HomeMy Public PortalAbout073-2022 - HR - D5 Technology Solutions - Network Infractures & Security Support for IT •
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this o ' day of o /"// , 2022 and
referred to as Contract No. 73-2022, by and between the City Richmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and D5 Technology Solutions, 20 High Street, Hamilton, Ohio, 45011
(hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide consulting and professional services which shall
include, but shall not be limited to, information technology support of the City's network
infrastructure, security of the City's network infrastructure, and day-to-day support of the
information technology needs and goals (hereinafter the "Project) for the Mayor's office, the
Human Resources Department, the Information Technology (IT) Department, and the City
administration, as overseen by the Mayor's office. Contractor's Proposal, received April 19,
2022, is attached hereto and marked as "Exhibit A" which exhibit consists of seven (7) pages, is
attached hereto, incorporated herein by reference, and made a part hereof. Contractor agrees to
abide by the same.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions,terms, or conditions of this Agreement,this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards. The Contractor shall furnish all labor, material, equipment, and services
necessary for the proper completion of all work specified.
If applicable, Contractor shall not modify or alter any standard warranty and nothing contained
herein shall prevent Contractor from providing any additional or supplemental warranty in
addition to that provided by any Manufacturer. Further, if applicable, Contractor shall provide
City with copies of its warranty upon receiving a written or verbal request to receive such
warranty.
Contract No. 73-2022
Page 1 of 7
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
SECTION III. COMPENSATION
City shall pay Contractor at the rate of One Hundred Dollars and Zero Cents ($100.00) per hour
as described on Contractor's Proposal for regular business hours and at the rate of One Hundred
Fifty Dollars and Zero Cents ($150.00) per hour as described on Contractor's Proposal for
weekend and non-business hours. Parties have agreed on an initial purchase block of two
hundred (200) hours which the City will pre-pay. Additional blocks of hours may be purchased
and pre-paid by the City in accordance with the terms of this Agreement at the rates described
herein or as later amended if necessary.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective as of April 15, 2022, and shall continue in effect until
completion of the Project or until the IT Department Director position is filled, whichever is
later.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice,whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
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d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination,the portion to be terminated.
This Agreement may also be terminated by the City if a force-majeure event occurs and the
results or aftereffects of said event causes the performance of this Agreement to become
impossible or highly impracticable. Said event or results or aftereffects of said event would
include events or effects which the parties to this Agreement could not have anticipated or
controlled. Examples of a force-majeure event, or its results, would include, but would not be
limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act
of Executive Enforcement of the Federal government,the State of Indiana, or local government.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance of this Agreement, either intentionally or negligently; provided, however, that
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this
Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set
forth below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub-contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
Coverage Limits
A. Worker's Compensation& Statutory
Disability Requirements
B. Employer's Liability $100,000
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C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and
shall, before commencing work under this Agreement,provide the City a certificate of insurance,
or a certificate from the industrial board showing that the Contractor has complied with Indiana
Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and
therefore subject to another state's worker's compensation law, Contractor may choose to
comply with all provisions of its home state's worker's compensation law and provide the City
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
to the City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shall consider the Contractor to be in
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breach of this Agreement and this Agreement will be terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the
City may allow this Agreement to remain in effect until the City procures a new contractor. If
this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10,Contractor, any sub-contractor, or any person acting
on behalf of Contractor or any sub-contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1,the Contractor agrees:
1. That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub-contractor, shall not discriminate
by reason of race, religion, color, sex, national origin or ancestry against any
citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
2. That Contractor, any sub-contractor, or any person action on behalf of Contractor
or any sub-contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex,national origin or ancestry;
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3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or
agents of the same from all liability for negligence which may arise in the course of Contractor's
performance of its obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any
previous discussion,negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
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In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF,the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY" "CONTRACTOR"
THE CITY OF RICHMOND, D5 TECHNOLOGY SOLUTIONS
INDIANA by and through its 20 High Street
Board of Public Works and Safety Hamilton, OH 45011
By: 71,(/4 � BY:
Vicki Robinson, President
By: Printed:
Emil Palmer, Member
By: _gAC‘ Title:
Matt Evans,Member
Date: —zg�2,02` Date: S 7 Zo'zZ
APPROVED:
ayor
Date: 7 (/ 2A 7/at2
Page 7 of 7
D5 Technology Solutions I Technology
milton Oh 45011 Ji, So1Utjoii '
20 High St Ha __ 1/1/2022
•
Managed Services Agreement
This AGREEMENT is made this 15 Day of April ,2022(the"Effective Date")by and
between D5 Technology Solutions(hereinafter referred to as"D5 Tech Sol.")and
City Of Richmond,Ind. (hereinafter referred to as"Customer")
WHEREAS,Customer desires for D5 Tech Sol. to provide services with regard to assessment,
installation,and/or operation of its computer system;and
WHEREAS,D5 Tech Sol. will provide services as hereinafter described subject to the terms and
conditions herein contained;
NOW THEREFORE,in consideration of the mutual promises contained herein,the parties hereby
agree as follows:
1. Services. D5 Tech Sol. agrees to provide the services described on the attached Exhibit(1),
which Exhibit is hereby incorporated by reference and made a part hereof.Additional services shall be
provided as requested in writing by Customer, and shall be expressly made subject to the applicable terms
of this Agreement.
2. Term & Termination,. This agreement shall remain in full force and effect for the
period and duration detailed below. The Term shall renew for an additional twelve-month period if either
party gives notice of renewal in writing of the Agreement to the other party at least thirty(30)days prior
to the end of the current contract Term. Customer may terminate this agreement or any work order,in
whole or in part,without cause,by giving D5 Tech Sol written notice of termination at least thirty(30)
days in advance, specifying the extent to which the agreement is so terminated and the date upon which
such termination becomes effective. Customer shall be liability for services rendered or expenses incurred
prior to the effective date of such termination and for which payment has not been made. Customer will
have no obligation to pay for any services performed or costs incurred by provider after the effective date
of termination.Upon termination of this Agreement,all licenses granted hereunder shall immediately
terminate and each party shall make reasonable efforts to deliver to the other party any and all property
belonging to such other party.
3.Eta Customer agrees to pay the fees detailed on the attached Exhibit(1)for products
and services.Additional fees for services requested in writing by Customer shall be agreed to by
Customer in writing and shall be payable as detailed in such agreement by Customer and subject to the
provisions of this Agreement.All fees for installation services and fees for services shall be payable as
they are incurred.All invoices shall be sent to Customer via email or U.S.Mail, and shall be due upon
receipt of invoice. Invoices not paid within Thirty(15)days of receipt are subject to late charges up to 2%
and loss of discounts.
4.Fee Increase. After the first 12 months of this agreement,D5 Tech Sol. may
increase fees payable hereunder at any time with sixty(60)days written notice(via U.S.Mail or email),
provided that Customer shall have the option to cancel this Agreement for a period of thirty(30) days
after receipt of notice of an increase in fees.
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EXHIBIT cA' PAGE \ OF `t
HI
D5 Technology Solutions Technology
20 High St. Hamilton,Oh 45011 J1 Solutions'` 1/1/2022
Managed Services (cont.)
5.Jrdware.All hardware purchased shall be the property of Customer.Any and all
manufacturer's warranties of equipment shall be the sole property of Customer. Customer hereby appoints
D5 Tech Sol. as its agent solely for the purposes of D5 Tech Sol. providing assistance in working with
manufacturers and other service providers to resolve/repair any hardware and equipment problems.
6. Software Licenses. Customer may purchase certain software licenses in connection with its
computer operations. Customer hereby grants to D5 Tech Sol. a limited nontransferable license for use of
such software for the purposes of setting up the operating system,support and maintenance as requested
by Customer.
7. 1)5 Tech Sol. Policies. If D5 Tech Sol. creates a Website or other printed or
computerized material(collectively referred to as"Website")for Customer, Customer hereby represents
that all materials provided to D5 Tech Sol. in connection with such Website is original material of
Customer or that Customer has the appropriate license or permission to use the material.
