16-145.00 AT&T Services: TRS Recovery Services 142-1H5
Non-Disclosure Agreement
No. 20160825.019.0
among
AT&T Services, Inc.,
Tax Recovery Services
and
City of Spokane Valley
20160825.019.0
NON-DISCLOSURE AGREEMENT("NDA")
This NDA, effective as of the last date signed by a Party(the"Effective Date"), is among AT&T Services,
Inc., a Delaware corporation, on behalf of itself and its Affiliates (collectively "AT&T"), Tax Recovery
Services, a Washington corporation ("Tax Recovery Services"),and City of Spokane Valley, a Washington
corporation("City of Spokane Valley").
Preliminary Statement
In connection with discussions or negotiations between or among the Parties regarding the discussion and
review of New Cingular Wireless' Spokane Valley, WA, Utility Tax for the period 1/1/12 to 7/31/16 (the
"Project"),a Party may find it beneficial to disclose to another Party or Parties certain information, including
confidential,proprietary or trade secret information. Accordingly,the Parties agree:
Definitions
"Affiliate"means a business association that has legal capacity to contract on its own behalf,to sue in its own
name,and to be sued,if and only if either(a)such business association owns,directly or indirectly,a majority
interest in AT&T (its "parent company"), (b) a thirty percent (30%) or greater interest in such business
association is owned, either directly or indirectly, by AT&T or its parent company, or (c) such business
association is a certain rural local telephone company that is a party to that certain Joint Operating Agreement
dated as of September 28,2000,pursuant to which AT&T Mobility LLC and such telephone company jointly
conduct their respective wireless operations within MTA 006.
"Customer/Personal Information" means information (i) relating to any AT&T customer, including
customer name, address, and phone number, authentication credentials, intemet activities, history, and/or
patterns of use, information concerning accounts,network performance and usage information,web browsing
and wireless application information, location information, and any other information associated with a
customer or persons in the household of a customer, and any information available to AT&T and/or its
suppliers(and, for the avoidance of doubt,Tax Recovery Services and City of Spokane Valley)by virtue of
AT&T's relationship with a customer as a provider of mobile and non-mobile communications,Internet,data,
information or other services, including the quantity, technical configuration, location, type, destination,
amount of use of such services subscribed to, and information contained on the telephone bills of an AT&T
customer pertaining to telephone exchange service,telephone toll service or other services received by such
customer;and(ii)of a personal nature relating to any AT&T customer or employee,including credit card and
credit-related information,health or financial information,and authentication credentials..
"Disclosine Party"means the Party disclosing confidential information to a Receiving Party.
"include"(all forms)means include without limitation by virtue of enumeration.
"Information" of a Party means all of its confidential, proprietary or trade secret information including
discoveries, ideas, concepts, know-how, techniques, processes, procedures, designs, specifications, strategic
information, proposals, requests for proposals, proposed products, drawings, blueprints, tracings, diagrams,
models, samples,flow charts,data,computer programs,marketing plans,operations, infrastructure,networks,
systems, facilities, products, rates, regulatory compliance, competitors, and other technical, financial or
Proprietary and Confidential
This NDA and the information contained herein is not for use or disclosure outside of AT&T Services,Inc.,its Affiliates,
and third party representatives,and the other Parties to this NDA,except under written agreement by AT&T and such
other Parties.
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business information(including, in the case of AT&T,Customer/Personal Information),whether disclosed in
writing, orally, or visually, in tangible or intangible form, including in electronic mail or by other electronic
communication.
"Mark"means for a Disclosing Party to set forth a notice, legend,or other writing designating Information as
confidential or proprietary,and"Markings"means such notices,legends,or other writings.
"Party" means each of AT&T, Tax Recovery Services, and City of Spokane Valley, and "Parties" means
AT&T,Tax Recovery Services,and City of Spokane Valley,collectively.
"Receiving Party"means a Party receiving confidential information of a Disclosing Party.
