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Home My WebLink AboutComcast Cable Communications Management, LLC 09-10-14 ��, r�-► ��- i� � DocuSign Envelope ID:A41E979A-77DC-4124-8824-D5EC8D70B14A MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT This MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT(the "Agreement") is made and entered into this l Oth day of September,2014 {`•Effective Date"), by and between Comcast Cable Communications Management, LLC a Delawarc limited liability company, with offices at 1701 John F. Kennedy Boulevard, Philadelphia, PA 19103-2838, on behalf of itself and its Affiliates (collectively, the "Company"),and City of Ukiah,a California general law municipal corporation ("Customer"). WHEREAS, Customer and the Company each desire to disclose to,and receive from, the other party certain Confidentiaf Information (as defined below) for purposes of evaluating a potential business relationship. NOW THEREFORE, in consideration of the foregoing premises and mutual promises sel Corth below, Customer and the Company agree as follows: 1. The purpose of the disclosure hereunder shall be for the parties to discuss the Customer's potential use of the Company's products and/or services(the"Purpose"). The parties agree to use the Confidential Information solely for such Purpose and only in accordance with the terms of this Agreement. The parties further agree not to use the Confidential Information for any purpose other than the Purpose. 2. For purposes of this Agreement, the following terms shall have the meanings ascribed below: (a) "Affiliate" shall mean any corporation or other Icgal entity that n�w or hec•eafter Controls, is Controlled by, or is under common Contral with Cc�mpany or Customer. (b) "Confidential Information" shall mean and refer to all confidential or proprietary information, documents, and materials,whether printed or in machine-readable form or otherwise, including, but not limited to, processes,hardware, soflware, pricing, network maps, routes, network augmentation plans, constructions costs, inventions, trade secrets, ideas, designs, research, know-how, business methods, production plans, marketing and branding plans, policies,programs, and procedures relating to and including but not limited to organizational structure, management, marketing and branding strategies, products and services, customer service, internal communication processes,technology tools, and any Confidential Information that may be found in analyses, compilations, studies or other documents prepared by or for the Receiving Party. Confidential Information shall include all information that should reasonably have been understood by the Receiving Party, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself,to be proprietary and confidential to the Disclosing Party, regardless of whether such information is marked"Confidential." (c} "Control" means actual management control, or the direct or indireet�wnership af sufficient voting securities to exercis� ultimate decision makin�autharity. �ach p�r�y Revised 9/2009 DocuSign Envelope ID:A41E979A-77DC-4124-8824-D5EC8D70B14A shall be liable for any failure of its Affiliates to abide by the provisions of this Agreement. (d) "Disclosin� Partv" shall mean lhe party disclosing written or oral information to the other party. (e) "Receiving Party" shall mean the party receiving written or oral information from the other party. (fl "Representatives"shall mean any of the officers, employees, subcontractors or agents having access to Confidential Information disclosed hereunder. 3. The parties agree that with respect to the other party's Confidential Information a Receiving Party will: (i) reveal the Confidential information only to its Representatives who need tp know the Confidential Information for the purpose of evaluating such p�ssible transactian, who are informed by the Receiving Party of the confidential nature of the Confidential Information,and who shall agree to act in accordance with the terms and conditions of this Agreement; and (ii) at the Disclosing Party's request, return promptly to such party or destroy (and confirm such destruction in writing to the Disclosing Party) any and all portions of the Confidential [nformation disclosed under this Agreement(including copies forwarded to Representatives), together with all copies thereof, provided that the Receiving Party may retain one copy thereof in its confidential, restricted access Fles for archival purposes, which copy shall be maintained in accordance with thc provisions of this Agreement. In furtherance thereof,the Receiving Party shall use the same degree of care to safeguard and avoid disclosure(including, but nol limited to, disclosure to any federal, state or local government or any agency or department thereof, with exception of Customer), publication, dissemination, or use of any or all of the Confidential Information obtained hereunder as it would use with respect to its own Confidential Information or proprietary information, but in any case using no less than a reasonable degree of care. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives or Affiliates. 4. The parties hereto understand that each may naw market or have undcr dcvclopmcnt products and/or services which compete with products ar s�rvices now or hereafter afifered by the other party. Subject to the terms and conditions of this Agreement, discussions and/or communications between the parties hereto will not serve ta impair the right of either party to develop, make, use, procure, protect, and/or market products or services now or in the future which may be competitive with those offered by the other, nor require either party to disclose any planning or other information to the other. Revrsecf 9/ZO(� 2 DocuSign Envelope ID:A41E979A-77DC-4124-8824-D5EC8D70614A 5. This Agreement will terminate two (2)years af'ter the Effective I�ate. Confidential Information will be kept conftdential during the term of this Agreement and for a period of three(3) years from the date of termination of this ngreement and shall not, without the prior written consent of the Disclosing Party, be disclosed by the Receiving Aarty or Representatives to any third party in any manner whatsoever, in whole or in part. 6. It is understood, however, that the foregoing provisions shall not apply to any portion of the Confidential Information which: (i) was known to and in the lawful possession of the Receiving Party prior to disclosure by the Disclosing Party without obligation of confidentiality; (ii) is obtained by the Receiving Party after the date hereof from a third party which is lawfully in possession of such information and is not in violation of any contractual or legal obligation to a Disclosing Party or other third party with respect to such information; (iii) is or becomes part of lhe public domain through no fault of the Receivin� Party ur its Representatives; (iv) is independently ascertained or developed by the Receivin� Party or its Representatives; (v) is required to be disclosed by administrative or judicial action, including pursuant to the California Public Records Act(Cal Gov't Code § 6250 et scq., "PRA"), provided that (A)the Receiving Party immediately after notice of such action notifies Disclosing Party of such action, including disclosure of information as required by the PRA, to give Disclosing Party the opportunity to seek any other legal remedies to maintain the confidentiality of such Confidential Information and (B) Receiving Party discloses such Confidential Information with the highest level of conftdentiality designation available under any protective or like order associated with the administrative orjudicial action; or (vi) is approved for disclosure and release by written authorization ofthe Disclosing Party. 7. The Disclosing Party hereby represents that its disclosure of Confidenlial [nformati�n lo the Receiving Party will not violate any proprietary rights of third parties, including, without limitation, canfidential relationships, J�atent and copyright rights, �r other trade secrets,and that such disclosure further will not violate any contractual abligations that the I�iscl�sin� Party may have to any third party. Each party further w�rrants that it has the ri�k�t to disclose all Confidential Information that it discloses to the other party pursuant to tihis Agreement. 8. Except as otherwisc providcd hcrcin, ncithcr party makes any representation or warranty, express or implied, with respect to any Confidential Information. Confidential Information is provided "as is", and the Disclosing Party shall not be liable for the accuracy or cotnpleteness Revised 9/1009 3 DocuSign Envelope ID:A41E979A-77DC-4124-8824-D5EC8D70614A of the Confidential Information. Neither party shall be liable for any indirect, incidental, or consequential damages of any nature or kind resulting from or arising in connection with this Agrcement. 9. All the Confidential Information disclosed to, delivered to, or acquired by a Receiving Party from a Disclosing Party hereunder shall be and remain the sole property of the Disclosing Party. 10. Disclosure of the Confidential Infonnation shall not constitute any option,grant, or license to the Receiving Party or its Representatives of such Confidential Information under any pat�nt, know-how, or other rights heretofore, now,or hereinafter awned or held by the Disclosing Party. Additionally,disclosure of the Confidential Information shall not convey any ownership interests in the Confidential Information to Receiving Party or its Representatives or any rights in, to or arising from the Contidential lnformation. It is understood and agreed that the disclosure of the Confidential Information hereunder shal( nul result in any obligation on the part of either party to enter into any further agreement with the other with respect to the subject matter hereof or otherwise. 1 L This Agrecment is binding on the parties,their successors and assigns. No modification of this Agreement shall be effective unless in writing and signed by both parties hereto. I 2. Each party hereto further acknowledges that remedies at law would be inadequatc to protect against a breach or a threatened breach of this Agreement, and it hereby in advance agrees that the other party shall be entitled to seek injunctive relief without the posting of a bond or other security as a remedy for any such breach or threatened breach. Such relief shall not be deemed to be the exclusive relief for a breach by either party ofthis Agreement but shall be in addition to all other remedies available at (aw or equity to the other party. 13. All notices, demands, requests or other communications given under this Agreement shal( be in writing and be given by personal delivery, certified mail, return receipt requested, or nationally recognized overnight courier serviee to the address sel forlh belUw c�r as ►nay subsequently in writing be requested. If to Customer: City of Ukiah 300 Seminary Ave Ukiah CA 95482 Attn.: General Counscl If to the Company: Comcast Cable Communications Management, LLC 1701 John F. Kennedy Boulevard Philadelphia, PA 19103-2838 Attn.: Terrence Connell With a copy to: Revi.ced 9/2009 4 DocuSign Envelope ID:A41E979A-77DC-4124-8824-D5EG8D70B14A Comcast Cable Communications Management, LLC 1701 John F. Kennedy Boulevard Philadelphia,PA (9103-2838 Attn.: General Counsel 14. Either party's waiver of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition hereof. 1 S. This Agreement shall be governed, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of law. 16. This Agreement constitutes the complete agreement between the parties hereto and supersedes and cancels any and all prior communications and agreements between the�arties with respect to the disclosure of Confidential Information related to the purpose described hercin and the subject matter hereof. [N WITNESS WHEREOF, the parties hereto by their duly authorized representatives have executed this Mutual Confidentiality and Nondisclosure Agreement upon the date first set forth above. City of Ukiah Comcast Cable Comm�}�►��a ti�,�s Management,LLC�� t �yy. , �� ;' 1 —6AEAOA3D7D00457_ By: � ��e ��,�.� By: Name: �� Name: Daniel J. Carr Title: r '. � Title: �/�P prP �r�Pnt Reviseci 9/2004 S