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Home My WebLink AboutPACIFIC BELL TELEPHONE CO. (AT&T) -2011? , ,... ?,. •n. I a -w /? ?a ? ??? i : "? N-2011-112 9 ?9 - l_ovra gb,eedy -(wYFRGS NONDISCLOSURE AND PROTECTIVE AGREEMENT THIS NONDISCLOSURE AND PROTECTIVE AGREEMENT ("Agreement"), effective when executed by the parties, is made by and among Pacific Bell Telephone Co. ("ATBtT"), with an address for purposes of this Agreement of 1 O1 O N. St. Mary's, Rm 9- 023, San Antonio, TX 78215, the City of Santa Ana, California, with an address for the purpose of this Agreement of 20 Civic Center Plaza, Santa Ana, CA 92701, and Communications Support Group, Inc, with an address for the purposes of this Agreement of 1255 Somerset Ln, Newport Beach, CA 92660], and its subcontractor White Nelson Diehl Evans LLP, with an address of 5 Corporate Park Suite 100, Irvine, CA 92605- 5165, (collectively, "Recipients") to protect the confidential or proprietary nature of information to be disclosed by ATBrT to Recipients, or either of them, pursuant to the audit of AT8?T, under the same parameters and subject to the same penalties with respect to disclosure of information deemed "confidential" as set forth in California Public Utilities Code Section 583 and other applicable provisions of California law. ACCORDINGLY, the parties hereto and their counsel agree that the following terms and conditions shall govern the use of Confidential Information provided to Recipients, or either of them, in accordance with any Request: "Confidential Information" as used herein means any and all information provided by ATB?T to Recipients pursuant to the audit of ATBzT, including any information that is in written, oral or other tangible or intangible form. Such information may include but is not limited to, ideas, concepts, know-how, models, diagrams, flowcharts, data, computer programs, marketing plans, business plans, customer names, customer account numbers, customer billing information, customer demographic information and other technical, financial, customer or business information, which is designated as "confidential" or "proprietary" by ATBcT in the belief that it contains a trade secret or other confidential research, development, customer, commercial or financial information. Documents containing Confidential Information and all copies thereof shall remain the property of AT8?T, and all copies thereof shall be returned to counsel for ATBzT at AT&cT's expense and/or destroyed as set forth herein below. 2. This Agreement governs all Confidential Information whether produced, revealed or disclosed to Recipients by AT&cT. 3. Recipients, and each of them, acknowledge, covenant and agree: a. All Confidential Information shall be and shall remain the exclusive property of the source; b. Confidential Information shall not be revealed or disclosed by Recipients without the prior consent of ATBcT and except as provided for in this Agreement; c. To receive in confidence any Confidential Information; to limit access to such Confidential Information to authorized agents and/or employees, as described in paragraph 4, who have a need to know the Confidential Information; and not to disclose such Confidential Information to others or authorize anyone else to disclose such Confidential Information to others without the prior written consent of AT&T; d. To inform the receiving party, in advance of any disclosure of Confidential Information, in non-confidential and non-proprietary terms, of the nature of the proposed disclosure, and to afford the receiving party the option of declining to receive the Confidential Information; e. All persons receiving access to Confidential Information shall treat it as confidential and shall not disclose it nor afford access to it to any other person not authorized by AT&T and this Agreement to obtain said Confidential Information; f. No copies shall be made of any Confidential Information, whether by Photostat, electronic, mechanical, database or other means, without the prior consent of AT&T; unless expressly stated otherwise, provision of materials to Recipients by AT&T audit managers for purposes of conducting the subject audit shall be deemed consent by AT&T for copying such material. g. To return promptly to AT&T at AT&T's expense, or, at AT&T's option, to destroy any and all copies of Confidential Information in written, graphic or other tangible form; notwithstanding this provision, Recipients shall be allowed to retain workpapers which are necessary to support any audit findings. Any Confidential Information retained in workpapers retained by recipients shall remain subject to the terms of this Agreement. h. The obligations with respect to Confidential Information shall extend for a period of not less than five (5) years following the date of initial disclosure of specific portion of Confidential Information except that Recipients may retain copies of such documents as required by professional standards, and such obligations shall extend beyond completion of the term of this Agreement; i. Neither disclosure of Confidential Information nor this Agreement shall be construed as a license to make, use or sell the Confidential Information or any products derived therefrom; and j. Neither the Confidential Information nor the act of disclosure shall constitute a grant of any license under any trademark, patent or copyright for the same, nor shall they constitute any representation, warranty, assurance or guarantee by ATBcT with respect to the infringement of any trademark, patent, copyright or any right of privacy, or of any third. persons. 