HomeMy WebLinkAboutT-Mobile Non-Disclosure And Confidentiality Agreement - 2009 12 07 NON - DISCLOSURE AND CONFIDENTIALITY AGREEMENT
Project Name: City of Winter Springs, located at 1 126 East S.R. 434, Winter Springs, FL ( "Project ")
Lessor Name: City of Winter Springs ( "Lessor ")
Lessor Addresses: 1 126 East S.R. 434. Winter Springs, FL 32708
Tenant Name: T- Mobile South (together with its parent. affiliates and subsidiaries. including but not limited to T- Mobile USA, Inc.. are
collectively referred to as "T-Mobile")
This Non- Disclosure and Confidentiality Agreement ("Agreement ") is given by Lessor. having a principal address as noted above, in favor of T-
Mobile. In consideration of T- Mobile providing Lessor with confidential financial and business information requested by Lessor in conjunction with
the possible leasing of real property located at the Project from Lessor to T- Mobile, Lessor agrees as follows:
1. For purposes of this Agreement, "Information" means the financial and business information, including but not limited to financial statements,
business plans and information, and any other confidential information, provided by T- Mobile to Lessor. This Agreement shall not apply to any
information previously known to Lessor free of any obligation to keep it confidential or that has been or which becomes publicly known through
no wrongful act of Lessor or its employees.
2. Lessor agrees that it shall hold the Information in confidence and shall use the Information solely for evaluating the suitability of T- Mobile as a
tenant for the Project. and for no other purpose whatsoever.
3. Lessor agrees that it shall not make disclosure of the Information to anyone except those employees of Lessor necessary to review the
Information. and that prior to disclosing the information to any of its employees, Lessor shall notify each such employee that such information is
received in confidence and shall be kept in confidence by such employee in accordance with the terms hereof.
4. If the Information must be disclosed to third persons. Lessor shall obtain T- Mobile's prior written consent and the third person shall enter into a
written confidentiality agreement on terms substantially identical to those contained herein.
5. All Information shall be returned to T- Mobile promptly upon written request.
6. Lessor shall not distribute. disclose, publicize, issue press releases, or advertise in any manner the discussions or negotiations giving rise to this
Agreement or the Information provided pursuant to this Agreement. nor shall Lessor use T- Mobile's trademarks, trade names or other
proprietary marks in any manner without first obtaining T- Mobile's written consent.
7. This Agreement shall be governed by and constituted and enforced in accordance with the internal laws of the State of Washington. Failure to
enforce any provision of this Agreement shall not constitute a waiver.
Lessor warrants and represents to T- Mobile that the person executing this Agreement on behalf of Lessor is a duly authorized representative of
Lessor with the proper authority to sign on Lessor's behalf. Dated this 7th' day of December .200 9 .
City of Winter Springs
BY:
PRINTED NAME: Kevin L. Smith
ITS: City Manager
EMAIL (preferred): ksmith @winterspringsfl.org
FAX(ifnoemail): (407) 327 -6686
Please fax signed NDA back to T- Mobile at 425- 383 -5470.
NDA (5Jan07)