HomeMy WebLinkAbout20220385.tiff( oyT Va& Ivt1T5 303
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Alchemy Data Conversion Non -Disclosure agreement
DEPARTMENT: Information Technology
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
DATE
12/27/2021
This is a Non -Disclosure agreement between Ademero, inc and Weld County that allows for IT to contract with
Ademero to covert the oldest rms data "alchemy" into a format IT can import into CentralSquare RMS.
This agreement has a cost of $8,000 and it was included in the budget
This agreement has been reviewed and approved by Karin McDougal
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
Grant authorization for the Chair to sign the agreement
Not sign the agreement and provide additional direction for revisions.
Recommendation.
Weld County IT recommends the board grant approval for the Chair to sign the agreement.
Perry L. Buck
Mike Freeman
Scott K. James, Pro -Tern
Steve Moreno, Chair
Lori Saine
"ii
Approve
Recommendation
Schedule
Work Session Other/Comments:
2022-0385
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NON -DISCLOSURE AGREEMENT
This Non -disclosure Agreement (this "Agreement") is made effective as of
12/13/2021 (the "Effective Date"), by and between Ademero, Inc. (the "Owner"), of
4798 South Florida Ave Suite 331, Lakeland, Florida 33813, and Weld County
Public Safety (the "Recipient"), of 1401 North 17th Avenue, Greeley, Colorado,
80631.
The Owner has requested and the Recipient agrees that the Recipient will protect the
confidential material and information which may be disclosed between the Owner
and the Recipient. Therefore, the parties agree as follows:
I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any
information or material which is proprietary to the Owner, whether or not owned or
developed by the Owner, which is not generally known other than by the Owner, and
which the Recipient may obtain through any direct or indirect contact with the Owner.
Regardless of whether specifically identified as confidential or proprietary, Confidential
Information shall include any information provided by the Owner concerning the
business, technology and information of the Owner and any third party with which the
Owner deals, including, without limitation, business records and plans, trade secrets,
technical data, product ideas, computer programs and listings, source code and/or
object code, copyrights and intellectual property, inventions, sales leads, strategic
alliances, partners, and customer and client lists. The nature of the information and the
manner of disclosure are such that a reasonable person would understand it to be
confidential.
A. "Confidential Information" does not include:
- matters of public knowledge that result from disclosure by the Owner;
- information rightfully received by the Recipient from a third party without a
duty of confidentiality;
- information independently developed by the Recipient;
- information disclosed by operation of law including as required by C.R.S.
24-72-201, et seq;
- information disclosed by the Recipient with the prior written consent of the
Owner; and any other information that both parties agree in writing is not
confidential.
II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands
and acknowledges that the Confidential Information has been developed or obtained
by the Owner by the investment of significant time, effort and expense, and that the
Confidential Information is a valuable, special and unique asset of the Owner which
provides the Owner with a significant competitive advantage, and needs to be
protected from improper disclosure. In consideration for the receipt by the Recipient of
the Confidential Information, the Recipient agrees as follows:
A. No Disclosure. The Recipient will hold the Confidential Information in
confidence and will not disclose the Confidential Information to any person or
entity without the prior written consent of the Owner.
B. No Copying/Modifying. The Recipient will not copy or modify any
Confidential Information without the prior written consent of the Owner.
C. Unauthorized Use. The Recipient shall promptly advise the Owner if the
Recipient becomes aware of any possible unauthorized disclosure or use of
the Confidential Information.
D. Application to Employees. The Recipient shall not disclose any Confidential
Information to any employees of the Recipient, except those employees who are
required to have the Confidential Information in order to perform their job duties in
connection with the limited purposes of this Agreement. Each permitted employee
to whom Confidential Information is disclosed shall sign a non -disclosure
agreement substantially the same as this Agreement at the request of the Owner.
III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it
appears that the Recipient has disclosed (or has threatened to disclose) Confidential
Information in violation of this Agreement, the Owner shall be entitled to an injunction
to restrain the Recipient from disclosing the Confidential Information in whole or in part.
The Owner shall not be prohibited by this provision from pursuing other remedies,
including a claim for losses and damages.
V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of
the Owner, the Recipient shall return to the Owner all written materials containing
the Confidential Information. The Recipient shall also deliver to the Owner written
statements signed by the Recipient certifying that all materials have been returned
within five (5) days of receipt of the request.
VI. RELATIONSHIP OF PARTIES. Neither party has an obligation under this
Agreement to purchase any service or item from the other party, or commercially
offer any products using or incorporating the Confidential Information. This
Agreement does not create any agency, partnership, or joint venture.
VII. NO WARRANTY. The Recipient acknowledges and agrees that the
Confidential Information is provided on an "AS IS" basis. THE OWNER MAKES
NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY
AND ALL IMPLIED WARRANTIES OF MERCHANTABILITYAND FITNESS
FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE
LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE
PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL
INFORMATION. The Owner does not represent or warrant that any product or
business plans disclosed to the Recipient will be marketed or carried out as
disclosed, or at all. Any actions taken by the Recipient in response to the
disclosure of the Confidential Information shall be solely at the risk of the
Recipient.
VIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual
property rights under this Agreement except the limited right to use as set forth above.
The Recipient acknowledges that, as between the Owner and the Recipient, the
Confidential Information and all related copyrights and other intellectual property rights,
are (and at all times will be) the property of the Owner, even if suggestions, comments,
and/or ideas made by the Recipient are incorporated into the Confidential Information
or related materials during the period of this Agreement.
IX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other
party and its officers, directors, agents, affiliates, distributors, representatives, and
employees from any and all third party claims, demands, liabilities, costs and
expenses, including reasonable attorney's fees, costs and expenses resulting from
the indemnifying party's material breach of any duty, representation, or warranty
under this Agreement. Only as permitted under Colorado law
X. ATTORNEY'S FEES. In any legal action between the parties concerning this
Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees
and costs. Only as permitted under Colorado law
XI. TERM. The obligations of this Agreement shall survive 1 year from the Effective
Date or until the Owner sends the Recipient written notice releasing the Recipient from
this Agreement. After that, the Recipient must continue to protect the Confidential
Information that was received during the term of this Agreement from unauthorized use
or disclosure for an additional 1 year.
XII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of
the parties regarding confidentiality. Any amendments must be in writing and signed by
both parties. This Agreement shall be construed under the laws of the State of
Colorado. This Agreement shall not be assignable by either party. Neither party may
delegate its duties under this Agreement without the prior written consent of the other
party. The confidentiality provisions of this Agreement shall remain in full force and
effect at all times in accordance with the term of this Agreement. If any provision of this
Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this
Agreement shall remain in full force and effect and construed so as to best effectuate
the original intent and purpose of this Agreement.
XIII. WHISTLEBLOWER PROTECTION. This Agreement is in compliance with the
Defend Trade Secrets Act and provides civil or criminal immunity to any individual for
the disclosure of trade secrets: (i) made in confidence to a federal, state, or local
government official, or to an attorney when the disclosure is to report suspected
violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made
under seal.
XIV. SIGNATORIES. This Agreement shall be executed by Sam Fulwider, on behalf of
Ademero, Inc. and Scott K. James, Chair
Weld County Commissioners
of the date first written above.
OWNER:
By:
�'arrt FuEwu/iz2.
RECIPIENT:
on behalf of the Board of
and delivered in the manner prescribed by law as
Date: 12/13/21
JAN 2 4 2022
By: Date:
Scott K. James, Chair, Board of
Weld County Commissioners
New Contract Request
Entity Information
Entity Name-
A:DEMERO INC
Contract N *
ADEMERO NINA FOR CENTRALSQUARE RMS
Contract Status
CTB REVIEW
Entity ID*
0045000
LI New Entity?
Contract ID
5503
Contract Lead*
JTHIMGAN
Contract Lead Email
jthingancco.weld.co. gas
Parent Contract ID
Contract Description*
THIS IS A NON -DISCLOSURE BETWEEN ADEMERO AND WELD TO CONTRACT WITH ADEMERO TO CONVERT THE OLDEST RMS
DATA "ALCHEMY"INTO A FORMAT IT CAN IMPORT INTO CENTRALSQUARE,
Contract Description 2
Contract Type *
Department
Requested 8OCC Agenda Due Date
NON -DISCLOSURE
INFORMATION
Date* 01 '1 3/2022
AGREEMENT
TECHNOLOGY-GIS
01 i 17/2022
Arnount*
Department Email
Will a work session with BOCC be required?*
$800000
CM-
NO
Info rrnanonTechnoIe gyGIS
Renewable
°eldgov.coan
Does Contract require Purchasing Dept. to be included?
NO
Department Head Email
Automatic Renewal
CM_
I nfornnationTech nol ogyGl S -
Grant
DeptHead eldgov.com
County Attorney
IGA
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEYWELDG
OV,COM
If this is a renewal enter wevious Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
On Base
I c ii it triii t rri Trwr
Contact Information
Contact Info
Contact Name
Purchasing
Purchasing Approver
CONSENT
Approval Process
Department Head
RYAN ROSE
DH Approved Date
01/17/2022
Final Approval
ROCC Approved
C Signed Date
11OCC Agenda Date
01/24/2022
Originator
JTHIMGAN
Review Date .k
01,02;'2023
Committed Delivery Date
Contact Email
Renewal Date
Expiration Date *
01 r02,r2023
Contact Phone I
Purchasing Approved Date
01;'17/2022
Finance Approver
CONSENT
Finance Approved Date
01/17/2022
Tyler Ref
AG012422
Contact Phone 2
Legal Counsel
CONSENT
Legal Counsel Approved Date
01/1 7/2022
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