4. Except as provided in this paragraph 4, persons receiving Confidential Information shall not disclose or divulge such information to any other person. With the prior consent of ATc4iT, Recipient(s) may disclose Confidential Information to an expert, agent, consultant or employee of Recipient(s) as necessary to assist Recipients(s) with regard to the subject audit. Prior to the disclosure of such Confidential Information to any such expert, agent, consultant or employee, Recipient(s) shall: (a) give ATBcT's counsel prior notice of the identity and affiliation of any such person; (b) require any such person to read and sign an agreement in the form of Appendix A which is attached hereto agreeing to abide by the terms of this Agreement; and (c) cause to be delivered to ATB?T's counsel a copy of such agreement. All persons receiving access to Confidential Information shall treat it as confidential and shall not disclose it nor afford access to it to any other person not authorized by this Agreement to obtain said information nor shall such information be used in any other manner or for any other purpose than provided in this Agreement. No copies shall be made of any Confidential Information or any part thereof without prior written consent of ATBcT. 5. These obligations do not apply to Confidential Information which, as shown by a preponderance of tangible proof: a. Was in Recipient's possession prior to receipt thereof from ATB?T; or b. Was received by Recipient in good faith from a third party not subject to a confidential obligation to AT8?T; or c. Now is or later becomes publicly known through no breach of confidential obligation by Recipients, or either of them, or their agents or employees, or any third party; or d. Was developed by Recipient(s) without the developing person(s) having access to Confidential Information received from AT&cT or is developed independently by Recipient(s) without any portion of the development having been based on the Confidential Information. 6. If Recipients, or either of them, wish to divulge or disclose any such Confidential Information in testimony, examination, exhibits or briefs in any legal or administrative proceeding, Recipients shall contact counsel for ATBLT at least three (3) business days prior to such use to determine the appropriate protections to be imposed in order to ensure the confidential and proprietary nature of the information against disclosure to any persons not bound by this Agreement. If Recipients, or either of them, are compelled to divulge or disclose any such Confidential Information in testimony, examination, exhibits or briefs in any legal or administrative proceeding, recipients shall contact counsel for ATB?T immediately upon notification of any requirement to disclose the confidential information. AT&T shall have the right to contest any such request at its own expense and will fully indemnify the city for any and all costs it may have in such a contest. In the event AT&T contests a request, the information shall be forwarded to Counsel for AT&T and they will be in possession and be considered the custodian of the records. For the purposes of this Agreement, "Counsel for AT&T" shall be: Lacey Stevenson 2535 East 40th Street Denver, CO 80205 7. This Agreement does not preclude AT&T from opposing the production of any Confidential Information or documents for lack of relevance or from objecting on any grounds to the use of such Confidential Information in any legal or administrative proceeding 8_ It is agreed that AT&T shall be entitled, in addition to any other rights it may have at law or in equity, to an injunction enjoining and restraining the violating party from doing or continuing to do any such act and any other violations or threatened violation of this Agreement. 9. Neither this Agreement nor provision of Confidential Information pursuant to it shall be construed as an agreement, commitment, promise or representation by AT&T to do business with Recipients, or either of them, or to do anything except as set out specifically in this Agreement. 10. This Agreement shall be construed in accordance with the laws of the State of California. 