CM-10-12-235ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY.
Item Caption:
Ci Mana.er A . . royal Summar Sheet
Please use language provided on CAF
Approval Date: 10 -DEC -2010
Department: Information Technology & Communications
Project Manager: Daniel Saucedo
Item Summary:
Consider executing a Letter of Authorization -Customer Service Record and Mutual Nondisclosure agreement with TW
Telecom Holdings, Inc. To allow TW Telecom information allowing them to quote Voice Circuit Services.
Goal 8, Objective 8.6 Develop management information systems that enhance
interactions between employees, departments and customers to foster better
Strategic Plan Relevance: communication.
Cost: $0
Source of Funds:
REV. 3/8/10
Letter of Authorization — Customer Service Record
DATE: 11/5/2010
TO: att
�tw)telecom,.
The undersigned hereby authorizes tw telecom to request and receive the undersigned's Customer Service Record in
anticipation of the parties coming to agreement for the provisioning of local service. I understand that my Customer
Service Record may contain Customer Proprietary Network Information and I consent to the disclosure of such
information to tw telecom.
I understand that this letter is not an order for service and does not bind or commit me to any agreement for services.
att may deal directly with tw telecom as my agent and provide the requested records.
The undersigned releases att from any liability for providing this information.
FROM:
Customer Name: City of Round Rock
Customer Service Address: 221 East Main Street
City: Round Rock State: TX ZIP: 78664
Account (BTN) Telephone No(s): 512-218-5400
Associated Telephone No(s):
Authorized Customer Name:
(Please Print)
Authorized Customer Signature:
Telephone Number: 512-218-5400
aimby ers, CPA - &TIME/ C rn, ltGel~.
Ek -to -t2 -2s5
Version 2.1 Rev. 7/8/2008
tw telecom
Page 1 of 1
tw telecom MUTUAL NONDISCLOSURE AGREEMENT
This Agreement is made by tw telecom holdings Inc., a Delaware
corporation ("TWTC') and _City of Round Rock,a ("Customer"), Is
effective as of _November 5th_, 2010_ (the "Agreement"). TWTC
and Customer are exploring a possible business arrangement between
TWTC or one of its affiliates and Customer. In furtherance of the
parties' analysis and evaluation of such an arrangement, each party
has requested certain business, technical and other proprietary
information from the other party. In order to protect such information
from potentially harmful disclosure, TWTC and Customer agree as
follows:
1. "Confidential Information" includes only: (a) Information contained in
a document that Is marked as confidential by the party providing the
Information ("Provider") at the time of the disclosure; (b) information
communicated orally that Is identified as confidential by Provider at the
time of the communication; and (c) information that the party receiving
the information ("Recipient") knows or has reason to know is
confidential.
2. "Confidential information" does not include any Information that (a)
is generally available to the public, either at the time of the disclosure
or later, unless the information becomes publicly available as a result
of a wrongful disclosure by Recipient; (b) was furnished to Recipient
from a source other than Provider, provided that Recipient has no
reason to believe that such Confidential information was furnished to It
in violation of a separate confidentiality agreement between Provider
and another party, or (c) is independently developed by Recipient
without violating any of its obligations under this Agreement
3. Recipient may use Provider's Confidential Information solely for the
purpose of analyzing and/or evaluating entering into a possible
business arrangement with Provider, and in the event a business
arrangement is entered into, solely to be able to perform its obligations
thereunder ("Purpose"). Recipient may not disclose Provider's
Confidential Information to any other person or entity oxcopt to a
director, officer, controlling affiliate, employee, outside consultant or
advisor (collectively, "Representatives") who needs to know such
Confidential Information for the Purpose. (For purposes of this
Agreement, an entity shall be deemed to be a 'controlling affiliate' of a
party if it beneficially owns, directly or indirectly, at least 25% of the
outstanding voting equity of such party).