1. (a) Marking of Information. Information of a Disclosing Party shall be deemed to be confidential or
proprietary only if it is Marked or otherwise identified by the Disclosing Party as being confidential or
proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an
answering machine, voice mail box or similar medium), the Disclosing Party shall designate it as
confidential or proprietary at the time of such disclosure. Notwithstanding the foregoing, a Disclosing
Party shall not have any such obligation to so Mark or identify, or to so designate, Information that the
Disclosing Party discloses to, or is otherwise obtained by, the Receiving Party's employees, contractors,
or representatives(i)who are located on the Disclosing Party's premises; (ii)who access the Disclosing
Party's systems; or(iii) who otherwise obtain AT&T Customer/Personal Information in connection with
this Agreement; any such Information so disclosed or obtained shall automatically be deemed to be
confidential and proprietary.Additionally,the failure to Mark, identify, or designate information will not
serve to waive the confidentiality thereof where it is reasonably obvious, under the circumstances
surrounding disclosure, that the Information is confidential or proprietary; any such Information so
disclosed or obtained shall automatically be deemed to be confidential and proprietary.
(b) Disclosure prior to Effective Date. Information provided by a Party to another Party prior to the
Effective Date of this NDA in connection with the Project shall be subject to the terms of this NDA.
2. (a) Disclosure not a commitment Each Party understands that, except as Parties otherwise agree in
writing,the Information which it may receive concerning either of the other Parties' plans for the Project
is tentative and is not intended to represent a decision or commitment by any Party concerning such plans.
information provided to any Party does not represent a commitment by any other Party to purchase or
otherwise acquire any product or service from any other Party or to enter into any transaction or business
relationship,or to induce any other Party to spend funds or utilize resources. If a Party desires to purchase
or otherwise acquire any product or service from another Party, such Parties will negotiate and upon
agreement execute a separate written contract to govern such transaction.
(b)No development work. No development,enhancement,or modification shall be requested,performed
or paid for under this NDA. Any development, enhancement and modification activities shall be
negotiated and performed under a separate written agreement between or among the applicable Parties.
3. Receiving Party's duty to protect Disclosing Party's Information. The Receiving Party shall:
a. hold such Information in confidence with the same degree of care with which the Receiving Party
protects its own confidential or proprietary Information,but no less than reasonably prudent care;
b. restrict disclosure of the Information solely to its employees,contractors and agents with a need to
know such Information,advise such persons of their obligations hereunder as to such Information,
Proprietary and Confidential
This NDA and the information contained herein is not for use or disclosure outside of AT&T Services,Inc.,its Affiliates,
and third party representatives,and the other Parties to this NDA,except under written agreement by AT&T and such
other Parties.
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and ensure that such persons are bound by obligations of confidentiality no less stringent than those
imposed in this NDA;
c. use the Information only as needed for purposes of the Project;
d. except for purposes of the Project, not copy, distribute, or otherwise use such Information or
knowingly allow anyone else to copy, distribute, or otherwise use such Information; and ensure
that any copy bears the same Markings,if any,as the original;
e. upon the Disclosing Party's request, excepting the final audit documents and supporting papers
(which shall remain subject to the terms of this NDA notwithstanding the termination or expiration
of this NDA for so long as any AT&T Information contained therein remains in the possession of
Tax Recovery Services or The City of Spokane Valley), promptly return or destroy all or any
requested portion of the Information, including tangible and electronic copies, notes thereon,
summaries thereof,extracts therefrom,mail or other communications relating thereto,and certify in
writing within fifteen(15)business days to the Disclosing Party that all such Information has been
returned or destroyed;and
f. not identify the Disclosing Party, its Affiliates or any other owner of Information in any
advertising, sales material, press release, public disclosure or publicity without prior written
authorization of the Disclosing Party.
g. Notwithstanding the above,The City of Spokane Valley is subject to the Washington State Public
Records Act, and will comply with its requirements as needed; provided, however, that to the
extent that The City of Spokane Valley is granted discretion to withhold information that is
considered confidential or proprietary under the Washington State Public Records Act,The City of
Spokane Valley will withhold any AT&T Information unless AT&T consents to the disclosure of
such Information.
