2017-054-E IT - CenturyLink - Mutual Nondisclosure Agreement

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DocuSign Envelope ID:A39ECC2C-052C-41 B7-8CDE-F315D803E6CE Confidential Information not returned to the Discloser has other form of legal entity or business enterprise. Any been destroyed. business relationship between the parties will be governed 6. Indemnity. Each party warrants that it has the right to by a separate agreement. disclose all Confidential Information that it discloses to the 10. Export Compliance. Each party will comply with the other party. CenturyLink will indemnify and defend the applicable United States' export laws and regulations for Customer from all third-party claims resulting from the any technical data exchanged under this Agreement. negligent or wrongful disclosure by the indemnifying party 11. Miscellaneous. Each party acknowledges that the of a third-party's confidential information. Otherwise, neither party makes any representation or warranty about other party may be performing the same or similar services the Confidential Information. Neither party will be liable for others in the same industry and that a party may use the for indirect, incidental, punitive, or consequential damages same personnel to provide those services to others in the for any cause of action, whether in contract, tort, or same industry and to develop new products and services. otherwise, arising out of a breach of this Agreement. These personnel must continue to abide by the terms of this CenturyLink agrees to indemnify and hold harmless Agreement. Customer and each of its officers, employees, and agents 12. General. This Agreement: (a)is governed by from all costs, damages, and expenses incurred in applicable federal law and regulations and the law of North connection with refusing to disclose any material which Carolina, without regard for its choice of law provisions; CenturyLink has designated as Confidential Information. (b)represents the parties' entire understanding regarding 7. Breach of Agreement. Any claim a party has for Confidential Information, and supersedes any prior breach of this Agreement must be filed(a)within 1 year of agreements or discussions, written or oral, regarding Discloser's first knowledge of the breach, and (b)no later Confidential Information; (c)may be modified only by than 1 year after the expiration of the period that the written amendment signed by the parties' officers or Recipient has a duty to protect the Confidential authorized designees; (d)is to be considered severable, Information. and if any provision of this Agreement is illegal or unenforceable, the unaffected provisions will remain in 8. Right to Enjoin Disclosure.The parties acknowledge effect; (e)contains headings for reference only; these that a Recipient's unauthorized disclosure or use of headings have no effect on any provision's meaning; Confidential Information may result in irreparable harm. If (f)does not extend to any third-party beneficiaries.If either there is a breach or threatened breach of this Agreement party fails to enforce any right or remedy under this the Discloser may seek a temporary restraining order and Agreement, that failure is not a waiver of the right or injunction to protect its Confidential Information. This remedy for any other breach or failure by the other party; provision does not alter any other remedies available to and (g) this Agreement together with any amendments or either party.. modifications may be executed electronically,all electronic 9. No Partnership or Joint Venture Formed. The signatures affixed hereto evidence the intent of the Parties exchange of Confidential Information between the parties to comply with Article 11A and Article 40 of North is not and does not create a partnership, joint venture, or Carolina General Statute Chapter 66. By signing below,the parties agree to this Agreement's terms effective on the date written above. CENTURYLINK DocuSigned by: ,¢.,DocuSigned by: By: RA By: fitlAkutt, kublvittleStti A_ x4-; 2 6144re A osk a§im re Date: 2/1/2017 Date: 2/6/2017 Derek Kelly state & Local Govt Affairs Bonnie Hammersley, County Manager Name and Title(please type or print) Name and Title(please type or print) Address: Address: 150 Fayetteville st. , suite 970 Raleigh, NC 27601 200 S.Camerson St. P.O. Box 8181 Hillsborough,NC 27278 #253825v4 Page 2 of 2 Rev.4.2011 CenturyLink Confidential and Proprietary Information