Non-Disclosure Agreement with A-T Solutions for Software Use Meridian Police DepartmentA~TSo/utions
Securing Your World
Integrity • Commilm?nl • (lnalily Parformanre
NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (this "Agreement") is entered into as of this 10th day of
July, 2012 (the "Effective Date"), by and between: A-T Solutions, Inc., a Virginia Corporation with a
Corporate address of 10304 Spotsylvania Ave., Ste. 200, Fredericksburg, VA 22408 ("A-TS"); and City of
Meridian -Meridian Police Department, an Idaho corporation with a business address at 33 E.
Broadway Ave., Meridian, ID 83642 (the "Company' and with A-TS collectively, the "Parties" and
individually, a "Party').
WITNESSETH:
WHEREAS, the Company wishes to disclose to A-TS confidential information regarding its
operations and strategic plans in order to discuss a possible commercial or strategic relationship;
WHEREAS, in connection with such discussions, A-TS may disclose to the Company confidential
information regarding the core software technolonv develoaed bvA-T Solutions
NOW THEREFORE, in consideration for the mutual promises and covenants herein contained,
the Parties agree as follows:
DEFINITIONS
For the purposes of this Agreement:
"Information" means any information, shall include, but is not limited to, technical, business or
sanitized financial information, whether conveyed verbally (and confirmed in writing within 5 days
after disclosure), by any form of electronic transmission, in writing or in other tangible form, and
clearly labeled as "Proprietary' or "Confidential" or similar marking, except that the following will
not constitute "Information" for purposes of this Agreement:
(i) information that was known by either Party prior to the disclosure thereof under this
Agreement through no breach of any third party obligation of confidentiality;
(ii) information that is or becomes generally available to the public other than as a result of a
disclosure directly or indirectly by either Party;
(iii) information that is independently developed by either Party without reference to the
Information; or
(iv) information that is or becomes available to either Party on anon-confidential basis from a
source other than Company or A-TS, as applicable, provided that such source has
represented to such Party that it is not bound by any obligation of confidentiality in
relation thereto.
NDA_12-GENE-029 Page 1
A•TSo/utions
Securing Your World
InteorilY • OnmmifinenY • (luality PerFormanoe
(v) Information that is disclosed with the written approval of the other Party,
(vi Information that is disclosed pursuant to the provisions of a court order or the Idaho
Public Records Act..
(vii) furnished by the Disclosing Party to the U.S. Government with "unlimited rights"
2. CONFIDENTIALITY
The Parties agree that Confidential Information shall be used only for the purposes of evaluating
a possible strategic or commercial relationship and for no other purpose to include any manner
contrary to the export laws and regulations of the United States of America. The Parties further
agree that for one (1) year from the date of disclosure hereunder, they shall keep the Information
received from the other Party confidential and shall not disclose or disseminate the Information
other than to the employees and advisors of such Party who need to know such Information for
the purpose of assisting in the contemplated discussions. In addition, each Party agrees not to
make copies of such information except as necessary to assist a Party in its investigation of the
other Party.
3. STANDARD OF CARE
Each Party shall take all necessary and appropriate action to safeguard the Information from
disclosure to anyone other than as permitted hereby and, at a minimum, use efforts
commensurate with those that such Party employs for protecting the confidentiality of
corresponding information of its own, but in no event less than reasonable care. If either Party
loses or makes unauthorized disclosure of the other Party's protected information, it shall notify
such other Party immediately and lake all steps reasonable and necessary to retrieve the lost or
improperly disclosed information.
4. CONFIDENTIALITY OF NEGOTIATIONS
Without prior written consent of the other Party, a Party shall not disclose to any third party the
fact that Information has been made available to a Party or that it has inspected any portion of the
Information. All press releases or other public communications of any sort by either Party relating
to this Agreement or a possible transaction between the Parties, and the method of the release
for publication thereof, will be subject to the approval of both Parties, which approval shall not be
unreasonably withheld by either Party.
