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SPRINT PUBLIC SECTOR MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement ("AqreemenY'), dated September 23, 2009 ("Effective Date"), is between
Sprint Solutions, Inc., for itself and on behalf of its affiliates that provide products and services ("Sprint"), and City of
Auburn ("Customer"), to protect Confidential Information that either party may disclose.
1. Confidentiallnformation.
1.1 Definitions
A. "Confidential Information" under this Agreement means any information related to the Purpose,
including, but not limited to, al► tangible, intangible, visual, electronic, present, or future information
such as: (1) trade secrets; (2) financial information and pricing; (3) technical information, such as
research, development, procedures, algorithms, data, designs, and know-how; (4) business
information, such as operations, planning, marketing interests, and products; (5) information
collected or developed by Sprint regarding its customers; and (6) the terms of any agreement
between Sprint and Customer resulting from or related to the exchange of such information,
including related discussions, negotiations and proposals.
B. "Discloser" means the party disclosing Confidential Information.
C. The "Purpose" is the reason for the parties' exchange of Confidential Information, namely
technology, products, and services including coverage maqs, devices. 3G and 4G services.
D. "RecipienY" means the party receiving Confidential Information.
1.2 Confidential Information must be clearly identified. Written Confidential Information must be clearly
marked in a conspicuous place with an appropriate legend identifying the information as confidential.
Confidential Information that is oral and not written must be identified as Confidential Information at the
time of disclosure and confirmed in writing delivered to Recipient within 15 days following its disclosure.
The protections of this Agreement will apply during those 15 days.
1.3 Recipient may only use Confidential Information for the Purpose contemplated by this Agreement.
1.4 If a party is on the premises of the other party and inadvertently receives information not related to the
Purpose that a reasonable person would discern to be confidential to the other party, Recipient must
hold that information confidential, notwithstanding anything to the contrary in this Agreement.
2. Limitations. Recipient has no obligation to protect information that is:
2.1 rightfully known to Recipient prior to disclosure under this Agreement which can be verified by
independent evidence;
2.2 independently developed by Recipient without relying on Discloser's Confidential Information;
2.3 part of the public domain or lawfully obtained by Recipient from a third party not under an obligation of
confidentiality; or
2.4 free of confidentiality restrictions by written agreement of Discloser.
3. Term. The "Term" of this Agreement is 1 year from the Effective Date. Either party may terminate this Agreement
at any time on 60 days written notice, unless another agreement between the parties provides differently. The
parties' obligations not to disclose or improperly use Confidential Information received during the Term wilf
continue for 3 years after this Agreement expires or is terminated. Early termination of this Agreement does not
relieve Recipient of its obligations for Confidential Information exchanged before the Effective Date of
termination.
4. Obligation to Protect Confidential Information. Recipient will use the Confidential Information only to further
the relationship between the parties. If any material non-public information is disclosed, Recipient agrees that it
will comply with SEC Regulation FD (Fair Disclosure), and refrain from trading in Discloser's stock until that
material non-public information is publicly disseminated. Confidential Information may not be disclosed to any
third party without the written consent of Discloser. Each party agrees that a Recipient may disclose Confidential
Information it receives to its subsidiaries or affiliates (or agents who have a need to know and have a non-
disclosure obligation at least as restrictive as this Agreement), subject to the terms of this Agreement. Sprint may
disclose Confidential Information, subject to the terms of this Agreement, to any entity authorized to sell Sprint
products or services under the "SprinY" brand name. Recipient must provide at least the same reasonable care to
avoid disclosure in breach of this Agreement or unauthorized use of the Confidential Information as it provides to
protect its own similar confidential information. Recipient will not reproduce Confidential Information except to
accomplish the purpose of this Agreement.
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5. Indemnity and Limitation of Liability.
5.1 Sprint will indemnify and defend Customer from all third-party claims resulting from SprinYs negligent or
wrongful disclosure of Customer's Confidential Information. Sprint will not be liable for claims against
Customer related to Customer's negligent or wrongful disclosure of Sprint's Confidential Information.
