22-068.00 Central Square Technologies: Financial Mgmt Software Selection Demo NDA DocuSign Envelope ID:D96AFDD8-0993-4E9E-9E91-AD5DDEFB329D 22 (',6
Mutual Non-Disclosure Agreement ��j CENTRALSQUARE
THIS MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT Information to any court,tribunal,or other authority,the Recipient shall disclose only
("Agreement") is entered into on March 25, 2022 ("Effective Date") by and between the minimum part necessary to comply with the request.
CentralSquare Technologies,LLC("CentralSquare"),a Delaware limited liability company 5. Exceptions to Obligations.This Agreement imposes no obligation upon Recipient
with a principal place of business at 1000 Business Center Drive,Lake Mary,FL 32746, with respect to Disclosed Information which(a)the Recipient can demonstrate was
and City of Spokane Valley("City"),a Washington municipal agency with a principal place lawfully in its possession without obligation of confidentiality;(b)is publicly available
of business at 11707 E.Sprague Ave.,Suite 106,Spokane Valley,WA 99206,individually when received or becomes available through no fault of the Recipient; or, (c)is
referred to as a"Party"and collectively referred to as the"Parties",agree that: demonstrated to be independently developed by the Recipient without use of the
1. Definitions: Disclosed Information or breach of this Agreement.
1.1. "Confidential Information" means information furnished by the Discloser, whether 6. Return of Materials.Upon request of the Discloser,or upon termination or expiration
orally, in writing, electronically, in other tangible form or format or through or by of this Agreement, the Recipient shall either return to the Discloser or destroy all
observation,and identified as confidential or proprietary or otherwise disclosed in a Disclosed Information,together with all copies of the same,and shall certify to the return
manner such that a reasonable person would understand its confidential nature. or destruction of all tangible Disclosed Information and references thereto and the
Confidential Information may include, but is not limited to: (i) information that is destruction of any references thereto on magnetic or other intangible media.The return
related to products, product plans, services, service plans, drawings, computer to the Discloser or destruction of such Disclosed Information shall not relieve the
programs,inventions(whether patentable or not),concepts,designs,formulas,data. Recipient of any obligation of confidentiality contained herein.
schematics, customer and supplier lists, price lists, models, works-in-progress, 7. Unauthorized Use.Recipient shall promptly notify Discloser in writing if Recipient
methods of manufacture,technical information,know-how,improvements and Trade learns of any unauthorized use or disclosure of Disclosed Information and shall
Secrets;(ii)all information relating to the Discloser or the business,business plans, promptly take all reasonable steps to regain possession of the Disclosed Information
markets, financials and financial information, operations, strategies, sales or and prevent further unauthorized use of same.
identities of key personnel;and(iii)any information about or concerning any third 8. Term and Termination.This Agreement shall remain in effect until it is terminated
party (which information was provided to the Discloser subject to an applicable by either Party with thirty (30) days'prior written notice. Neither termination nor
confidentiality obligation to such third party)in each case disclosed or furnished by expiration of this Agreement shall affect the obligations of the Parties set for in
or on behalf of the Discloser before, on or after the date hereof, whether or not Section 3 of this Agreement.
marked or designated as confidential or proprietary. 9. Warranty. EACH DISCLOSER WARRANTS THAT IT HAS THE RIGHT TO
1.2. "Disclosed Information" means all Confidential Information and Trade Secrets DISCLOSE ITS DISCLOSED INFORMATION AND TRADE SECRETS.NO OTHER
furnished under this Agreement. WARRANTIES ARE MADE AND NO RESPONSIBILITY OR LIABILITY IS OR
1.3. "Records"or"records"means and includes writings,spreadsheets,presentations, WILL BE ACCEPTED BY EITHER PARTY IN RELATION TO THE ACCURACY OR
web pages, emails, voicemails, drawings, graphs, charts, photographs, sound COMPLETENESS OF THE DISCLOSED INFORMATION. ALL DISCLOSED
recordings, optical or magnetic disks and data compilations in whatever form INFORMATION IS PROVIDED"AS IS".
recorded or stored from which information can be obtained and/or translated, if 10. No Obligation. This Agreement imposes no obligation on a Party to exchange
necessary,into reasonably usable form,and any reproductions thereof. Disclosed Information or to enter into any further agreement or transaction.
