HomeMy WebLinkAboutTyler Technologies Confidentiality & Non-Disclosure Agreement 10-3-231
CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT
This Confidentiality & Non-Disclosure Agreement (this “Agreement”) is entered by and between Tyler
Technologies, Inc., a Delaware corporation (“Tyler”), and the entity set forth on the signature page below
(“Recipient”).
Tyler and Recipient are interested in pursuing a business transaction with each other (the
“Transaction”) or, alternatively, are parties to a written agreement by which Tyler licenses its proprietary
software to Recipient (the “License Agreement”). In connection therewith, Recipient has requested that
Tyler disclose to Recipient certain confidential and proprietary information related to information security for
Tyler. Such information may include, at Tyler’s sole discretion, and without limitation, a copy of the summary
of the most recent Independent Service Auditors’ Report for Tyler (individually, an “Information Security
Document” or “ISD”, collectively, “Information Security Documents” or “ISDs”). Recipient acknowledges
that, prior to disclosure of the ISD, Tyler has required that Recipient enter into this Agreement and that Tyler
would not disclose such ISD absent this Agreement.
THEREFORE, in consideration of the foregoing and of the mutual representations, covenants, and
agreements contained herein, along with other good and valuable consideration, the receipt and sufficiency
of which all parties mutually acknowledge, the parties agree as follows:
1.Confidentiality. Recipient agrees to not disclose or reproduce, or authorize any third party to
disclose or reproduce, any portion of the ISD. Notwithstanding the foregoing, Recipient may disclose the ISD
or portions thereof to officers and employees of Recipient as may be required to evaluate the Transaction or
License Agreement; provided, however, that Recipient informs such persons of the existence of this
Agreement and Recipient shall be responsible for any breach of this Agreement by such persons. Recipient
shall immediately notify Tyler upon the discovery of any loss or unauthorized disclosure or use of the ISD.
Notwithstanding the above, but subject to the further requirements of this Agreement, as applicable,
Recipient may disclose the ISD to Recipient's auditors who have a need to know; provided, however, that such
auditors shall be required to execute a confidentiality and non-disclosure agreement substantially in the form
of this Agreement. Notwithstanding Section 8 below, the confidentiality obligations contained herein shall
commence upon the Effective Date and continue for a period of five years from the disclosure of the
applicable ISD.
2.Open Records Request. Recipient shall comply with the confidentiality covenants contained
herein to the fullest extent permitted by applicable law. In the event of a request for the ISD is made under
the applicable open records act, Recipient agrees to cooperate with any reasonable request of Tyler, at Tyler’s
expense, to maintain the confidentiality of the ISD. If a demand or request for disclosure of the ISD is made,
Recipient agrees that it will provide Tyler with notice of such demand or request without undue delay.
3.Ownership. Recipient agrees that the ISD is and shall be the exclusive property of Tyler and
that all copies thereof shall be surrendered to Tyler upon request. Recipient agrees that it shall have no rights,
DocuSign Envelope ID: 299073C2-0CEC-4C62-A68C-C9C776DA59CB
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by license or otherwise, to use the ISD, except as expressly provided herein or in a separate written agreement
specifically granting such rights.
4.No Warranty. Recipient acknowledges that the ISD has been prepared for Tyler by a third
party. Tyler makes no representation, warranty, or guarantee to Recipient with respect to the value or
accuracy of any information contained in the ISD, and Tyler shall not be held liable for any errors or omissions
in the ISD.
5.Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed an original and all of which will constitute one and the same Agreement.
6.Governing Law. This Agreement will be governed by, and construed in accordance with,
the substantive laws of the state of residence of Recipient.
7. Attorneys’ Fees and Costs. If attorneys’ fees or other costs are incurred to secure
performance of any obligations under this Agreement, or to establish damages for the breach thereof or to
obtain any other appropriate relief, whether by way of prosecution or defense, the prevailing party shall be
entitled to recover reasonable attorneys’ fees and costs incurred in connection therewith.
8.Term & Change in Agreement Terms. The term (hereafter “Term”) of this Agreement
commences on the date of last signature below and ends on the five (5) year anniversary of Term
commencement. The foregoing notwithstanding, Tyler reserves the plenary right to change the terms of this
Agreement upon sixty (60) days advance notice to Recipient.
9.Entire Agreement. This Agreement constitutes the entire agreement and understanding
among the parties and supersedes all prior discussions and agreements between the parties relating generally
to the same subject matter. The entering into of this Agreement shall not constitute any obligation on the
part of either party to enter into any further agreement with the other party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by a duly authorized
representative to be effective as of the last date set forth below (the “Effective Date”).
CITY OF FRESNO, A California municipal corporation
By:
Name:
Title:
Date: __________________________________
TYLER TECHNOLOGIES INC.
By:
Name:
Title:
Date: ___________________________________
Abigail Diaz
Chief Legal Officer
September 28, 2023
DocuSign Envelope ID: 299073C2-0CEC-4C62-A68C-C9C776DA59CB
CIO
9/29/2023
Bryon Horn
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APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Date
Supervising Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
Addresses for Notices:
CITY OF FRESNO
Attention: _____________________
Title: ________________________
Address: ______________________
_______________________
Phone: __________________________
E-mail: _______________________
TYLER TECHNOLOGIES
Attention: Abigail Diaz
Chief Legal Officer
1 Tyler Drive
Yarmouth, ME 04096
Phone: (800)772-2260 ext:884289
E-mail: abigail.diaz@tylertech.com
DocuSign Envelope ID: 299073C2-0CEC-4C62-A68C-C9C776DA59CB
10/2/2023
10/3/2023