an employee of that Party authorized to grant such authorization. All Confidential Information, unless specified in writing, remains the property of the disclosing Party, and must be used by the receiving Party only for the purpose intended by the disclosing Party. Upon termination of this Agreement, all copies of written, recorded, graphical, electronic, or other tangible Confidential Information must be returned to the disclosing Party. The disclosing Party may in its sole discretion direct the receiving Party to destroy and certify in writing that it has destroyed the Confidential Information. Confidential Information supplied is not to be reproduced in any form except as required to accomplish the intent of the Matter. 8. All Confidential Information must be retained by the receiving Party in a secure place with access limited to only such of the receiving Party’s employees (or agents or subcontractors who have a non-disclosure obligation at least as restrictive as this Agreement) who need to know such information for the purposes of the Matter, and to such third parties as the disclosing Party has consented to by prior written approval. The receiving Party must provide the same care to avoid disclosure or unauthorized use of the Confidential Information as it provides to protect its own confidential and proprietary information. Each Party warrants that it has the right to disclose the Confidential Information that it will disclose to the other Parties pursuant to this Agreement, and each Party agrees to indemnify and hold harmless the Parties from all claims by third parties relating specifically to the subject matter of this Agreement. Otherwise, no Party makes any representation or warranty, express or implied, with respect to any Confidential Information. No Party is liable for indirect, incidental, consequential, or punitive damages of any nature or kind resulting from or arising in any manner whatsoever in connection with this Agreement. The Parties acknowledge that a receiving Party’s unauthorized disclosure of Confidential Information may result in irreparable harm. The Parties, therefore, agree that in the event of a violation or threatened violation of this Agreement, without limiting the rights and remedies of each Party to seek damages, a temporary restraining order and/or an injunction to enjoin disclosure of Confidential Information may be sought against the Party who has breached or threatened to breach this Agreement and the
OCR for page 162
Successful Response Starts with a Map: Improving Geospatial Support for Disaster Management Party who has breached or threatened to breach this Agreement agrees not to raise the defense of an adequate remedy at law. All media releases, public announcements, and demonstrations by any Party to this Agreement relating to the Matter, its subject matter, or the purpose of this Agreement must be approved in writing in advance signed by all Parties prior to the release, announcement, or demonstration. No party shall assign any of its obligations under the Agreement without the prior written consent of the Company, which shall not be unreasonably withheld or delayed. Not withstanding the foregoing, the Company shall have the right to assign this Agreement to an entity as a result of merger, acquisition, reorganization, or sale of substantially all of the Company’s assets. The obligation to hold Confidential Information confidential is perpetual and shall survive this Agreement. This Agreement represents the entire understanding between the Parties, and the terms and conditions of this Agreement supersede the terms of any prior agreements or understanding, express or implied, written or oral. This Agreement may not be amended except in writing signed by all Parties. The provisions of this Agreement are considered to be severable, and in the event that any provision is held to be invalid or unenforceable, the Parties intend that the remaining provisions will remain in full force and effect to the extent possible and in keeping with the intent of the Parties. There are no additional party beneficiaries to this Agreement. Failure by a Party to enforce or exercise any provision, right, or option contained in this Agreement will not be construed as a present or future waiver of such provision, right, or option. Accepted by [Enter Name of Company] Accepted by [Enter Name of Company Possessing the Data to Be Shared] By: Name: Title: Date: By: Name: Title: Date:
Representative terms from entire chapter: