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HomeMy WebLinkAboutC21-348 Zoom NDADocuSign Envelope ID: 3EAC3671-5B14-43CF-9D47-FCB766A50CCB MUTUAL NON -DISCLOSURE AGREEMENT This Mutual Non -Disclosure Agreement ("Agreement") is made and entered into as of the date of last signature below ("Effective Date") by and between Zoom Video Communications, Inc., located at 55 Almaden Blvd. Suite 600, San Jose, CA 95113, U.S.A. ("Zoom") and Eagle County, Colorado, a body corporate and politic, located at 500 Broadway, Eagle, CO, 81631 ("Company"). The parties wish to provide certain Confidential Information (as defined below) to each other in connection with potential business activities between Zoom and Company ("Purpose") and wish to keep such information confidential in accordance with the terms of this Agreement. 1. "Disclosing Party" shall mean a party or its Affiliates disclosing Confidential Information, and "Recipient" shall mean a party or its Affiliates receiving such Confidential Information. 2. "Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party. For purposes of this Agreement, "control" means an economic or voting interest of at least fifty percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such entity. Each party shall remain liable for acts and omissions of its Affiliates and Representatives (as defined below) under this Agreement. 3. "Confidential Information" means all non-public, confidential or proprietary information disclosed by Disclosing Party to Recipient, including but not limited to information regarding the Disclosing Party's and/or its Affiliates' finances, products, services, operations, personnel, technology, research, development, sales, marketing, customers, suppliers, business, and current and future plans and strategies in any form, that are designated as "confidential," or a reasonable person knows or should understand to be confidential. Confidential Information shall not include any information Recipient can document that: (a) is already rightfully known to the Recipient or any of its Representatives prior to the time it is obtained from the Disclosing Party; (b) is or becomes publicly known or available through no wrongful act of the Recipient; (c) is rightfully received from a third party, free from any obligation to keep such information confidential; or (d) is independently developed by the Recipient or any of its Representatives without the use of or reference to Confidential Information. 4. Recipient agrees that it will (a) protect Confidential Information, with steps at least as protective as those the Recipient takes to protect its own similar confidential information, but in any event with no less than a reasonable standard of care; and (b) not permit access or disclose Confidential Information to any third party, except Recipient may disclose Confidential Information only to its or its Affiliates' respective employees, officers, directors, agents, and contractors with a need to know the Confidential Information for the Purpose and are bound by similar confidential obligations and restrictions as in this Agreement ("Representatives"). Recipient and its Representatives shall not use any Confidential Information for any purpose other than the Purpose. Recipient shall reproduce the proprietary rights notices on any copies of the Confidential Information in the same manner as set forth in the original. 5. Recipient shall (a) notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and (b) provide reasonable cooperation with the Disclosing Party to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it. 6. To the extent that Company provides any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to Zoom's products and services under this Agreement ("Feedback"), Company hereby assigns all rights in such Feedback to Zoom so Zoom may freely use and incorporate the Feedback. 7. To the extent that the Recipient is required to disclose the Confidential Information under any applicable law, regulation, or an order from a court, regulatory agency, or other governmental authority having competent jurisdiction, then Recipient may disclose only such portion of the Confidential Information as required; provided that, if not prohibited by applicable law or governmental authority, the Recipient: (i) promptly notifies the Disclosing Party of such requirement to disclose with sufficient opportunity to seek a protective order; (ii) provides the Disclosing Party with reasonable cooperation in its efforts to contest or limit such disclosure; and (iii) shall exercise commercially reasonable efforts to obtain assurance that the Confidential Information will be protected. 8. The term of this Agreement is five (5) years from the Effective Date, and the parties can exchange Confidential Information with each other for the period of three (3) years from the Effective Date. Either party may terminate this Agreement at any time for any reason upon at least fifteen (15) days prior written notice to the other party. 9. Nothing in this Agreement is intended to grant any license to any patent, mask work right, copyright, trade secret, or other intellectual Version February 2021 Confidential Page 1 of 2 DocuSign Envelope ID: 3EAC3671-5B14-43CF-9D47-FCB766A50CCB property right, by estoppel or otherwise. Any future plans or roadmap information provided by a party is intended solely to outline general product direction and should not be relied on in making a purchasing decision and does not represent a commitment or legal obligation to deliver any material, code, or functionality. 10. Recipient agrees that any violation or threatened violation of section 4 of this Agreement may cause irreparable injury to the Disclosing Party, and the Disclosing Party may seek injunctive or other equitable relief without posting a bond, in addition to all legal remedies available. 11. Upon the written request of the Disclosing Party or the termination or expiration of this Agreement and except as expressly provided in this Section 11, Recipient shall return to the Disclosing Party or destroy all the Disclosing Party's Confidential Information received under this Agreement, together with all copies, in its possession or in the possession of its Representatives. If requested by the Disclosing Party, Recipient shall further provide the Disclosing Party with a written confirmation of compliance with this Section 11. Recipient may retain one copy of Confidential Information in its archives: (i) pursuant to Recipient's document retention policies, (ii) as required by applicable law, rule, regulation of any competent judicial, governmental, supervisory or regulatory body, or (iii) to the extent such information is stored on Recipient's automatic back-up, disaster recovery procedures, or other forms of electronic information that are not regularly accessible and are subject to Recipient's regular deletion policies. To the extent that any Confidential Information continues to be held by the Recipient or any of its Representatives pursuant to the immediately preceding sentence, the Recipient shall remain subject to all of the provisions of this Agreement with respect to such information until it is no longer Confidential Information. 12. Nothing in this Agreement obligates either party to enter into any commercial agreement or relationship, unless and until authorized representatives of both parties execute a definitive commercial agreement. 13. ALL CONFIDENTIAL INFORMATION OF A DISCLOSING PARTY IS PROVIDED 'AS IS'. THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY AND COMPLETENESS OF ITS CONFIDENTIAL INFORMATION. NOTWITHSTANDING THE FOREGOING, THE DISCLOSING PARTY REPRESENTS IT HAS THE NECESSARY RIGHTS TO DISCLOSE THE CONFIDENTIAL INFORMATION IT DISCLOSES TO RECIPIENT UNDER THIS AGREEMENT. 14. This Agreement will be governed by the laws of the State of California, excluding its conflicts of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts in Santa Clara County, California to adjudicate any dispute relating to or arising out of this Agreement. 15. This Agreement contains the complete and exclusive understanding of the parties with respect to the subject matter of this Agreement. No waiver is binding unless in writing and signed by a duly authorized representative of the party providing the waiver. No amendment, modification, or supplement to this Agreement is binding unless in writing and signed by the parties. 16. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Execution of a facsimile, electronic or PDF copy of this Agreement (whether via original or electronic signature) shall have the same force and effect as original signatures. Zoom Video Communications, Inc. By. EDocuSigned by: OVKLA 44 Debora A8(1z4,6 B2W44D... Name: �Y Title: Deputy General Counsel 10/19/2021 Date: Company: Eagle County Signed by: By: Docu%n(t Ieff Fr76JCf4A328424.. Name: Title: County Manager Date: 10/19/2021 Version February 2021 Confidential Page 2 of 2