16-144.00 Verizon/TRS: Non-Disclosure Agreement Verizon Wireless(YAW)LLC
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NON-DISCLOSURE AGREEMENT
September 29,2016
Verizon Wireless(VAW) LLC (herein"VAW"), the City of Spokane Valley (City) and
Tax Recovery Services,LLC("Auditor")agree as follows:
1. In connection with the provision of material and/or services to the Auditor by
VAW,the City and VAW may find it beneficial for VAW to disclose to the Auditor
and/or the City sales,purchasing,and related tax data or other documentation or business
information(herein"information")which VAW considers proprietary.
2. Unless VAW acknowledges to the contrary,all information obtained
by the Auditor and/or the City hereunder will be presumed to be confidential and
proprietary and will be so treated by the Auditor and/or the City.
The restrictions outlined in this agreement do not apply to Confidential Information which:
a. Is,or later becomes,publicly known through no breach of this agreement by
Recipient(s)or their agents,employees or third parties;or
b. Was received by Recipient from a third party not subject to this agreement;or
c. Was already in Recipient's possession prior to receiving it from Verizon;or `
d. Was independently developed by Recipient(s)without the developer(s)having
access to Confidential Information received from Verizon;or
e. May be required by law to be released. Any release by the City of any
Confidential Information as required by law shall not be considered as a
violation of this Agreement
3. With respect to information provided under this agreement,the Auditor and City shall
(except as required or specifically allowed by law):
(a)hold the information in confidence,
(b)restrict disclosure of the information solely for the purpose of the audit and not
disclose it to any other parties,
(c)use the information only for the purposes hereunder,except as may otherwise
be mutually agreed upon in writing.
4. Any information disclosed by VAW to the Auditor and/or the City which VAW holds
subject to an obligation of confidence to any third party,shall be subject to the same level
of protection as VAW confidential information.
5. To the extent allowed by the Washington State Public Records Act,Ch.42.56 RCW,the
information shall be deemed the property of VAW and the Auditor and/or the City will
return all infonnation in tangible form to VAW or destroy all such information excepting
the final audit papers and necessary supporting documents for the audit results.In the
event that any information is requested under the Public Records Act,the City will first
provide VAW prompt written notice of such,so that VAW may take any protective steps
they deem appropriate regarding the request.In such an event,the City will continue to
protect all information covered by this agreement as required under this agreement to the
extent allowable by law.
6. Upon discovery of any disclosure by the City,Auditor,their agents,or their employees of
VAW confidential information,the Auditor will notify VAW and,at its own expense,
take all steps necessary to prevent further disclosure of confidential information in
violation of this agreement.
7. Nothing contained in this agreement shall be construed as granting or conferring any
rights by license or otherwise in any information disclosed to the Auditor.
8. This agreement shall benefit and be binding upon the parties hereto and their
respective successors and assigns.
9. This agreement shall become effective on the date written above and shall continue
until terminated in writing by either party. The obligation to protect the
confidentiality of the information received prior to such termination shall survive the
termination of the agreement.
10.This agreement constitutes the entire agreement between the parties and supersedes
any prior or contemporaneous oral or written representations with regard to the
subject matter hereof. This agreement may not be modified except by a written
amendment signed by both parties.
Verizon Wireless(VAW)LLC Tax Recovery Service§,,LLC--
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(Name) Philip Gerber (Name) Michael J. Crisp
(Title)Associate Director-Transaction Taxes (Title)President.Tax Recovery Services
(Date Signed) (Date Signed) ` \• �-'�t k:
City of Ssa Valley
(sig) n
(Name) Mark Cal h curt
(Title) Acti C.14 /�6DIVlA ('
(Date Signed) to/4/Io
5. To the extent allowed by the Washington State Public Records Act,Ch.42.56 RCW,the
information shall be deemed the property of VAW and the Auditor and/or the City will
return all information in tangible form to VAW or destroy all such information excepting
the final audit papers and necessary supporting documents for the audit results,In the
event that any information is requested under the Public Records Act,the City will first
provide YAW prontpt written notice of such,so that VAW may take any protective steps
they deem appropriate regarding the request.In such an event,the City will continue to
protect all information covered by this agreement as required under this agreement to the
extent allowable by law.
6. Upon discovery of any disclosure by the City,Auditor,their agents,or their employees of
YAW confidential information,the Auditor will notify VAW and,at its own expense,
take all steps necessary to prevent further disclosure of confidential information in
violation of this agreement.
7. Nothing contained in this agreement Shall be construed as granting or conferring any
rights by license or otherwise in any information disclosed to the Auditor.
8. This agreement shall beuefit and be binding upon the parties hereto and their
respective successors and assigns.
9. This agreement shall become effective on the date written above and shall continue
until terminated in writing by either party. The obligation to protect the
confidentiality of the information received prior to such termination shall survive the
termination of the agreement.
10.This agreement constitutes the entire agreement between the parties and supersedes
any prior or contemporaneous oral or written representations with regard to the
subject matter hereof. This agreement may not be modified except by a written
amendment signed by both parties.
Verizon Wireless(VAW)LLC Tax Recovery,Service9,LW-
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(Name) Gerber (Name) Michael a.Crisp
(Title)A,ssociateDirectQj-T paetion Tiixes (Title).President.Tax Recovery Services
(Date Signed) I f. I (Date Signed) `1.„ )
City of Spokane Valley
(sig) LI 444 CJiii.6v,„
(Name)Ma K Q117.(.64.415
(Title) /.k.: ite Ma,matar
(Date Signed) kb (,
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