Professional Services Agreement - Pathfinders Advertising and Marketing Group Inc - Redesign of southbendin.gov

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MUTUAL CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT This Mutual Confidentiality and Nondisclosure Agreement ("Agreement") is made by and between the City of South Bend, Indiana ("City") and Pathfinders Advertising and Marking Group Inc., an Indiana Corporation with offices at 1250 Park Place, Mishawaka, Indiana 46545 (the "Provider") (together, the "Parties"). The Parties agree as follows: Confidential Information: The term "Confidential Information" refers to all documents and information disclosed by one Party or its employees, contractors, or agents (the "Disclosing Party") to the other Party (the "Receiving Party") in oral, written, graphic, physical, electronic, or other form, irrespective of whether such documents or information are patented, copyrighted, or categorized as a trade secret or know-how or whether any application for patent or copyright protection is pending or contemplated. Confidential Information does not include, however, information which (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the Receiving. Party, (ii) was available to the Receiving Party on a non -confidential basis prior to its disclosure by the Disclosing Party, (iii) is received by Receiving Party from a third party without a duty of confidentiality, or (iv) is independently developed or procured by the Receiving Party. Nondisclosure of Confidential Information: Subject to the terms and limitations of this Agreement, the Receiving Party represents and warrants that it will maintain the secrecy of all Confidential Information and will disclose such information only to persons or entities mutually agreed to in writing by the Parties, it being agreed that the Receiving Party may share Confidential Information with its officers, employees, and agents who have a need to know such information to perform their duties. Disclosures Required by Law. In the event any Confidential Information is required to be disclosed by law, including, without limitation, the Indiana Access to Public Records Act (Ind. Code 5-14-3, as amended, the "Act") or order of any government authority having jurisdiction over the Receiving Party (including as necessary for a party to assert a claim in a court of competent jurisdiction), then to the extent permitted by law, before any such disclosure, the Receiving Party will provide notice to the Disclosing Party reasonably sufficient to allow the Disclosing Party the opportunity to apply for, at its sole expense, a protective order or other restriction regarding such disclosure. If in such circumstances the City is legally compelled, by the City's application of the Act in its discretion or by a valid order of a court of competent jurisdiction, to make such disclosure, it shall: (a) disclose only that portion of the Confidential Information that it is required to disclose; and (b) for all other purposes continue to treat such Confidential Information as Confidential Information pursuant to this Agreement. Trade Secrets. The Parties acknowledge that the City is subject to the requirements of the Act. In the event the Provider determines any Confidential Information, including, without limitation, documents, slideshow presentations, data, reports, or other materials, that it wishes to disclose to the City under this Agreement constitutes or contain trade secrets, the Provider will prominently designate and mark them as such prior to disclosing them to the City. Upon receiving Confidential Information designated and marked as trade secrets, the City will give such Confidential Information the fullest protection of non- disclosure permitted under the trade secret exception of the Act, Ind, Code 5-14-3-4(a)(4), and any other applicable exception from the Act's disclosure requirements, as determined in the City's discretion. Prohibition on Use of Confidential Information: The Receiving Party covenants and agrees that neither the Receiving Party nor any third party with whom the Receiving Party has shared Confidential Information in accordance with the terms of this Agreement will use any Confidential Information in any way except as permitted by this Agreement. The Parties, at their sole discretion, may enter into a future agreement whose terms will apply to further interactions between the Parties if desired. Effective Date: This Agreement shall be effective as of the date when executed by signature of both Parties. Return of Confidential Information: The Receiving Party agrees to promptly return or destroy all Confidential Information of Disclosing Party at such time when Disclosing Party requests the return of any