R90-169RESOLUTION NO.~90-/~
A RESOLUTION OF THE CITY CO~%LMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR
AND CITY CLERK TO EXECUTE A CERTAIN
NON-DISCLOSURE AGREEMENT BETWEEN THE
CITY OF BOYNTON BEACH, FLORIDA AND
MOTOROLA, INC.; A COPY OF SAID
AGREEMENT BEING ATTACHED HERETO AS
EXHIBIT "A"; AND PROVIDING AN
EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED by the City Commission
~f the City of Boynton Beach, Florida, that:
Section 1. The Mayor and City Clerk are hereby
authorized and directed to execute a certain Non-Disclosure
Agreement between the City of Boynton Beach and Motorola,
Inc., for the purpose of acquiring confidential information
provided by Motorola relative to receiving and reviewing
proprietary information concerning products and features for
Motorola radio equipment, which agreement is attached hereto
as Exhibit "A".
Section 2. This Resolution shall take effect
immediately upon passage.
PASSED AND ADOPTED this
CI.T;f OFf~YNTON BEACH,
C6n~mis s loner /
day of November, 1990.
FLORIDA
ATTEST.:,
~C~rpora~ce~ $~al )
NON-DISCLOSURE AGREEMENT
This agreement is effective the 24th day of Seotember 1990,
between MOTOROLA, INC., a Corporation of the State of Delaware,
U.S.A., (hereinafter "MOTOROLA"), by and through its Communications
Sector, having a principal PlaCe of business at 1301 East Algonquin
Road, Schaumburg, Illinois 60196, and HuohlMcOaffrev personally
and on behalf of the City of
, B0vnton Beach, a ~~
¢J.~t.u_.S.~having a princJpa place of business at .100 E. Bovnton Beach
Blvd.. Bovnton Beach, FL 33425-0310, (hereinafter the "Receiving
Party").
WHEREAS, MOTOROLA has and may acquire certain company
confidential .information relating to the subject areas of ~
,Securenet Trunkina fMultikev & OTAR}, which it desires to disclose
to the Receiving Party, and the Receiving Party is willing to accept
such information confidentially and as limited herein;
NOW, THEREFORE, the parties agree as follow;:
1. "Motorola Confidential Information" is defined as any
device, graphics, written information.-er.-infcrmation_ i-n other
tangible forms that is disclosed, for product and System featurn
~urposes, to the Receiving Party by MOTOROLA relating to
the above-identified subject area and that is marked at the time of
disclosure as being Confidential. Information disclosed orally or
visually and identified at that time as company confidential shall
also be considered as "Motorola Confidential Information".-
2. Unless otherwise expressly authorized by MOTOROLA, the
Receiving Party agrees to retain the "Motorola Confidential
Information" in confidence, for the ~Confidential Period" defined
below, during which period the Receiving Party shall not disclose
the "Motorola Confidential InformatiOn" to any third party, and shall
not use the "Motorola Confidential, Information" for any purpose
other than the aforesaid oroduct and 'system feature definition
purposes.
The "Confidential Period" shall mean ~ years from the
date Of receipt of the ~"M0torola Confidential Information" or until
sucti time as the information no longer qualifies as "Motorola
Confidential Information" pursuant to paragraph
3. The Receiving-'Party shall use its best efforts to limit
dissemination of the "Motorola COnfidential ~lnformation" to such of
its employees or agents who have a need to know for the aforesaid
oroduct and system feature definition purposes.
4. Notwithstanding any other provisions of this Agreement,
MOTOROLA acknowledges that "Motorola Confidential Information"
shall not include any information which:
(a)
Is or becomes publicly known through no wrongful act on
the Receiving Party's part; or
(b)
(c)
(d)
Is, at the time of disclosure under this Agreement,
already known to the Receiving Party without restriction
on disclosure; or
Is, or subsequently becomes, rightfully and without
breach of this Agreement,~ in the Receiving Party's
possession without any obligation ~restricting disclosure;
or
Is independentlY developed by the Receiving Party
without breach of this Agreement; or
(e)
Is explicitly approved for release by written
authorization of MOTOROLA.
5. The Receiving Party agrees to return to MOTOROLA, upon
request, the devices, graphics, writings and information in other
tangible forms containing any of the "Motorola Confidential
Information" referred to in paragraph 1 and any copies of "Motorola
Confidential Information".
6. No license, express or implied, in the "Motorola
Confidential Information" is granted to the Receiving Party other
than to use the information in the manner and to the extent
authorized by this Agreement.
7. The Receiwng Party acknowledges that it is not
p_r~h_i_bited _b.y_ the ~ffice of Export Administration for the U.S.
Department of Commerce from receiving technical information,
know-how, data or Other information and the Receiving Party agrees
not to export such information, or product~ incorporating it, to any
prohibited country.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their duly authorized representatives.
MOTOROLA, INC. '
Dated
By
Title
Dated
(Company)
By
Title
Dated
(Person)
By ..
Title
* Do not sign until all appropriate blanks in this agreement are
completed.