4. Before disclosing Confidential Information to any of its
Representatives, Recipient will inform such Representatives of the
confidential nature of the Confidential Information, and will advise them
of their duty to comply with the terms of this Agreement. In the case of
an outside consultant or advisor (other than counsel for Recipient),
Recipient will require such Representative to affirm In writing his or her
agreement to be bound by such a duty. Each party is responsible for
any breach of this Agreement by any of its Representatives.
5. If Recipient is legally compelled by any means (including
deposition, Interrogatory, request for documents, subpoena, civil
investigative demand or similar process) to disclose Confidential
Information, Recipient must make reasonable efforts to provide
Provider with prompt notice of such legal requirement prior to
disclosure so that Provider may seek a protective order or other
appropriate remedy. If such protective order or other remedy is not
obtained, Recipient will (a) furnish only that portion of the Confidential
Information that it is legally required to furnish and, (b) at the request of
Provider, use reasonable efforts to ensure that the party compelling
disclosure of the Confidential information will preserve its
confidentiality. Such "reasonable efforts" will be at the expense of
Provider.
6. If Provider requests in writing, Recipient will return to Provider
within 30 business days all copies of the Confidential Information in Its
possession, or certify within such period that it has destroyed such
Confidential Information. If Recipient has incorporated the other
party's Confidential Information into any internal memoranda or other
materials, Recipient's sole obligation with respect to such materials is
to redact or otherwise expunge all such Confidential Information from
such materials.
Revised 0.24-08
7. Whether or not a business arrangement is consummated, neither
party may issue a press release or make any public statement
concerning such business arrangement, negotiations between the parties
or even the cessation of discussions without the express prior written
consent of the other party.
8. Subject to the basic obligations and restrictions contained in this
Agreement, neither this Agreement nor discussions between TWTC and
the Customer about a possible business arrangement will impair the right
of either party to develop, make, use, procure, and/or market any
products or services, alone or with others, now or In the future, including
those which may be competitive with those offered by the other party.
9. Neither this Agreement nor discussions about a possible business
arrangement and related disclosures will obligate either party (a) to enter
into any further agreement with the other party, (b) to purchase any
products or services from the other party, or (c) to disclose any particular
information to the other party. Nothing In this Agreement implies any
partnership or Joint venture between the parties, or makes either party the
agent of the other.
10. In the event of any breach of this Agreement, the non breaching
party is entitled to all forms of equitable relief (including art injunction and
order for specific performance), in addition to all other remedies available
at law or In equity, subject to the following exceptions: (a) if Recipient
exercises a degree of care to prevent disclosure of the Confidential
Information that Is at least as great as the care it normally exercises to
preserve its own information of a similar nature, it is not liable for any
disclosure; and (b) in no event is either party liable to the other for any
indirect, punitive, special, or consequential damages.
11. Upon 30 days' written notice, either party may notify the other that it
no longer wishes to receive or provide Confidential Information. Any
Confidential Information provided by either party after the 30 day notice
period is not subject to the protection of this Agreement. Any Confidential
Information provided prior to that notice remains subject to the protection
of this Agreement for a period of three years from the date of the notice.
12. This Agreement shall be governed by the laws of the State of
Colorado, without regard to its choice of law provisions.
13. This Agreement constitutes the entire understanding between TWTC
and the Customer as to the Confidential Information that has been and
will be exchanged between them. It supersedes and replaces any and all
prior and contemporaneous discussions and/or agreements between
them regarding the treatment of Confidential Information. Signatures
exchanged by facsimile or by electronic communication in portable
document format (.pdf) are effective for all purposes hereunder to the
same extent as original signatures.
tw telecom holdings Inc.
B
Name:
Title: C-'
Address for notices:
10475 Park Meadows Drive
Littleton, Colorado 80124
CUSTOM
By:
Name: tMUY
Title: AcriNe7 C
Address for notices:
eRs , CPA
MirWett toe 12-
tw telecom confidential