11. This Agreement is the entire agreement between the parties with respect to and understandings with respect to this subject. This Agreement may be amended nondisclosure of Confidential Information and supersedes all prior agreements only by written agreement executed by the parties. This Agreement shall not be assigned or transferred by Recipients, or either of them, without the prior written consent of AT&T. This Agreement shall be binding on agents, successors and permitted assigns of the parties. APPENDIX A AGREEMENT FOR ACCESS TO ATB?T's PROPRIETARY AND CONFIDENTIAL INFORMATION I, _ (Name) (Title) hereby acknowledge that I have received and read a copy of the Nondisclosure and Protective Agrcement ("Agreement") by and among AT&T California ("ATB?T"), and the City of Santa Ana, CA, Communications Support Group, Inc. and its subcontractor, White Nelson Diehl Evans LLP ("Recipients") regarding the production of Confidential Information as defined therein. I understand and agree to be bound by all the terms of said Agreement. I further state that neither I nor any firm with which I am affiliated will use any Confidential Information to which I obtain access pursuant to said Agreement in connection with the development of any marketing strategies or plans of any firm, person or entity and that I will use said Confidential Information exclusively for the purposes of the one-year review of calendar year 2009 video services revenues of AT&T California. DATED: .2011 Signature Public Agency or Company Business Address Business Telephone Wherefore the parties signed this Nondisclosure and Protective Agreement on the dates set forth below. CITY OF SANTA ANA, CA BY T?QI rn? ? ?_? ? 1 ? .? . ?? - Name: Paul M. Walters Title: Interim City Manager Date SEP 2 9 2011 COMMUNICATIONS SUPPORT GROUP, INC. sy Name Title Date WHITE NELSON DIEHL EVANS LLP By Name Title Date API?ROVEh AS I'O i;-Ulcrv? <- ?-? Laur ?_'------_-- Stitt Sheerly Assistant C;?y ,,,?_ ; FOR "ATBrT" By Name Title Date ATTEST: MARIA D. HUIZAR CLERK OF THE COUNCIL a? ?_ Q® `vv'A CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YVYV7 os-19-2012 THIS CERTI FICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRM ATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERIS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONALINSURED, the policylies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER WIAA INSURANCE SERVICES/PHS PHONE (877)905 0457 - "/c Np Ext: (666)467-&730 cA/c, Npl: 251467 P- (866)467-8730 F• (877)905-0457 ADDRESS: PO BOX 3 3 O 15 ? SAN ANTONIO TX 7 8 2 6 5 {?\ cusTOMER ID r: ? ? \ V INSU RER(51 AFFORDING COVERAGE NAIC M INSVRED INSURER A Hartford Ca SLlalt IRS CO ? INSURER B : Hartford Underwriters Ins co WHITE NELSON DIEHL EVANS LLP INSVRER C: 2875 MICHELLE STE 300 IRVINE CA 9 2 6 0 6 INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANV CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAV BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAV HAVE BEEN REDUCED BY PAID CLAIMS. LTq ? TYPE OF INSURANCE IIVSq ? WVU PO LICV NUMBER IMM/DDN VYYI IMM/DDN YY YI LIMITS GENERAL LIABILITY EACH OCCURRENCE ? 5 1, 0 0 0/ O O O ?I 3 O O 0 0 0 IABI LITV COMMERCIAL GENER A L L , PREMISES IEe o ca) 5 t ? ? ? i?l CLAIMS-MADE l i? l OCCUR MED EXP (Any one personl ? 5 1 O, O O O A X? General Liab 72 .SBA K7a9101 01/01/2012 01/01/2013 PERSONAL&ADV INJURY 5 ?-, OOO, OOO GENERAL AGGREGATE 5 2, O O O, O O O ?N'L AGGREGATE LIMIT A PP I E S PER: L PRODUCTS -COMP,/OP AGG 5 2 , O O O , O O O ? ? / I I I POLICY ? jROT I ?° I LOC S ? AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT I s IEe occident) 1, 0 0 0, 0 0 0 ANV AUTO BODILY INJURY (Per person) 5 ALL OWNED AUTOS i BODILY INJURY IPer eccidenH' S A SCHEDULED AUTOS 72 SBA KZ 9101 01/01/2012 01/01/2013 PROPERTY DAMAGE 15 X HIRED AUTOS (Pcr nccidcnJ I, X NON-OWNED AUTOS 5 ? S ? X VMBRELLA LIAB I ?. OCCUR ? ?• I EACH OCC VRRENCE 5 4, 0 0 0, O O O EXCESS LIAB CLAIMS-MADE AGGREGATE ? S 4, 0 0 0, O O O A I I DEDUCTIBLE 72 SBA KZ 9101 of/oi/zoiz of/oi/zoi3 s X RETENTION 5 1 0 O O O ? 5 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY I X I TORY IMITS ??OER Y / N GOO G O U AN': PROPRIETOR/PARTNER/EXECUTI VEII ' ? N/A 1 , E.L. EACH ACCIDENT 5 1 , (ManAntoryEMBER EXCLUDED? u B 72 WEC 1X3258 06/01/2012 06/01/2013 E.L. DISEASE - EA EMPLOYEE; 5 1 r OOO r OOO DESCRIPTION OFdOPERAT10N5 below E.L. DISEASE -POLICY LIMIT 5 1 r 0 0 0 r O O O DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES IAtteoh ACORD t01. Addltfonel Remerka Schedule, i( more space ie required) Those usual to the Insured's Operations, CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED City of Santa Ana BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE Clerk of the Cit Council DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. y 20 CIVIC CENTER PLZ # M30 SANTA ANA CA 9 2 7 O 1 AUTHORIZE PRESENTATIVE?j ?'Z / ???'?? , -- ? 7988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD