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HomeMy WebLinkAboutF13.0 Third Party Network Connections Attachment B Attachment: B — Section: F / 13.0 *VIT THIRD PARTY REMOTE ACCESS AGREEMENT TERMS AND CONDITIONS Object: To ensure that a secure method of connectivity is provided between City of Grapevine and <Company> and to provide guidelines for the use of network and computing resources associated with the Network remote access as defined below. Definition: "Network remote access" means one of the City of Grapevine connectivity options listed in Section B of the Network remote access Policy. 1 . Right to Use Network remote access: Company may only use the Network remote access for business purposes as outlined by the Third Party Remote Access Request - Information Requirements Document. 2. Network Security: 2.1 <Company> will allow only <Company> employees approved in advance by City of Grapevine to access the Network remote access or any City of Grapevine-Owned Equipment. Company shall be solely responsible for ensuring that Authorized Company Employees are not security risks, and upon City of Grapevine's request, Company will provide City of Grapevine with any information reasonably necessary for City of Grapevine to evaluate security issues relating to any Authorized Company Employee. Access to the Network remote access or any City of Grapevine-Owned Equipment 2.2 Company will promptly notify City of Grapevine whenever any Authorized Company Employee leaves Company's employ or no longer requires access to the Network remote access or City of Grapevine-Owned Equipment. 2.3 Each party will be solely responsible for the selection, implementation, and maintenance of security procedures and policies that are sufficient to ensure that (a) such party's use of the Network remote access (and Company's use of City of Grapevine-Owned Equipment) is secure and is used only for authorized purposes, and (b) such party's business records and data are protected against improper access, use, loss alteration or destruction. 3. Notifications: Company shall notify City of Grapevine in writing promptly upon a change in the user base for the work performed over the Network remote access or whenever in Company's opinion a change in the remote access and/or functional requirements of the Network remote access is necessary. 1 of 3 Revised: 02/01/2014 THIRD PARTY REMOTE ACCESS AGREEMENT TERMS AND CONDITIONS 4. Payment of Costs: Each party will be responsible for all costs incurred by that party under this Agreement, including, without limitation, costs for phone charges, telecommunications equipment and personnel for maintaining the Network remote access. 5. Disclaimer of Warranties: NEITHER PARTY MAKES ANY WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6. Limitation of Liability: EXCEPT WITH RESPECT TO A PARTY'S CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN remote access WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM ANY DELAY, OMISSION OR ERROR IN THE ELECTRONIC TRANSMISSION OR RECEIPT OF DATA PURSUANT TO THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 7. Confidentiality: The parties acknowledge that by reason of their relationship to each other hereunder, each will have access to certain information and materials concerning the others technology and products that is confidential and of substantial value to that party, which value would be impaired if such information were disclosed to third parties ("Confidential Information"). Should such Confidential Information be orally or visually disclosed, the disclosing party shall summarize the information in writing as confidential within thirty (30) days of disclosure. Each party agrees that it will not use in any way for its own account, except as provided herein, nor disclose to any third party, any such Confidential Information revealed to it by the other party. Each party will take every reasonable precaution to protect the confidentiality of such Confidential Information. Upon request by the receiving party, the disclosing party shall advise whether or not it considers any particular information or materials to be Confidential Information. The receiving party acknowledges that unauthorized use or disclosure thereof could cause the disclosing party 2 of 3 Revised: 02/01/2014 irreparable harm that could not be compensated by monetary damages. Accordingly each party agrees that the other will be entitled to seek injunctive and preliminary THIRD PARTY REMOTE ACCESS AGREEMENT TERMS AND CONDITIONS relief to remedy any actual or threatened unauthorized use or disclosure of such other party's Confidential Information. The receiving party's obligation of confidentiality shall not apply to information that: (a) is already known to the receiving party or is publicly available at the time of disclosure; (b) is disclosed to the receiving party by a third party who is not in breach of an obligation of confidentiality to the party to this agreement which is claiming a proprietary right in such information; or (c) becomes publicly available after disclosure through no fault of the receiving party. 8. Term, Termination and Survival: This Agreement will remain in effect until terminated by either party. Either party may terminate this agreement for convenience by providing not less than thirty (30) days prior written notice, which notice will specify the effective date of termination. Either party may also terminate this Agreement immediately upon the other party's breach of this Agreement. Sections 5, 6, 7, 8, 10.1 and 10.2 shall survive any termination of this Agreement. 9. Miscellaneous: 9.1 Severability: If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. 9.2 Waiver: The failure of any party to enforce any of the provisions of this Agreement will not be construed to be a waiver of the right of such party thereafter to enforce such provisions. 9.3 Assignment. Neither party may assign this Agreement, in whole or in part, without the other party's prior written consent. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement is for the benefit of and will be binding upon the parties' respective successors and permitted assigns. 9.4 Force Majeure: Neither party will be liable for any failure to perform its obligations in remote access with any Transaction or any Document if such failure results from any act of God or other cause beyond such party's reasonable control (including, without limitation, any mechanical, electronic or communications failure) which prevents such party from transmitting or receiving any Documents. 3 of 3 Revised: 02/01/2014