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HomeMy WebLinkAboutSprint Spectrum L.P. Augusta Richmond GA DOCUMENT NAME: 5yr i " i' S pC L -\- (\) '('n L.r DOCUMENT TYPE: G.. 9 Vt e n..e./L r YEAR: J-OO\ BOX NUMBER: I? I 'S 509 FILE NUMBER: ?- NUMBER OF PAGES: ~ .~. .. PSAP Nondisclosure Agreement This agreement is made by and between Sprint Spectmm, L.P. d/b/a Sprint PCS, and its associated and' affiliated companies, and Augusta, Georgia, a political subdivision of the State of Georgia, ("PSAP"). PSAP agrees that it may be necessary for Sprint PCS to provide PSAP with certain confidential information, including trade secret infomlation, considered to be proprietary by Sprint PCS in conjunction with provision of services and materials relating to the provision of Enhanced 911 services (E911). Such confidential information specifically includes, but is not limited to, technical and business plans, technical infomlation, specifications, drawings, proposed products, processes, services and like infomlation ("Infomlation"), including this Agreement. PSAP hereby agrees to receive such infol1nation and to disclcse such information only subject to the following temlS and conditions: 1. PSAP agrees to protect such infomlation provided to PSAP from distribution, disclosure or dissemination to anyone except employees ofPSAP with a need to know sllch information in conjunction with the above services and materials, except as authorized herein or as otherwise authorized in writing by Sprint PCS. PSAP will use, at a minimum, the same standard of care to protect such infom13tion of Sprint PCS as it uses to protect its own similar confidential and proprietary infomlation, which standard of care shall in all events be sufficient to confoml with the requirements of this Agreement. 2. All information obtained by PSAP hereunder or in contemplation hereof shall remain Sprint PCS's and/or any applicable third party owner's property. All such infomlation shall be in writing or other tangible form and clearly marked by Sprint PCS with a confidential or proprietary legend. Infomlation conveyed orally or visually shall be designated as proprietary or confidential at the time of such conveyance and must be reduced to writing by Sprint PCS within forty-five (45) days. At the direction cf Sprint PCS, all copies of such infomlation in written, graphic, or other tangible foml shall be cestroyed or retumed to Sprint PCS. 3. PSAP will not have an obligation to protect any portion of the infomlation which: (1) is made publicly available by Sprint PCS or lawfully by a nonparty to this agreement; (b) is lawfully obtained by PSAP from any source other than Sprint PCS or its assigned agents; (:) is previously known to PSAP without an obligation to keep it confidential; (:I) is released by Sprint PCS in writing, or; (~) is provided pursuant to a subpoena, COllrt order or otherwise by operation oflaw, provided reasonable notice shall be given to Sprint PCS and PSAP shall assist Sprint PCS in seeking protection for such infomlation. 4. PSAP agrees to use the infomlation solely in supporting Sprint PCS and for no other customer J:urpose. PSAP will only make copies of the information received by it from Sprint PCS as are necessary for its use under the terms hereof, and each such copy will be marked proprietary or confidential. 5. PSAP agrees not to identify Sprint PCS or any other owner of infomlation disclosed hereunder in any advertising or publicity without the prior written pemlission of Sprint PCS. 6. Information shall be subject to the temlS of this Agreement for one (1) year from the receipt of the information by PSAP. Any infomlation, which is a trade secret under applicable law, shall be subject t::> the temlS of this Agreement for so long as such infom13tion remains a trade secret. 111is Agreement shall otherwise expire one (I) year from the date of execution. 7. This Agreement shall be constmed in accordance with the laws of the State of Georgia. Any dispute hereunder shall be resolved in the Superior Court of Richmond County, Georgia. By executing this \ f, . .' " a,sreement, the parties hereto submit to jurisdiction in said Court and waive any venue defenses that it otherwise might have. 8. No license to PSAP under any trademark, patent or copyright is either granted or implied by Sprint PCS's disclosure of such infoffilation to PSAP. 9. This Agreement does not represent, and should in no way imply, conmlitment on the part of the PSAP to purchase the products or services of Sprint PCS nor as an encouragement to expend funds in the development thereof. No such agreement to provide or develop products or services shall be binding unless and until expressed in a writing signed by authorized representatives of both parties. 10. This Agreement constitutes the entire agreement between the parties hereunder and may not be modified or amended other than by written instrument executed by both parties. The parties represent that they have read this Agreement, understand it and agree to be bound to its terms and conditions. There are no understandings or representations, express or implied, which are not expressed herein. Sprin: PCS 1JJ ~ ~~ By Jomes :;p/ j 4~ t' Tilk M..?;;i ::11 Date: Ul C f . Title: