HomeMy WebLinkAboutPublic Safety Corp (CryWolf) ADT LLC Security Services DocuSign Envelope ID:E6A0A82E-2870-4607-9C5F-F074DF780421
ADT Security Services
;. t Jurisdiction Department
8880 Esters Blvd
ADT Always There' Irving,TX 75063
July 31,2018
City of Auburn
William Pierson, Police Chief
25 West Main St
Auburn, WA 98001
Re: Request for ADT Customer Information
Dear Chief Pierson:
City of Auburn ("Recipient") has requested (or may request in the future) ADT LLC d/b/a ADT Security Services, its
affiliates, or its or their respective employees, officers, directors, agents, or representatives (collectively, "ADT") to
disclose or otherwise make certain tangible or intangible information available to Recipient, or designated and authorized
sub contract company Public Safety Corp (CryWolf) ("Authorized Third Party Administrator") regarding ADT, its
customers ("ADT Customer(s)"), business, or operations (collectively, "Information"). As further described below, it is
understood and agreed that ADT considers the Information requested by Recipient to be proprietary to ADT,
commercially valuable and, further, relates to the identity of ADT Customers receiving monitored security services who
reside within Recipient's jurisdiction and, accordingly, is to be treated as strictly confidential. ADT is willing to fully
cooperate with Recipient, disclose and otherwise make Information available to Recipient provided that Recipient enter
into and agree to the terms and conditions contained in this letter agreement ("Confidentiality Agreement"). Recipient
acknowledges and agrees that it shall not make or cause to be made any outbound phone call to any phone numbers of
ADT Customers provided under this Confidentiality Agreement using an automated dialing system, pre-recorded
message or text message for any purpose other than for emergency dispatch services.
This Confidentiality Agreement shall cover all written, electronic, and other Information disclosed or otherwise made
available to Recipient by or on behalf of ADT before, on, or after the date hereof(collectively, "ADT Information"). ADT
shall rely upon this Confidentiality Agreement in disclosing or otherwise making any ADT Information available to
Recipient. Notwithstanding anything in this Confidentiality Agreement to the contrary, ADT may terminate this
Confidentiality Agreement (and its disclosure of ADT Information) at any time, with cause, upon written notice to
Recipient.
Each reference to "ADT Information" in this Confidentiality Agreement may include all: (i)ADT Customer lists and other
Information identifying the name, address, telephone, email of any ADT Customer receiving monitored security services
within Recipient's jurisdiction, or(ii) Information regarding the type, specifications, nature, or pricing of the alarm systems,
security services, and other products offered, sold, provided, or performed by ADT to or for each ADT Customer,
including all contractual terms.
Recipient: (i)shall use and copy the ADT Information solely to confirm compliance with applicable laws related to taxation
ordinances or other laws pertaining to the use of alarm systems or monitored alarm services during the term hereof(the
"Permitted Purpose"); (ii) shall not, directly or indirectly,disclose or provide any access to any ADT Information (or permit
either of the foregoing),except to Recipient's own full-time employees or Authorized Third Party Administrator(if identified
in the above opening paragraph) who "need to know" the ADT Information for the Permitted Purpose; (iii) shall protect,
secure, and keep the ADT Information in the strictest confidence; (iv) shall cause all of its employees that access or use
any ADT Information to comply with all terms and conditions of this Confidentiality Agreement; and (v) shall comply with
the security requirements set forth in Schedule A attached hereto.
DocuSign Envelope ID:E6A0A82E-2870-4607-9C5F-F074DF780421
City of Auburn
NDA 600
7/31/18
Page 2
Upon the earlier of (a) ADT's request therefore or (b) any termination, expiration, or completion of this Confidentiality
Agreement or Permitted Purpose whatsoever (each of (a) or (b), a "Termination"), Recipient shall immediately and
permanently cease all use of the ADT Information. Notwithstanding any Termination or non-active use of any ADT
Information,this Confidentiality Agreement(and all of Recipient's obligations,covenants, representations,warranties,and
indemnities hereunder) shall survive and continue in full force and effect in perpetuity with respect to all previously
disclosed ADT Information.
