CONTRACT 3990A Amendment3990A.,,
MUTUAL CONFIDENTIALITY AND NON - DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into as of September 15, , 2009 by and between
Everbridge, Inc. ( "Everbridge "), a Delaware corporation having an address at 505 North Brand Blvd,
Suite, Glendale, CA 91203, and The City of Ell Segundo ( "The City "), having an address at
350 Main Street, E1 Segundo, CA 90245
In order to facilitate both the discussions and the exchange of information between Everbridge and The
City of El Segundo concerning their respective business interests and related activities, the parties to this
Agreement hereby agree as follows:
1. All information labeled as "Confidential" concerning the parties' respective businesses, interests, and
activities, including, without limitation, all information regarding system designs, system planning,
technical data, customer lists, trade secrets, marketing, business plans, personnel, financial reports,
forecasts, and internal organization (collectively referred to hereinafter as "Confidential Information ") is
confidential and proprietary. Information conveyed orally must be designated as proprietary or
confidential at the time of such oral conveyance and be treated as Confidential Information under this
Agreement. The confidentiality restrictions in this Agreement, however do not extend to information
which (a) is or becomes available to the public otherwise than by breach of this Agreement; (b) is in
the possession of the Receiving Party, as hereinafter defined, before receipt from the Disclosing
Party, as hereinafter defined; (c) is lawfully disclosed to the Receiving Party by a third party without
restriction as to use and disclosure; or (d) is independently devek)ped by the Receiving Party.
2. This Agreement terminates one year after the Effective Date, or may be terminated by either party at
any time upon thirty (30) days prior written notice to the other party. The Recipient's obligations to the
Confidential Information disclosed hereunder continue in full force and effect after termination of this
Agreement.
3. Confidential Information belonging to one party to this Agreement (the "Disclosing Party") cannot be
used by any other party to which such Confidential Information is disclosed (the "Receiving Party")
except for the purposes of this Agreement. Confidential Information cannot be disclosed by the
Receiving Party except (i) to the Receiving Party's personnel having a need to know; (ii) to the
personnel of the Receiving Party's parent, subsidiary or affiliate companies having a need to know;
(iii) to the personnel of the Receiving Party's consultants and attorneys having a need to know; or (iv)
to the extent necessary to comply with law or the valid order of a court of competent jurisdiction
including, without limitation, the California Public Records Act, provided that the Receiving Party must
provide written notice to the Disclosing Party to enable the Disclosing Party to seek a protection order.
Everbridge is informed and understands that City is a public entity that must comply with the
California Public Records Act.
4. Confidential Information remains the sole property of the Disclosing Party and all Confidential
Information furnished in written form (and all copies thereof) must be returned to the Disclosing Party
by the Receiving Party at the Disclosing Party's request. The Receiving Party's obligations under
Section 2 survives the return of Confidential Information pursuant to this Section 4.
5. The Disclosing Party represents and warrants that it may rightfully disclose the Confidential
Information to the Recipient without the violation of any contractual, fiduciary, or other obligation to any
person, and the Disclosing Party agrees to indemnify and hold harmless in full the Recipient and its
Representative against any and all damages, costs, and expenses (including attorney fees) incurred
by the Recipient, its Representative or by any such person in connection with the Disclosing Party's
breach of such warranty.
6. Neither party to this Agreement may without the written consent of the other party (i) make any news
releases, public announcements, or denial or confirmations of the same, concerning all or any part of
the discussions or negotiations between the parties, (ii) in any manner advertise or publish the fact
that the parties have entered into discussions or negotiations, or (iii) disclose any details of such
discussions or negotiations (whether or not confidential) to any third parties or (iv) disclose any service
performance, technical and security information of the other party to any third parties. Requests for
such consent must be directed to the signatories to this Agreement at the address indicated above.
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7. Neither party can acquire any intellectual property rights of the other, either directly or indirectly by this
Agreement, nor are any rights of ownership in the Confidential Information granted or conferred, by
license or otherwise, by this Agreement. The right granted with respect to the Confidential Information
hereunder is a limited right to use only for the purposes set forth in this Agreement.
8. Both parties hereby acknowledge to the other that a violation of this Agreement may cause severe
and irreparable injury, which injury is not adequately compensable by money damages. Accordingly,
in the event of a breach (or threatened or attempted breach) of this Agreement, either party is, in
addition to any other legal and equitable rights and remedies, entitled to seek immediate appropriate
injunctive relief, or a decree of specific performance of this Agreement.
9. If this Agreement is held by a Court to be invalid or unenforceable because it is too broad in any
respect, this Agreement may be narrowed by the Court to the extent required to be enforceable and,
as narrowed, be fully enforceable. Venue for any action arising from this Agreement is the Los
Angeles County Superior Court and, for any action involving federal diversity, the Federal District
Court for the Central District of Califomia. This Agreement will be interpreted in accordance with
California law.
10. This Agreement may be executed in one or more counterparts, each of which is deemed an original,
and all of which shall constitute one and the same instrument
11. Neither party may assign its rights and obligations under this Agreement to a third party without the
prior written consent of the other party; provided, however, that each party hereto may, upon written
notice to the other party, assign this Agreement and its rights and obligations hereunder to a
successor by consolidation or merger, to a purchaser of all or substantially all of such party's assets or
to any parent, subsidiary or affiliate, or any partnership in which such party, or any of its parents,
subsidiaries or affiliates is a general partner.
12. Neither party can export, directly or indirectly, any technical data acquired from the other pursuant to
this Agreement or any product utilizing any such data to any country for which the U.S. Government or
any agency thereof at the time of export requires an export license or other governmental approval
without first obtaining such license or approval.
13. This Agreement constitutes the parties' entire agreement concerning the subject matter hereof and
may be amended or modified only by a subsequent agreement in writing. A waiver, discharge,
amendment, modification, or termination of this Agreement or any of its provisions will be valid and
effective only if in writing, and expressly waiving, discharging, amending, modifying or terminating, and
executed by each of the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized
representatives as of the day and year first above written.
Evwbrldge, Inc.
By:
Name:
Title:
The C 7do
By. N me: Ja
Titre: City of l ty Manager
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