HomeMy WebLinkAboutConvergeOne, Inc. Confidentiality Agreement 12-14-23 DocuSign Envelope ID:A76BEECA-7D2C-4B60-8991-52CE89C30C7A
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (Agreement) is dated as of this 12/14/2023
(Effective Date), by and between the City of Fresno (City or Disclosing Party) and
ConvergeOne, Inc. (Receiving Party). The purpose of this Agreement is to ensure that all
City Confidential Information, learned, revealed to, or acquired by Receiving Party during
the course of business discussions with the City is kept confidential according to the terms
and conditions of this Agreement, and not revealed or disseminated to any third party without
the express written consent of the City.
Receiving Party acknowledges that during the course of business discussions with the City,
Receiving Party will become privy to information about the City, which the City deems
private, confidential, and proprietary. Receiving Party agrees to treat all such Confidential
Information in strict confidence.
DEFINITIONS:
The term "Confidential Information" shall mean any and all documents, materials and
information (whether oral or written) which is revealed to Receiving Party from the
Information Services Department staff that may include information about various city sites
and facilities, the equipment, systems, and processes used to secure those sites and
facilities. Further, this will include all technical details about the technology systems in place
at the City., and shall also include any and all technical or business information which is:
(a) furnished in whatever form or medium, or disclosed by City to Receiving Party
including, but not limited to, engineering, production, developmental, marketing, sales,
operations, performance, process, financial, know-how, product/service specifications,
prototypes, models, computer programs, databases, drawings and personnel statistics,
which are marked as confidential or proprietary by Disclosing Party; or
(b) disclosed orally or otherwise intangibly, and which Disclosing Party indicates
at the time of disclosure to be confidential or proprietary and summarizes and confirms in
writing to Receiving Party within thirty (30) days of such disclosure that such information is
also Confidential Information; or
(c) property of third persons furnished or otherwise disclosed by Disclosing Party,
unless specifically indicated in writing to the contrary.
AGREEMENT:
1. Receiving Party may disclose Confidential Information as necessary for the purposes
of this Agreement to its officers, directors, employees, contractors, subcontractors,
affiliates and vendors having a reasonable need to know said Confidential
Information, provided that prior to any such disclosure being made, the recipient shall
have agreed with Receiving Party in writing to use and protect the Confidential
Information in accordance with the terms of this Agreement. Receiving Party hereby
agrees the Confidential Information will be used (a) solely for the purpose of
reviewing, evaluating, and assessing issues related to the business discussions; and
(b) will be limited to those individuals who have a need to know in order to evaluate
the subject purpose.
2. The obligations imposed in this Agreement shall not apply to any information that:
(a) is already in the possession of or is independently developed by Recipient; or
(b) becomes publicly available through no fault of Recipient; or
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(c) is disclosed without restriction by Disclosing Party; or
(d) must be disclosed by law or court order, provided Disclosing Party is given
written notice before such disclosure.
3. Except for the obligations of use and confidentiality imposed in this Agreement, no
obligation of any kind is assumed or implied against either party by virtue of the
parties' meetings or conversations with respect to the Confidential Information.
4. Receiving Party further agrees the Confidential Information will not be used by it in a
way detrimental to or to the disadvantage of the City, its subsidiaries or affiliates.
Receiving Party further acknowledges the Confidential Information imparted may
include attorney-client communication that is protected by the attorney-client
privilege. Receiving Party acknowledges it has no authority to disclose attorney-client
communications without a majority vote of the City Council.
5. Receiving Party hereby acknowledges the disclosure of Confidential Information may
be harmful to the City and agrees to hold such Confidential Information in the strictest
confidence and not to disclose the same or release it to any other party, except as
expressly permitted hereunder.
