HomeMy WebLinkAboutF13.0 Third Party Network Connections Attachment: D Section: F Number: 13
Attachment 1
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.
3.1 <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
3.2 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.
3.3 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
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access or whenever in Company's opinion a change in the remote access and/or
functional requirements of the Network remote access is necessary.
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
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party acknowledges that unauthorized use or disclosure thereof could
cause the disclosing party 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 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 effect 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 Assi nom. 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.
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