NDA_12-GENE-029 .Page 2
A~So/utions
Securing Your World
Inteori}~r • Commilmenr • r?valih~ Performance
5.
6.
NOTICES
In order for either Party's proprietary information to be protected as described herein, it must be
submitted written form as set forth in section (1) above to the individuals listed below:
A-T Solutions, Inc.
For Technical Matters
Name: Bill Tackett
Title: Inside Sales Manager
Address:
8645 W. Franklin Rd.
Boise, ID 83709
Telephone: 208-908-4753
Fax:208-322-6031
Email: billtackettCa~a-tsolutions.com
For Contractual Matters
Name: Tawana Young
Title: Contracts Administrator
Address:
10304 Spotsylvania Ave., Ste 200
Fredericksburg, VA 22408
Telephone: 540-373-9542
Fax: 540-373-9543
Email: tawanavounaCa~a-tsolutions.com
COMPELLED DISCLOSURE
City of Meridian -Meridian Police Department
For Technical Matters:
Name: Mike Tanner
Title: Software Engineering Manager
Address:
33 E. Broadway Avenue
Meridian, ID 83642
Telephone: (208) 489-0505
Fax: (208) 489-0494
Email: mtannerna meridiancitv.orp
For Contractual Matters
Name: Emily Kane
Title: Deputy City Attorney
Address:
33 E. Broadway Avenue
Meridian, ID 83642
Telephone: (208) 898-5506
Fax: (208)884-8723
Email: ekane(a~meridiancitv.oro
In the event that either Party or any of its respective members, directors, officers, employees or
advisors becomes legally compelled to disclose any of the Information furnished by the other
Party, it shall provide the other Party with prompt prior written notice of such requirements so that
the other Party may seek a protective order or other appropriate remedy andlor waive compliance
with the terms of this Agreement, which waiver may not be unreasonably withheld. In the event
that such protective order or other remedy is not obtained, or that the other Party waives
compliance with the provisions hereof, such Party agrees to furnish only that portion of the
Information which is legally required and to exercise reasonable efforts to obtain assurances that
confidential treatment will be accorded to such Information.
NDA_12-GENE-029 Page 3
A~TSo/utions
Securing Your World
Infr.~rity • CnmmilmrnY • Oiiallfv PFrformance
TERMINATION AND RETURN OF INFORMATION
Each Party, promptly upon the written request of the other Party, will destroy and provide the
receiving party of such destruction or deliver to the other Party all documents furnished by or on,
behalf of to other Party which constitutes Information (including any notes, analyses, memoranda,
computer data or other work product produced by such Party) without retaining any copies
thereof. The confidentiality obligations set out in Section 2 above and the non-solicitation
restriction set out in Section 8 below shall survive any such return or destruction of Information for
the time periods specified therein.
8. REPRESENTATION
Each Party acknowledges that the other Party makes no representation or warranty as to the
accuracy or completeness of any of the Information furnished by or on its behalf. Only those
representations and warranties which are made in a final definitive agreement relating to the
purpose of the disclosure of the Information will have legal effect. Moreover, the receiving Party
understands that the Information is not being furnished for use in an offer or sale of securities of
the disclosing Party and is not designed to satisfy the requirements of federal or state securities
law in connection with any offer or sale of such securities to the receiving Party.
9. BUSINESS RELATIONSHIPS/NON-SOLICITATION OF EMPLOYEES OR PROSPECTS
Neither Party hereto will actively recruit employees of the other through contacts made in
preparing the Proposal. This clause is not intended to preclude an employee's right to pursue, on
his own initiative, employment opportunities available with Prime Contractor or Subcontractor.
This clause will remain in effect for a period of one year after termination of this Agreement.
