ORANGE, COUNTY OF - 2008 - Laserfiche WebLink

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NONDISCLOSURE AGREEMENT NONDISCLOSURE AGREEMENT BETWEEN PACIFIC BELL TELEPHONE COMPANY dba SBC CALIFORNIA, AND THE COUNTY OF ORANGE. CALIFORNIA THIS AGREEMENT, effective this 26th dey of June, 2008, iEffecljve Date") is between PACIFIC BEll TELEPHONE COMPANY dba SBC CALIFORNIA, a Califomia corporation (hereinafter "SBC Califomia"), County of Orange (hensinafler "Customer") and NTI Group, Inc. (hereinafter "Subcontractor"). 1. Customer has requested Neighborhood Call service from SBC California under SBC California's Tariff. CAl.P.U.C. NO. A9.2.6 and agrMS to comply with all provisions of SBC Califomia's Tariff, CAl.P.U.C. NO. A9.2.6. 2. Customer has identified Subcontractor as its agent for obtaining Neighborhood Call subscriber Information from SBC Califomia for provision of community alerts end notifications to citizens as defined in Califomia Public UtiI"ies Commission Code Sections 2872 and 2891.1 and as allowed in sac California's Tariff, CAL.P.U.C. NO. A9.2.6. In the event Customer elects to no longer use Subcontractor for obtaining Neighborhood Call subSCriber information, Customer shall provide sac California written notice of such change 30 days in edvance of Subcontractor's agency status being terminated by Customer. 3. Subcontractor certifies that" has reviewed the terms and conditions of the sac Califomia Tariff, CAl. P.U.C. NO. A9.2.6 for Neighborhood Call and specifically A9.2.6a.2.b which stipulates in part: "The Neighborhood Call detabase information provided to Customer pursuant to this tariff is confidential and proprietary and such Information will be heid in confidence and only used and disclosed to Customer's empioyees or M subcontractors and agents with a need to know for purposes of providing a community alert and notifications to citizens as defined in Califomia Public Utilities Code Sections 2672 and 2891.1. Customer agrees that each of its employees, subcontractors or egents receiving or havin9 access to the Neighborhood Call database information will be informed that such information is subject to the terms and conditions of this tariff and the Neighborhood Call database information will remain the proparty of Pacific; thet the Neighborhood Call database information will be treated with the same degree of care as Customer affords to its own highly confidential and proprietary information; and that the Neighborhood Call database information will not be reproduced in any manner, unle.. otherwise spaciflcslly authorized in writin9 by Pacific. Upon request, Customer will promptly retum to Pacific all Neighborhood Call detabase information in a tangible form or certify to Pacific that such information has been destroyed." 4. Subcontractor a9rees to comply with each of the obligations contained in sac Califomia's Tariff, CAl. P.U.C. NO. A9.2.8.a.2.b for Neighborhood Call Tariff. Notwithatanding the preceding sentence, Subcontractor agrees that no Neighborhood Call subSCriber information will shared with any non-employee of Subcontractor, whether it be a subcontractor or agent, without the written authorization of Customer and the execution of a Nondisclosure Agreement ~h sac Califomia. 5. This Nondisclosure Agreement shall be in effect from the Effactive Date until such time that Customer terminates "s request for Neighborhood Call service from SBC Califomia or Customer e1acts to no longer use Subcontractor for obtaining Neighborhood Call subscriber informetion. Subcontractor's duty to keep the Neighborhood Call subscriber information confidential shall continue beyond the term of this Nondisclosure Agreement until such time that Subcontractor retums to sac Callfomia all Neighborhood Call subSCriber information In a tangible form or certifies to sac California that such information has been destroyed. 6. Nothing contained in this Nondisclosure Agreement shall be construed as granting or conferring any rights by license or otherwise in any Information. 7. This Nondisclosure Agreement shall benefit and be binding upon the parties hereto and their respective subsidiaries, affiliates, successors and assigns. 8. This Nondisclosure Agreement shall be govemed by and construed in eccordance with the laws of the State of Califomia, irrespective of its choice of laws principles. [SIGNATURE PAGE FOllOWS]