1.4. "Trade Secret(sr means (a) any information that has either actual or potential 11. Export Compliance.A Recipient will adhere to all applicable laws and regulations
independent economic value by virtue of not being generally known,(b)has value to of the U.S.Export Administration and will not export or re-export any technical data
others who cannot legitimately obtain the information, and (c) is subject to or products received from a Discloser,or the direct product of such technical data,to
reasonable efforts to maintain secrecy. any proscribed country listed in the U.S.Export Administration regulations,or foreign
2. Purpose.The Party receiving Disclosed Information("Recipient")from the other national thereof,unless properly authorized by the U.S.Government.
Party disclosing Disclosed Information ("Discloser") will use the Disclosed 12. Intellectual Property.No Party acquires any intellectual property rights under this
Information solely for the purpose of evaluating a possible mutually-agreeable Agreement.
financial or other business arrangement with or regarding the other Party related to 13. Injunctive Relief. All Parties acknowledge that money damages will be both
an audio and/or video recorded demonstration of the CentralSquare Finance Enterprise incalculable and an insufficient remedy for a breach of this Agreement by a party.
product in connection with CentralSquare's proposal response to the City's Request for Accordingly,the Parties agree that in the event of breach,the non-breaching party
Proposals(RFP)for an Enterprise Resource Planning(ERP)Software Solution and shall be entitled to seek equitable relief,including,without limitation,injunctive relief
Professional Services("Purpose"),such arrangement to be governed by a separate, performance. If ors specific
subsequent agreement. Recipient shall not use or exploit Discloser's Disclosed p any party elects to seek injunctive relief,such election
Information for its own benefit or for the benefit of another except for the Purpose, shall not preclude the non-breaching party from pursuing other legal remedies at law.
without the prior written consent of Discloser,which consent maybe withheld for any or Regarding choice of forum,the Parties agree that equitable relief may be sought in
for no reason. any court of competent jurisdiction for the sake of expediency.
3. Mutual Obligation of Confidentiality and Non-Disclosure.For a period of five(5) 14. Enforcement.The obligations imposed by this Agreement with respect to Disclosed
years following the disclosure of Confidential Information and for an indefinite period Information may be enforced by the Discloser against any and all Recipients.
of time following the disclosure of Trade Secrets, the Recipient shall: (i) hold all 15. Choice of Law.This Agreement is made under,and will be construed according to,
Disclosed Information in strict confidence and use such information only for the the laws of the State of Florida.
Purpose;(ii)use the same degree of care,but no less than a reasonable degree of 16. Severability.If any portion of this Agreement is found to be invalid or unenforceable
care,as the Recipient uses with respect to its own similar information to protect the in whole or in part, the Parties agree that such provision shall be reformed and
Disclosed Information; (iii) prevent (a) any use of Disclosed Information not construed to the maximum extent enforceable,and that the remaining provisions
authorized in this Agreement, (b)communication of Disclosed Information to any shall remain valid and enforceable to the maximum extent compatible with law.
third party without Discloser's prior written authorization, or (c) publication of 17. Consent.This Agreement does not create any agency or partnership relationship.
Disclosed Information; (iv)disclose the Disclosed Information only to its officers, This Agreement will not be assignable or transferable without the prior written
directors,or employees who have a legitimate business need-to-know the Disclosed consent of the other Party.All additions or modifications to this Agreement must be
Information to accomplish the Purpose; (v) not reverse engineer, de-compile or made in writing and must be signed by all Parties.Each Party agrees that electronic
disassemble any Confidential Information(vi)not use Disclosed Information in any signatures (such as via DocuSign) will have the same legal effect as original
respect to compete with Discloser; and (vii) acknowledge that the Disclosed signatures and may be used as evidence of execution.
Information is and will at all times remain the exclusive property of the Discloser. 18. Headings. The headings of the several divisions of this Agreement are for
4. Compelled Disclosure. If the Recipient is requested or required to disclose any convenience only and shall not be construed to be a part of this Agreement.
Disclosed Information, it will provide the Discloser with prompt notice to allow
Discloser to resist or seek a protective order, if permissible. In the absence of a
protective order or waiver, if the Recipient is compelled to disclose Disclosed
CITY OF SPOKANE VALLEY,WA CENTRALSQUARE TECHNOLOGIES, LLC
// NIA.
by:
baktx
By: !'/� By: ( 1/tlut ,b
001DD5AC1CO24D5
Name: i 1\ 11 1A31"1Cm(l.A to Name: Billie Jo Belcher
Title: (m• l i\i lm\Aslfl�ith:tr Title:Assistant General Counsel
j 4/8/2022
Date: y 7- 2 L Date:
Confidential Page I of 1 MNDA Rev.I2/2020