70. INCORPORATION OF INFORMATION
The Receiving Party may, in furtherance of the Parties' mutual objectives, incorporate Proprietary
Information received hereunder in a proposal, report, or other submittal to the U.S. Government
provided the Proprietary Information disclosed to the Government bears the appropriate legends
in accordance with this Agreement and as permitted by Government regulations.
11. DATA RIGHTS
Nothing contained in this Non-Disclosure Agreement shall, by express grant, implication,
estoppels or otherwise, create in either Party any right, title, interest, or license in or to the
inventions, patents, technical data, computer software, or software documentation of the other
Party:
12. FOREIGN CORRUPT PRACTICES ACT (FCPA). Both parties hereby agree that they will fully
comply with this FCPA clause and with anticorruption rules.
A declaration from one party may be required to state that:
1. They are informed of the obligation of conformity to the anticorruption rules that must be
applied by both Parties so that the pecuniary obligation based on the agreement, shall not be
NDA_12-GENE-029 Page 4
A~So/utions
Securing Your World
Integrity • Clnmmitmenr • RuTliry Performanrn
used for illegal purposes, including payments that are breaking anticorruption rules such as:
direct or indirect offer or payment to any government officials, aimed at influencing or provoking
favorable decision of the public governing body on which basis the ATS or Party may acquire
unlawrul benefits;
2. They agree to supply information upon written request from ATS concerning party's receipt and
use of payments under this Agreement;
3. They are not a government official, and does not and will not employ or otherwise compensate
or offer to compensate any government officials, or make or cause another to make any direct or
indirect offers or payments to any government officials, for the purpose of influencing or inducing
any government decision for the benefit of ATS;
4. They will not employ any subcontracting party, consultant, or representative in connection with
this Agreement without prior thorough documented examination of said person and/or company,
its reputation and integrity and approval by ATS;
5. They shall not employ any subcontracting party, consultant, legal representative that do not
comply with anticorruption rules. In addition, party is abiding to notify ATS immediately in the case
of infringement of such rules or his knowledge about it.
Party agrees that the documentation of party shall be deemed as incomplete and ATS may
terminate the Contract in case of non-conformances by party with this FCPA clause and/or its
refusal of making required statements
13. WAIVER
Any failure or delay in exercising any rights, power or privilege hereunder will not operate as a
waiver thereof, nor will any single or partial exercise preclude any other further exercise thereof.
14. ASSIGNMENT
This Agreement may not be assigned in whole or in part by any Party without the prior written
consent of the other Party.
15. REMEDIES
The Parties acknowledge that money damages would not be a sufficient remedy for any breach
of this Agreement by a Party and that a Party will be entitled to specific performance and
injunctive relief as remedies for any such breach. Such remedies will be in addition to any other
remedies available.
16. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such
invalidity or unenforceability shall attach only to such provision or part thereof and the remaining
part of such provision and all other provisions hereof shall continue in full force and effect.
NDA_12-GENE-029 Page 5
A~So/utions
Securing Your World
IntFlnrity • CommlfmPnY • Qr~~liry Pe-rformance
77. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia, without reference to its provisions of conflict of laws and the Parties
agree to submit to personal jurisdiction in the Commonwealth of Virginia for all claims and actions
arising under this Agreement.
18. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding between the Parties hereto
in connection with the subject matter hereof, and supersedes any previous representations,
negotiations and agreements (whether oral or written) on the subject matter. This Agreement
shall not be amended or modified in any manner, except by an instrument in writing signed by a
duly authorized representative of each of the Parties hereto.
IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to
execute this Agreement as of the Effective Date. Each Party also hereby agrees that a facsimile copy or
copies of one or both signatures hereto shall have the full force and effect as an original.
A-T SOLUTIONS, INC. CITY OF MERIDIAN -MERIDIAN POLICE
DEPARTMENT
ey~QuJana~ , ~~ a~ ~~~~-
Name: Tawana M. Young Name: / dr !/~~
Title: Contracts Administrator Title: y~
NDA_12-GENE-029 Page 6