5.2 Limitation of Liability. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT,
TORT, OR OTHERWISE, ARISING OUT OF A BREACH OF THIS AGREEMENT.
6. Breach of Agreement. Discloser must file any claim for breach of this Agreement (a) within 1 year of when
Discloser first knows or should have known of the breach, and (b) no later than 1 year after the expiration of the
period that Recipient has a duty to protect the Confidential Information.
7. Notice. Notices required under the Agreement must be submitted in writing to the party's address for notice
listed in the Agreement, in the case of a dispute, notices must also be sent to:
Sprint
Attn: Law Dept. - Public Sector
2001 Edmund Halley Drive, VARESP0203
Reston, VA 20191
Fax: (703) 433-4034
8. Nature of Relationship. Neither party has an obligation to disclose any Confidential Information or enter into
any transaction. Discloser warrants that it has the right to disclose all Confidential Information disclosed, but
makes no other representations regarding Confidential Information. All Confidential Information will remain the
exclusive and sole property of Discloser. This Agreement grants no rights of ownership, licenses or any other
intellectual property rights. This Agreement does not create any agency, partnership, joint venture or any other
such relationship.
9. Development. Each party may use the same personnel that receive Confidential Information under this
Agreement to work on other projects for similar products or services. Provided that the terms of this Agreement
are not breached, receipt of Confidential Information will not impair the rights of either party to develop, use,
market or sell products or services that may be competitive with those of the other party.
10. No Publicity. Neither party will, without the other party's prior written consent, issue any news release,
announcement, denial or confirmation of this Agreement or its terms and conditions, or in any other manner
advertise or publish this Agreement or its terms and conditions.
11. Export Compliance. The parties acknowledge that all information disclosed by each of them under this
Agreement may be subject to export controls under the laws of the United States. Recipient will not export or
otherwise disclose any information in any manner contrary to the export controls of the United States.
12. Right to Enjoin Disclosure. Each party agrees that the wrongful disclosure of Confidential Information may
cause irreparable injury that is inadequately compensable in monetary damages. Accordingly, either party may
seek injunctive relief in any court of competent jurisdiction for the breach or threatened breach of this Section in
addition to any other remedies in law or equity. The Recipient will not raise the defense of an adequate remedy
at law. This provision does not alter any other remedies available to either party.
13. Return of Information. At the end of the Term, Recipient will return all Confidential Information to Discloser or
else destroy, with written certification, all written, tangible or otherwise accessible material in any form (including
electronic media such as computer diskettes, CD-ROM, electronic copies or any material resident in the hard or
external drive of any computer) containing or reflecting any Confidential Information (including all copies,
summaries, excerpts, extracts or other reproductions).
14. Disclaimer. Discloser makes no representation or warranty as to the accuracy or completeness of the
Information. Recipient agrees that Discloser and its employees and agents bear no liability to Recipient resulting
from Recipient's use of Confidential Information.
15. Governing Law. This Agreement and the rights and obligations of the parties are governed by the laws of the
State of Delaware without giving effect to its choice of law principles.
16. Entire Agreement. This Agreement constitutes the entire agreement of the parties as to the subject matter being
disclosed and supersedes all prior or contemporaneous agreements, proposals, inquiries, commitments,
discussions and correspondence, whether written or oral. If any provision of this Agreement is held to be illegal
or unenforceable, its invalidity will not affect the other provisions of this Agreement that can be given effect
without the invalid provision. This Agreement may not be amended or modified except in writing signed by a duly
authorized representative of each party. Any terms on Customer's web site, product schedule, or contained in
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any "shrinkwrap" or "clickwrap" agreement will not have force or effect if the provision conflicts with the terms of
this Agreement. Nothing in this Agreement gives anyone, other than the parties, any rights or remedies under
this Agreement. If either party fails to enforce any right or remedy under this Agreement, that failure is not a
waiver of the right or remedy for any other breach or failure by the other party. This Agreement may be executed
in counterparts, and each (whether an original or facsimile) is considered an original and all constitute one and
the same instrument.
SPRINT
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CUSTOMER
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