4. Special protections for AT&T Customer/Personal Information. If Tax Recovery Services or City of
Spokane Valley receives Customer/Personal Information(or any other Information that AT&T designates
as requiring special protection)such Party shall:
a. for such Information in tangible form:
1) keep it at all times(a) under the direct supervision of such Party's authorized personnel,or(b)
physically secured(e.g.,in a locked desk or file cabinet,or other securable storage);
2) ensure that when a person authorized to receive or access such information is traveling, he or
she does not check baggage containing such Information or put such baggage in a public
holding facility or baggage storage;
3) ensure that no person authorized to receive or access such Information views or keeps such
Information in areas where it can be seen by unauthorized persons;
4) ensure that any copy bears the same Marking as the original;and
5) when destroying such Information,cross shred it.
b. for such AT&T information in electronic form:
I) keep it at all times(a)under the direct supervision of such Party's authorized personnel,or(b)
secured(e.g.,by requiring the use of a log-in password to access such Information and keeping
the hardware on which it is stored in a locked office,desk or filing cabinet);
2) ensure that when a person authorized to receive or access such Information is traveling,he or
she does not (a) check baggage containing devices with (or capable of accessing) such
Proprietary and Confidential
This NDA and the information contained herein is not for use or disclosure outside of AT&T Services,Inc.,its Affiliates,
and third party representatives,and the other Parties to this NDA,except under written agreement by AT&T and such
other Parties.
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Information, or (b) put devices containing (or capable of accessing) such. Information in a
public holding facility or baggage storage;
3) ensure that no person authorized to receive or access such Information views such Information
where it can be seen or accessed by unauthorized persons;
4) when transmitting such Information, encrypt it, where practicable, using the strongest
commercially available(but no less than 256-bit)encryption;and
5) when it is no longer needed, in addition to the requirements of Section 3.e., destroy it by
rendering it irretrievable or securely store it using a method approved by AT&T.
c. notify AT&T immediately if any Information is lost,stolen,or otherwise disclosed to any person
not authorized to have access to such Information under this NDA.
5. Exceptions to non-disclosure obligation. Except for Customer/Personal Information,the Receiving Party
shall have no obligation to preserve the confidential or proprietary nature of any Information which:
a. at the time of disclosure was already known to the Receiving Party free of any obligation to keep
it confidential (as evidenced by the Receiving Party's written records prepared prior to such
disclosure);
b. is or becomes publicly known through no wrongful act of the Receiving Party(such obligations
ceasing at the time such Information so becomes publicly known);
c. is lawfully received from a third party free of any obligation to keep it confidential;
d. is independently developed by the Receiving Party or a third party as evidenced by the Receiving
Party's written records,without any direct or indirect use of or access to the Information received
from the Disclosing Party;or
e. the Disclosing Party consents in writing to be free of restriction.
6. Compelled disclosure_. If the Receiving Party is required to produce Information of a Disclosing Party to
any court or government agency pursuant to a written court order, subpoena, regulatory demand or
process of law,the Receiving Party must first provide the Disclosing Party with prompt written notice of
such requirement and reasonably cooperate with the Disclosing Party should the Disclosing Party seek
protective arrangements for the production of such Information. The Receiving Party will (i) take
reasonable steps to limit any such production of Information to the specific Information required by such
court or agency, and(ii)continue to otherwise protect all Information produced in response to such order,
subpoena, regulation or process of law. Except for such required production, such Information shall
remain subject to the terms of this NDA and may only be disclosed as set forth in Sections 3 or 5.
7. Term. The term of this NDA is three (3)years from the Effective Date, Thereafter, or in the event of
termination of this NDA prior to such three (3) year term, the Receiving Party's obligations as to any
particular Information of the Disclosing Party shall remain in effect until such time as it qualifies under
one of the exceptions set forth in Section 5. Notwithstanding anything to the contrary herein,
Customer/Personal Information shall remain confidential indefinitely and neither Tax Recovery Services
nor City of Spokane Valley shall ever disclose or use it without the prior written approval of an authorized
representative of AT&T.
