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INSURANCE. I,:7 REQUIRED
<br />V4'i ?K ,!qA / PROCEED
<br />n nrr.. CLERK OF COUNCIL
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<br />•• tyler
<br />• technologies
<br />CONFIDENTIALITY & NON -DISCLOSURE AGREEMENT
<br />N-2020-062
<br />This Confidentiality & Non -Disclosure Agreement ("Agreement") is made this 13th day of February, 2020,
<br />N between Tyler Technologies, Inc., with offices at 1 Tyler Drive, Yarmouth, Maine 04096 ('Tyler'), and the City of
<br />N Santa Ana, California, with offices at 20 Civic Center Plaza, Santa Ana, California 92701(the "City"), with Tyler and
<br />co the City also being referred to individually herein as a "Party," and collectively as the "Parties."
<br />c.:
<br />WHEREAS, Tyler may disclose Confidential Information, as hereinafter defined, to the City; and
<br />WHEREAS, the Parties may continue to exchange Confidential Information; and
<br />WHEREAS, each Party desires to protect its Confidential Information;
<br />NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth herein
<br />and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
<br />Parties agree as follows:
<br />Confidential Information. As used in this Agreement, "Confidential Information" means all Information of the
<br />Parties, in whatever form transmitted, that:
<br />A. is not generally known to the public, whether of a technical, business or other nature including, without
<br />limitation any and all intellectual property rights either Party holds in and to its software, services and/or
<br />documentation, including patents, copyrights, and trademarks and trade secrets;
<br />B. is disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Parry") or that is
<br />otherwise learned by the Receiving Party in the course of its discussions or business dealings with, or due
<br />to its physical or electronic access to the premises or property of, the Disclosing Party; and/or
<br />C. has been identified as being proprietary and/or confidential, or that would reasonably be deemed to be
<br />proprietary and/or confidential based upon the nature of the circumstances surrounding its disclosure or
<br />receipt.
<br />II. Exceptions. "Confidential Information" does not Include information which
<br />A. becomes generally available to the public other than as a result of a disclosure by the Receiving Party;
<br />B. was available to the Receiving Party on a non -confidential basis prior to its receipt by the Receiving Party;
<br />C. becomes available to the Receiving Party on a non -confidential basis from a source other than the
<br />Disclosing Party, its representatives or its agents, provided that such source is not bound by a
<br />confidentiality agreement with the Disclosing Party, its representatives or its agents or otherwise is
<br />prohibited from transmitting the information to the Receiving Party by a contractual, legal or fiduciary
<br />obligation; or
<br />D. was independently developed by the Receiving Party without access to or the benefit of the Confidential
<br />Information.
<br />III. Use of Confidential Information. The Receiving Party, except as expressly provided in this Agreement, will not
<br />disclose Confidential Information to anyone without the Disclosing Parry's prior written consent. In addition,
<br />the Receiving Party will not use, or permit others to use, Confidential Information for any purpose other than
<br />for the limited purpose or purposes for which the disclosure of the Confidential Information is originally made.
<br />•:. tyler
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