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HomeMy WebLinkAboutC22-071 Hughes Aerospace Corporation Page 1 of 3 HUGHES AEROSPACE PROPRIETARY INFORMATION AGREEMENT PIA No. 2022-0131 THIS AGREEMENT (Agreement), effective as of January 28, 2022, is by and between HUGHES AEROSPACE CORPORATION, located at: 1790 Hughes Landing Blvd, Ste 400, The Woodlands, TX 77380 & EAGLE COUNTY REGIONAL AIRPORT (KEGE) and having its office at 219 ELDON WILSON ROAD, GYPSUM, CO 81637. A. HUGHES AEROSPACE CORPORATION and EAGLE COUNTY AIRPORT each wish to have access to certain materials and information of the other for the purpose of activities in the fields of Aerospace Technologies, Navigation Services, Air Traffic Control Management Services and Aircraft Operations. B. Both HUGHES AEROSPACE CORPORATION and EAGLE COUNTY AIRPORT both consider their materials and information to be proprietary and are only willing to provide certain materials and information subject to certain conditions and restrictions. AGREEMENTS Accordingly, HUGHES AEROSPACE CORPORATION and EAGLE COUNTY AIRPORT (sometimes hereinafter individually or collectively referred to as the Party or Parties, respectively) agree as follows: 1. For purposes of this Agreement, Proprietary Information is defined to mean all proprietary, confidential, and/or trade secret information disclosed by either Party to the other and pertaining to information and/or documentation which may include, but is not limited to, financial data, business plans, strategies and plans, imagery or imagery products, drawings, samples, devices, prototypes, demonstrations, trade secrets, technical information, market and other data or information disclosed by either Party , as well as HUGHES AEROSPACE CORPORATION strategies and plans related to products and services for Performance Based Navigation (Area Navigation and Required Navigation Performance technology), Global Navigation Satellite System Landing Systems (GLS), and Ground Based Augmentation Systems (GBAS), Satellite based Communications (SATCOM) and their implementation into air carrier revenue operations, including information on the functionality, certification basis, and qualification data for operational approval for the airborne avionics that provide these capabilities and airplane performance characteristics associated with the use of these capabilities, including practices, techniques and performance as it relates to Air Traffic Control, and other methods, techniques, practices and performance assessments as they relate to FUEL SAVINGS and the REDUCTION OF CARBON EMISSIONS provided that: a. Proprietary Information will not include information already in the public domain, information that is required to be released into the public domain by state or federal law or known to the receiving Party (as evidenced by written records) when first received from the disclosing Party." and b. Proprietary Information will lose its status as Proprietary Information if, and as of the date when, it becomes part of the public domain through no wrongful act of the receiving Party, is rightfully disclosed to the receiving Party without restriction by a source other than the disclosing Party or is developed by the receiving Party entirely independently of any disclosure hereunder. DocuSign Envelope ID: 13D11842-CAB6-47B8-85E8-23ACF4CEF2D1 Page 2 of 3 2. Each Party agrees that it will preserve in confidence, not disclose to others, and not use (except for the purpose set forth in paragraph A. of this Agreement) any and all Proprietary Information received from the other Party; provided that Proprietary Information, when first received from the disclosing Party, must be either (i) in written form and marked with an appropriate restrictive legend or (ii) not in written form but initially identified to the receiving Party as proprietary and/or confidential and thereafter promptly confirmed, in writing to the receiving Party, as being Proprietary Information. All pricing information shared between parties is considered Proprietary Information. 3. The HUGHES AEROSPACE CORPORATION technical focal for tracking Proprietary Information exchanged between the parties is CHRIS BAUR phone number (O) 281.655.3330 (M) 281.968.8260 email: Chris.baur@Hughesaerospace.com The EAGLE COUNTY AIRPORT technical focal for tracking Proprietary Information exchanged between the parties is DAVID REID phone number: (O) 970.328.2680 email: david.reid@eaglecounty.us 3a. Materials and information provided under this Agreement are licensed to the receiving Party for the limited purpose set forth in paragraph A; and no disclosure or physical transfer of any materials or information covered by this Agreement will be construed as granting (a) a license under any patent, patent application, or copyright or (b) any right of ownership in such materials or information. 4. With the exception of confidentiality obligations with respect to trade secrets as defined by federal law of the United States, this Agreement will automatically expire THREE (3) years from its effective date unless sooner terminated in accordance with this paragraph. Either Party may terminate this Agreement upon written notice to the other specifying the effective date of such termination. The obligations of confidentiality with respect to trade secrets shall remain in effect indefinitely until such information no longer qualifies as a trade secret. Any such expiration or termination, however, will have no effect upon rights or obligations relative to Proprietary Information disclosed to a Party under this Agreement prior to the effective date of such expiration or termination. 5. NEITHER PARTY may refer to this Agreement, or to any related activity or relationship with THE OTHER PARTY, for any promotional purpose, use on either parties company website as a customer or reference, or in any news release or public announcement without the prior written approval of THE OTHER PARTY. 6. Proprietary Information disclosed under this Agreement is made without any representation, guarantee, or warranty of any kind. 7. This Agreement will be governed by the laws of the state of Delaware, U.S.A., except that the conflict of law’s provisions under Delaware law will not be applied for the purpose of making other law applicable. 8. a. In performing their respective obligations under this Agreement, the Parties will comply with United States export control and asset control laws, regulations, and orders, as they may be amended from time to time, applicable to the export or re-export of goods or services, including software, processes, or technical data (“Items”). Such regulations include without limitation the Export Administration Regulations (“EAR”), International Traffic in Arms Regulations (“ITAR”), and regulations and orders administered by the Treasury Department’s Office of Foreign Assets Control (collectively, “Export Control Laws”). b. The Party conducting an export or re-export, as defined in such laws and regulations shall be responsible for obtaining the required authorizations. Each Party shall reasonably cooperate with, and exercise reasonable efforts to support, the Party making the export or re-export in obtaining any necessary licenses or authorizations required to perform its obligations under this Agreement. 9. This Agreement contains the entire understanding between the Parties regarding Proprietary Information disclosed on or after the effective date and supersedes, merges, and replaces any and all DocuSign Envelope ID: 13D11842-CAB6-47B8-85E8-23ACF4CEF2D1 Page 3 of 3 prior and contemporaneous communications and understandings with respect thereto. No modification of, or exception to, this Agreement will be binding on a Party unless first agreed to in writing by such Party. This Agreement will apply in lieu of and notwithstanding any specific legend or statement associated with any particular materials or information disclosed or transferred by either Party to the other Party. IN WITNESS WHEREOF, the parties hereto have executed this agreement by their duly authorized representatives as of the day and year first above written. HUGHES AEROSPACE CORPORATION EAGLE COUNTY REGIONAL AIRPORT By: ___________________________________________ By: ________________________________________________ (Signature) (Signature) _______________ ______________________________ _________________ __________________________________ (Printed) (Printed) Title: ________________________ _______________ Title: __________ ___________________________________ Date: _______________________________________ Date: ______________________________________________ DocuSign Envelope ID: 13D11842-CAB6-47B8-85E8-23ACF4CEF2D1 2/9/2022 Alyce Shingler Director of Operations Commissioner 2/22/2022 Jeanne McQueeney