Recipient agrees that ADT considers the Information to be"trade secret" information that is exempt from disclosure under
RCW 42.56.0870(1), incorporating RCW 19.198.900(1).
If Recipient is requested or required by subpoena, court order, civil discovery device, legal process, or law(including any
Public Records Act request) to disclose any ADT Information, Recipient shall provide ADT with prompt written notice of
the request and the name of the requestor. Recipient will give ADT 10 working days to obtain an injunction prohibiting
release.ADT agrees to defend, indemnify,and hold Recipient harmless from any damages resulting from ADT's assertion
of a trade secret exemption from disclosure.
ALL ADT INFORMATION IS PROVIDED TO RECIPIENT "AS IS, WHERE IS," AND "WITH ALL FAULTS." ADT
MAKES NO (AND HEREBY DISCLAIMS ALL) EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES
REGARDING ANY ADT INFORMATION, INCLUDING THE ACCURACY, MERCHANTABILITY, COMPLETENESS,
NON-INFRINGEMENT, COMPATIBILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY ADT
INFORMATION. Recipient may use and rely upon ADT Information solely at Recipient's own sole risk, cost, and
expense. Recipient hereby represents and warrants to ADT that this Confidentiality Agreement is enforceable against
Recipient in accordance with its terms.
Neither this Confidentiality Agreement nor any use or disclosure of ADT Information by or to Recipient shall grant,convey,
or transfer to Recipient any right, license,title,or interest in or to any ADT Information or any patent,copyright,trademark,
service mark, trade secret, or other proprietary right therein or thereto, whether now existing or arising hereafter
(collectively, "IP Rights"), except for the limited, personal, revocable, non-exclusive, non-proprietary right granted to
Recipient hereunder to use the ADT Information for the Permitted Purpose during the term hereof in compliance with this
Confidentiality Agreement, which right shall automatically terminate on the effective date of any Termination. In all
events, ADT shall be and remain the sole and exclusive owner of all ADT Information and all IP Rights therein and
thereto.
Recipient agrees, to the extent permitted by applicable law, to indemnify, defend, and hold ADT harmless from and
against any and all claims, actions, proceedings, losses, liabilities, and damages, including reasonable attorneys' fees
and costs,arising from or relating to Recipient's or its employees'or Authorized Third Party Administrator's(if identified in
the above opening paragraph) breach of this Confidentiality Agreement. Notwithstanding the foregoing,the parties agree
that any impending or actual breach or violation of any provision of this Confidentiality Agreement by Recipient would
cause ADT irreparable harm for which ADT would have no adequate remedy at law. Accordingly, in addition to the
foregoing indemnity and all other rights and remedies that may be available to ADT, ADT shall be entitled to immediate
injunctive and equitable relief prohibiting, remedying, or otherwise restraining any impending or actual breach or violation
hereof by Recipient.
This Confidentiality Agreement: (i) shall be binding upon and for the sole and exclusive benefit of each of the parties
hereto and their respective successors and assigns; (ii) constitutes the final and entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous
agreements and understandings with respect thereto; and (iii) may be amended, waived, modified, or discharged only by
a written instrument signed by all parties. Without limiting the foregoing, no right, obligation, or provision of this
Confidentiality Agreement may be amended, waived, modified, released, or discharged orally or by any failure of either
party to insist upon the other party's performance of this Confidentiality Agreement. Recipient may not assign,
sublicense, delegate, subcontract,or otherwise transfer or dispose of the ADT Information,this Confidentiality Agreement,
DocuSign Envelope ID:E6A0A82E-2870-4607-9C5F-F074DF780421
City of Auburn
NDA 600
7/31/18
Page 3
or any right or obligation hereunder, in whole or in part,without ADT's prior written consent thereto, and any attempt to do
so without ADT's prior written consent shall be null, void, and of no force or effect. All of ADT's rights and remedies
hereunder shall be cumulative with, and may be exercised without prejudice to, ADT's other rights and remedies under
this Confidentiality Agreement, at law, or in equity. If any term or provision of this Confidentiality Agreement shall, to any
extent, be determined to be invalid or unenforceable by a court or body of competent jurisdiction, the remainder of such
provision and this Confidentiality Agreement shall not be affected thereby, and shall remain valid, binding, effective, and
enforceable against each party in accordance with its terms. As used herein: (A)the words, "include, includes, including,"
and all variations thereof shall be deemed to mean"including,without limitation,"and (B)the word"or"shall be deemed to
include the meaning"and/or."