8. No grant of license. Information remains at all times the property of the Disclosing Party, which shall
retain exclusive rights to such Information. Nothing contained in this NDA shall be construed as granting
to or conferring on the Receiving Party any patent,copyright,trademark,trade secret or other proprietary
Proprietary and Confidential
This NDA and the information contained herein is not for use or disclosure outside of AT&T Services,Inc.,its Affiliates,
and third party representatives,and the other Parties to this NDA,except under written agreement by AT&T and such
other Parties.
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rights by license or otherwise in any Information, except for the sole right to use such Information in
connection with the Project in accordance with the terms of this NDA.
9. )3inding nature. This NDA shall be binding upon the Parties and their respective Affiliates, successors
and assigns.
10. No representations or warranties. NOTWITHSTANDING ANYTHING IN THIS NDA TO THE
CONTRARY,THE DISCLOSING PARTY MAKES NO REPRESENTATIONS OR WARRANTIES OF
ANY NATURE WHATSOEVER AS TO ANY INFORMATION FURNISHED, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. Material breach; return of Information; remedies. Any disclosure of any Information received from the
Disclosing Party,except as provided in Sections 3,5,or 6,shall be deemed a material breach of this NDA.
In the event of such breach,the Disclosing Party may demand prompt return of all Information previously
provided to the Receiving Party and terminate this NDA. The provisions of this Section are in addition to
any other legal rights or remedies the Disclosing Party may have at law or in equity.
12. Amendments;waivers. This NDA may only be changed by a written amendment signed by an authorized
representative of each Party. No forbearance,failure or delay by a Party in exercising any right,power or
privilege is a waiver thereof, nor does any single or partial exercise thereof preclude any other or future
exercise thereof,or the exercise of any other right,power or privilege.
13. Severability. To the extent any provision of this NDA is held invalid or unenforceable at law, such
provision will be deemed stricken and the remainder of this NDA will continue in effect and be valid and
enforceable to the fullest extent permitted by law.
14. (a) Governing law. This NDA shall be governed by and construed in accordance with the laws of the
State of Washington,irrespective of its choice of law principles.
(b) Compliance with law(including export controls). Each Party shall comply with all applicable laws;
without limiting the foregoing, the Receiving Party shall not use, transfer, transmit, export, directly or
indirectly, any product or any Information of the Disclosing Party except in compliance with the export
control laws and regulations of the U.S.A. or the laws of any other country governing such activities. If
the Receiving Party does not comply with the covenant set forth in the preceding sentence,the Receiving
Party shall defend, indemnify and hold harmless the Disclosing Party from and against any claim, loss,
liability,expense or damage, including fines or legal fees, incurred by the Disclosing Party,arising out of
or in connection with such non-compliance. Notwithstanding any other provision of this NDA, this
Section shall survive any termination or expiration of this NDA.
15. Miscellaneous. (a) Section headings are solely for purposes of the reader's convenience and shall not
affect the interpretation or enforcement of this NDA. (b)Original signatures transmitted and received via
facsimile or other electronic transmission of a scanned document(e.g. .pdf or similar format)are true and
valid signatures for all purposes hereunder and shall bind the Parties to the same extent as those of original
signatures on original documents.(c)This NDA may be executed in multiple counterparts,each of which
shall be deemed to constitute an original but all of which together shall constitute only one document.
(Signature Page to Follow)
Proprietary and Confidential
This NDA and the information contained herein is not for use or disclosure outside of AT&T Services,Inc.,its Affiliates,
and third party representatives,and the other Parties to this NDA,except under written agreement by AT&T and such
other Parties.
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Each Party has caused this NDA to be executed by its duly authorized representative.
AT&T Services,Inc. Tax Recovery Services
By: By: 1t ,
Printed Name:Jerry Arismendez Printed Name: 1\1\.,
Title: Sr. Sourcing Manager Title: Ye . roc
Date Signed: October 7.2016 Date Signed: \-=' I\-\
City of Spokane Valley
By: )ii(d0fA/eitert--
Print
Name: Aat--1( L Lu f[QL/h
Title: ACEI i c`-t
Date Signed: 10/(371