6. In the event Receiving Party becomes legally compelled (by deposition, interrogatory,
public request for documents, order, subpoena, civil investigative demand, or similar
process issued by a court of competent jurisdiction)to disclose any of the Confidential
Information, prompt written notice of any such requirement shall be provided to the
City Attorney's Office and the Information Services Department so the City Attorney
may seek a protective order or other appropriate remedy and/or waive in writing
compliance with the terms of this Agreement. In the event that such protective order
or other remedy is not obtained, and irrespective of whether or not compliance with
the provisions hereof is waived, Receiving Party agrees only that portion of the
Confidential Information which Receiving Party's legal counsel advises it is legally
required to be disclosed shall be disclosed and reasonable efforts shall be made to
obtain assurance that confidential treatment will be accorded such Confidential
Information.
7. If requested in writing by the Chief Information Officers, all Confidential Information
shall be returned to the Information Services Department and Receiving Party shall
destroy the Confidential Information in its possession. Any oral information will
continue to be subject to the terms of this Agreement indefinitely.
8. Receiving Party agrees not to disclose (verbally, telephonically, or electronically) or
provide copies of any Confidential Information to any individual who has not executed,
and therefore not bound, by this Confidentiality Agreement pursuant to Section 1
above.
9. Either party may terminate this Agreement at any time without cause upon notice to
the other party. Upon termination of this Agreement for any reason, or upon request
of City, all tangible embodiments of Confidential Information, togetherwith any copies
of same, shall be returned to City or certified in writing to be destroyed by Receiving
Parry. Absent termination, this Agreement shall expire two (2) years from the
Effective Date.
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10. Provisions of this Agreement shall remain in full force and effect as to Receiving Party
as long as Receiving Party retains the Confidential Information in its possession and
indefinitely thereafter.
11. Receiving Party agrees the City shall be entitled to seek equitable relief, including
without limitation, injunctive relief and specific performance, in the event of any
breach or threatened breach of the provisions of this Agreement by Receiving Party,
in addition to all of the remedies available at law(including reasonable attorney's fees
and costs incurred by the City in litigating this matter) or in equity and will not be
required to post bond or prove actual damages, which may in any event be difficult to
specify or establish. In addition, the undersigned acknowledges the potential for
disciplinary and criminal ramifications under the Ralph M. Brown Act should
confidential information be wrongfully disclosed.
12. This Agreement contains the entire agreement between the parties concerning the
confidentiality of the Confidential Information and may not be modified or waived by
a separate written addendum signed by the parties hereto.
13. This Agreement is for the benefit of the parties and their successors in interest and
will be governed by and construed in accordance with California Law.
14. The parties hereby represent and warrant that the person executing this Agreement
has the authority to bind it, as well as its officers, directors, employees, contractors,
subcontractors, affiliates, and agents to this Agreement.
15. If any of the provisions of this Agreement are found to be unenforceable, the
remainder shall be enforced as fully as possible and the unenforceable provision(s)
shall be deemed modified to the limited extent required to permit enforcement of the
Agreement as a whole.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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WHEREFORE, the parties acknowledge that they have read and understand this Agreement
and voluntarily accept the duties and obligations set forth herein.
CITY OF FRESNO, ConvergeOne, Inc.,
A California municipal corporation a Minnesota corporation
DocuSigned by:
�blrt. "DIM,
By: By:
Name:
Title: C1O Name: Greg Miles
APPROVED AS TO FORM: Title: Senior Vice President, Public Sector
ANDREW JANZ (If corporation or LLC., Board Chair,
City Attorney Presf� Vice Pres.)
By: "
By:� � - 1���y�Z' Rui Goncalves
Christine C. Charitar Date Name:
Deputy City Attorney Title: Secretary and General Counsel
(If corporation or LLC.,CFO,Treasurer,
ATTEST: Secretary or Assistant Secretary)
TODD STERMER, CMC Any Applicable Professional License.
Ci gned by: Number:
-�itna �DIW 1/s/zo24 Name:
By Date
_ Date of Issuance:
Deputy
Addresses:
Disclosing Parry: Receiving Party:
City of Fresno ConvergeOne, Inc.
Attention: Attention: Rui Goncalves,
Title: Secretary and General Counsel
Address: 10900 Nesbitt Ave S
Fresno, CA Bloomington, MN 55437
Phone: (559) Phone: (973) 656-4622
E-mail: E-mail: RGoncalves@oneC1.com
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