Notices required by the parties under this Confidentiality Agreement shall be made by certified mail, return receipt
requested,to the following individuals:
ADT Security Services City of Auburn Public Safety Corp(CryWolf)
Attn:Jurisdiction Department William Pierson, Police Chief Jason Oles,General Counsel
8880 Esters Blvd 340 E. Main St 1000 Business Center Dr.
Irving,TX 75063 Auburn,WA 98002 Lake Mary, FL 32746
By signing this Confidentiality Agreement in the space provided below and returning one fully executed copy of this
Confidentiality Agreement to my attention, Recipient agrees to and accepts all of the terms and conditions contained
herein.
Sincerely,
ADT LLC
,- /Doc,,Sipned Ey:
By: Suon A-66(.iun.
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Name: Sherry L. Hofslien
Title: Director, Provisioning Field Support Centers
Account Management Services Center ,—Dg Jackie Hoyo
Date: 8/3/2018 k 8/2/2018
AGREED AND ACCEPTED:
City of Auburn Public Safety Corp(CryWolf)
�Docusioeed ey: DocuSlyned by:
By: U�lilliax, Piunoin, By. 4....... o�.a
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Name: illlam Jerson Name: Jaason tYfesdfi
Title: Police Chief Title: General Counsel
Date: 8/7/2018 Date: 8/8/2018
(—Ds Steve Gross
SG 8/3/2018
DocuSign Envelope ID:E6AOA82E-2870-4607-9C5F-F074DF780421
City of Auburn
NDA 600
7/31/18
Page 4
SCHEDULE A
AHJ INFORMATION SECURITY REQUIREMENTS
Data Privacy and Security
(a) Definitions.
"AHJ"means Authority Having Jurisdiction and incorporates any AHJ-Authorized Third-Party Administrators.
"Customer Data" means all ADT Confidential Information entered into documentation,software or equipment by or on behalf
of ADT; (a) that is data supporting or derived from the provision of Services to ADT End Users or (b) relative to ADT's
customers, and information derived from such information, including as stored in or processed through AHJ's equipment or
software,or that of its Authorized Third Party Administrator(s).
(b) Security.
AHJ,and its Authorized Third Party Administrator(s)("AHJ"),will maintain and enforce safety and physical security procedures
with respect to its access to and maintenance of Customer Data that are(i)at least equal to industry standards for such types
of service providers, (ii) in accordance with reasonable ADT security requirements, and (iii) which provide reasonably
appropriate technical and organizational safeguards against accidental or unlawful destruction, loss,alteration or unauthorized
disclosure or access of Customer Data and all other data owned by ADT and accessible by AHJ under this NDA. Without
limiting the generality of the foregoing,AHJ will take all reasonable measures to secure and defend its location and equipment
against"hackers"and others who may seek,without authorization,to modify or access AHJ systems or the information found
therein without the consent of ADT. AHJ will periodically test its systems for potential areas where security could be
breached. AHJ will report to ADT immediately any breaches of security or unauthorized access to AHJ systems that AHJ
detects or becomes aware of. AHJ will use diligent efforts to remedy such breach of security or unauthorized access in a
timely manner and deliver to ADT a root cause assessment and future incident mitigation plan with regard to any breach of
security or unauthorized access affecting Customer Data.
(c) Storage of Customer Data.
All Customer Data must be stored in a physically and logically secure environment that protects it from unauthorized access,
modification, theft, misuse and destruction. Further, AHJ will maintain an adequate level of data security controls, including,
but not limited to, logical access controls including user sign-on identification and authentication, data access controls (e.g.
password protection of AHJ applications,data files and libraries),accountability tracking, anti-virus software, secured printers,
restricted download to disk capability and a provision for system backup.