HomeMy WebLinkAboutExhibit 3"Attachment 2"
CONFIDENTIALITY NONDISCLOSURE AGREEMENT
(Confidentiality Nondisclosure Agreement document follows this cover page)
CONFIDENTIALITY NON -DISCLOSURE AGREEMENT
This Confidentiality Non -Disclosure Agreement ("Agreement) is between The City of
Miami (hereinafter referred to as RECIPIENT) and Westnet, Inc. of 16581 Burke Lane, Huntington
Beach, California, 92647 (herein OWNER).
WHEREAS, OWNER has developed a method and apparatus for microprocessor control of
fire station alarms and other fire station systems (hereinafter referred to as FIRE STATION
CONTROL SYSTEM) and RECIPIENT has expressed an interest in receiving information concerning
the FIRE STATION CONTROL SYSTEM to determine its suitability for possible use in conjunction
with a Dispatch Apparatus of RECIPIENT; and
WHEREAS, OWNER considers certain information concerning the FIRE STATION CONTROL
SYSTEM to be proprietary whether embodied in written or oral form or the design or construction
of the FIRE STATION CONTROL SYSTEM and not limited to drawings, data, hardware, software,
specifications, design instructions, installation and operational instructions, memoranda, patent
application(s), working models and embodiments (herein referred to INFORMATION); and
WHEREAS, OWNER is willing to disclose some portion of the INFORMATION to RECIPIENT
and its agents and employees to determine RECIPIENT'S interests therein and to otherwise operate
the FIRE STATION CONTROL SYSTEM installed in Recipient's place of business.
Now THEREFORE, for and in consideration of the mutual covenants herein contained,
the parties hereto have agreed and hereby agree as follows:
OWNER hereby grants RECIPIENT the right to examine some or all of said INFORMATION solely
for the limited purpose herein described. All information and knowledge concerning the FIRE
STATION CONTROL SYSTEM that is obtained or learned by RECIPIENT as a result of study,
analysis or reverse engineering of a prototype, working model or model offered for sale of
the FIRE STATION CONTROL SYSTEM shall be considered part of the INFORMATION covered by
this Agreement, regardless of whether such INFORMATION is obvious or not patented.
2. RECIPIENT will not use, disclose, publish or reproduce in whole in part any of the
INFORMATION which OWNER provides concerning the FIRE STATION CONTROL SYSTEM and
will maintain such INFORMATION in strict confidence, unless disclosure to others is permitted
by a subsequent written Agreement between the parties.
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3. RECIPIENT will disclose the INFORMATION only to its employees and agents who are required
to have the INFORMATION in order to evaluate and/or operate the FIRE STATION CONTROL
SYSTEM. RECIPIENT warrants that prior to receipt of the INFORMATION, each person will be
subject to an obligation to keep confidential and not use any of such INFORMATION and will
agree to the terms hereof RECIPIENT will provide OWNER with a copy hereof with the name
of each person affixed.
4. RECIPIENT will return all of the physical embodiments of the INFORMATION, i.e. drawings,
tables, charts, reports, memoranda, working models, patent application(s) or embodiments, et
cetera, which OWNER may provide to RECIPIENT promptly after RECIPIENT'S evaluation of the
FIRE STATION CONTROL SYSTEM or upon OWNER'S request for such materials, whichever is
earlier.
5. No license or right under any patent, invention, or INFORMATION which OWNER now holds, or
hereinafter obtains, is granted or implied by this Agreement or by the disclosure of the
INFORMATION and none of the information which OWNER provides to RECIPIENT or anything
herein, shall constitute a representative, warranty, assurance, guarantee, or inducement with
regard to theinfringement of patents or other rights of third parties.
b. In the event of disclosure by RECIPIENT or its officers or principals (in the event RECIPIENT is
a corporation) in breach of this Agreement, RECIPIENT and its officers or principals shall be
liable to OWNER, jointly and severally, for any and all damages cause OWNER by such breach.
7. In the event that RECIPIENT or any properly designated receiver conceives any invention or
improvement as a result of receiving INFORMATION, such invention shall be assigned to
OWNER
Nothing stated in this Agreement shall preclude RECIPIENT, its agents and employees, from
using, disclosing, publishing or reproducing, in full or in part, any INFORMATION which is
disclosed in an issued patent that has expired or was known to, or in use by RECIPIENT, its
agents and employees at the time of the disclosure as evidenced by a written document dated
prior to date of this Agreement.
9. RECIPIENT will not disclose the INFORMATION to any other municipality or state agency or
parent company or any other associated, affiliated or subsidiary company of such parent
company without OWNER's prior written permission.
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10. RECIPIENT will not develop and will not sell a system having the circuits, software or features
Of OWNER'S FIRE STATION CONTROL SYSTEM without first receiving OWNER'S written
permission to do so. OWNER'S permission may be withheld in OWNER's absolute discretion,
or may be conditioned on a payment of a royalty or other compensation to OWNER, in such
amount as OWNER determines. In the event that RECIPIENT does sell or offers to sell a system
having circuits, software or features of OWNER'S FIRE STATION CONTROL SYSTEM and does so
without first receiving OWNER'S written permission to do so, a presumptions shall arise that
such system IS copied from OWNER. in violation of this Agreement. RECIPIENT shall thereafter
have the burden of proving otherwise in the event that any litigation based thereon and
brought by OWNER or in behalf of OWNER.
11. RECIPIENT hereby designates the following individuals, and only the following individuals,
and only the following individuals, as receivers in whole or in party of the INFORMATION
which OWNER provides concerning the FIRE STATION CONTROL SYSTEM:
12. This Agreement will be governed by and subject to the laws of the State of Florida including
the State's public records laws and excluding their conflicts of laws principles. The United
Nations Convention of Contracts for the International Sale of Goods is hereby excluded in its
entirety from an:(cation to this Agreement.
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i gnature
Kevin Burns
Typed Name
Signature
Typed Name
Signature
Typed Name
Signature
Typed Name
Signature
Typed Name
Signature
Typed Name
In witness whereof the parties hereto have executed this Confidentiality Non -Disclosure
Agreement on the dates hereinafter indicated.
Dawn M ny, Treasurer
WESTNET(O wmER),___.... .
Typed Name: Joe Arriola
Title: �.ity Manager
Typed Name of (RECIPIENT)
ATTEST:
y�Priscilla A. Thompson, City Clerk
APPROVED .AS TO FORM AND
CORRECTNESS:
Jorge L. rnandez
City Atto ey
Dated
5
In.
Dated
APPROVED AS TO INSURANCE
REQUIREMENTS:
Dania Carrillo �!
Risk Management Administrator