8.No-hire. Customer acknowledges and agrees that it will not, directly or indirectly,solicit,
engage,permit to be engaged or hire any D5 Tech Sol. employees to provide services for Customer
independently, as an employee of Customer or as an employee of a services provider other than D5 Tech
Sol. or otherwise during the term of this Agreement(including any renewals thereof) and for a period of
one(1)year thereafter without the prior written consent by D5 Tech Sol..If any D5 Tech Sol. employees
are hired or utilized by Customer, Customer shall pay D5 Tech Sol. A fee of fifty percent(50%)of the D5
Tech Sol. Annual Managed Services contract as determined by quantity and type of devices and users
supported by D5 Tech Sol at time of Employee hire.Payment of said fee shall be made by Customer
directly to D5 Tech Sol. upon employee's termination from D5 Tech Sol..
9.Relationship of Parties. The parties hereby specify that D5 Tech Sol.'s relationship to
Customer shall be that of an independent contractor and neither D5 Tech Sol nor its employees or other
representatives are authorized to make any representations or any commitment on Customer's behalf
unless previously authorized by Customer in writing.Neither party shall have the authority to bind the
other party.D5 Tech Sol has and hereby retains the right to exercise full control of and supervision over
the performance,employment,direction,compensation and discharge of any and all of D5 Tech Sol
employees,agents and subcontractors assisting in the performance of provider's obligations.
10. force Maleure. Any obligation of D5 Tech Sol. which is delayed or not performed due to
an act of God, strike,riot, shortage of labor or materials,war, declared or undeclared, laws,governmental
restrictions of any kind,or any other governmental action or inaction or any other cause beyond D5 Tech
Sol.'s reasonable control,shall not constitute a default hereunder and shall be performed within a
reasonable time after the end of the cause for delay or nonperformance.
11.Waivers and Amendments.Waiver by either party of any default by the other party shall not
be deemed a waiver of any other default.No provision of this agreement or any written work order or
change order shall be deemed waived,amended or modified by either party,unless such waiver,
amendment or modification is in writing and signed by the authorized representative of the party against
whom it is sought to enforce such waiver, amendment or modification.
12. Governing Law. This Agreement is made in and shall be governed by the laws of the State
of Ohio.
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EXHIBIT 1 PAGE 2 OF
D5 Technology Solutions Technology
20 High St. Hamilton, Oh 45011 MI Solutions 1/1/2022
Managed Services(cont.)
13.Assignment. This Agreement may not be assigned by either party without the written
consent of the other party.
14.Notices. Any notices required or permitted hereunder shall be sufficiently given if in
writing and hand delivered or sent by certified mail,postage prepaid, or sent via email,return receipt
requested,addressed or delivered as follows:
If to D5 Tech Sol.: D5 Technology Solutions
20 High St.
Hamilton,Ohio 45011
Attn: D5 Legal Department
Contracts aD5TechSol.com
If to Customer: To address set forth above
15.JJeadings. The headings of paragraphs contained in this Agreement are for convenience
only and they shall not, expressly or by implication, limit,define, extend or construe the terms or
provisions of paragraphs of this Agreement.
16.Severability. If any of the terms of this Agreement are held by a court of competent
jurisdiction to be null,void, or inoperative for any reason,or if any provision or term of this Agreement is
in violation of any applicable federal,state or local law,guideline,rule, or regulation,all such provisions
are severable and the remaining provisions of this Agreement shall retain full force and effect.
17.binding Effect. Except as otherwise provided for herein,this Agreement shall be binding
upon and inure to the benefit of the undersigned parties and their respective heirs, executors,
administrators,legal representatives, successors and assigns.
18. Confidentiality Agreement. See Exhibit(2)
19. Customer Facilities. Support services agreed upon in Exhibit(1)shall be provided at
all business locations owned and operated by Customer at time of Agreement or unless otherwise agreed.
Managed Services Agreement Term:
Thru
IN WITNESS WHEREOF,the parties hereto have set forth their signatures as of the day and year
first above written.
D5 Technology Solutions("D5 Tech Sol.") ("Custome
//T
By: Jonathan Driggs By: G�/
Signature: Signature: 1� .
Title: CEO Title: \OP
Page 13
EXHIBIT Or PAGE 3 OF 1
D5 Technology Solutions Technology
20 High St. Hamilton,Oh 45011 Solutions1/1/2022
Exhibit 1
Managed Services:
D5 Tech Sol will provide IT Support/Guidance for the Customer with primary focus of addressing
Network/Internet Security issues and goals. Actual Scope of work with be flexible as to address all the needs
of Customer.
Pricing is initially based on a Block Hour Model—Hours purchased will be decremented by time used by D5
Tech Sol employees. Block hours Do not expire and are not refundable. Initial block of hours will be
purchase/paid for in advance. Once depleted additional hours can be purchased as needed.
Support Hours
hours/mo. @ $100/hr
Hours/mo. @ $150/hr Weekend and afterhours
Initials:
Modified"Terms"
Section 2—Duration of the contract will Extend from Effective date to the point of a permanent
IT Director is Identified, Hired, and D5 Tech Sol passes all project work/documentation over to
Customer.
By: -4111111%11.tt.,.
Signature: �
Title: 16_41141Pki.•l
Customer Accounts Payable Contact Customer Technical Contact
Name: Name:
Phone: Phone:
Email: Email:
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E OF 7
EXHIBIT
PAG
D5 Technology Solutions Tec1rno1Qgy'
l.
SOUt]OTlS
20 High St. Hamilton,Oh 45011 J[ 1/1/2022
Exhibit 2
Non-Disclosure Agreement
This Non-Disclosure Agreement made and entered into as of this day 15 of April 2022,between"Customer".,and
D5 Technology Solutions(hereinafter referred to as D5 TECH SOL).
Whereas,both parties for their mutual benefit,desire that certain information be disclosed to each other for the following
objective:
Execution of an information technology services engagement(hereinafter,the"Project").
Now,therefore,both"Customer".and D5 TECH SOL agree that any information received by one party from the other shall be
governed by the following terms and conditions:
1 In pursuing the aforementioned objective, certain proprietary or company confidential information (hereinafter
termed Proprietary Information)may be exchanged between"Customer"and D5 Technology Solutions.The party
furnishing the Proprietary Information will be referred to as the disclosing party and the party receiving the
Proprietary Information will be referred to as the receiving party.
2. Proprietary Information is defined as information disclosed by either party during the course of the Project which is
considered by such party to be confidential and proprietary - including, but not limited to, technical or business
information about the disclosing party's processes, products, services, research and development, manufacturing,
purchasing,accounting and finance,engineering,marketing,merchandising and selling.Proprietary information,which
is disclosed in tangible or electronic form, shall be marked as being "Confidential," "Proprietary," or by any other
appropriate legend clearly indicating the confidential and proprietary nature of the information. Proprietary
Information,if first orally or visually disclosed,shall be identified by the disclosing party at the time of disclosure as
being disclosed in confidence and shall be reduced to tangible form and marked as contemplated above and such
tangible form shall be delivered to the receiving party within fifteen(15)working days after the date of first disclosure.
Proprietary Information includes such information regarding technical or business information about the disclosing
party's processes,products,services,research and development,manufacturing,purchasing,accounting and finance,
engineering, marketing, merchandising and selling which is not specifically disclosed but is made available to the
receiving party by the disclosing party,as a result,of the Project.
3. Proprietary Information that is disclosed pursuant to this Agreement,including the fact that such information has been
disclosed,shall not be disclosed to third parties,or used other than for the purposes of the Project,unless authorized
in writing by the disclosing party, or disclosed to others, except employees of the receiving party whose positions
necessitate such disclosure to facilitate the Project. Each receiving party represents that it has adopted reasonable
procedures and precautions for protecting confidential information and,when receiving such Proprietary Information
from the disclosing party, shall protect such Proprietary Information with the same degree of care that it regularly
employs to safeguard its own confidential and proprietary information from unauthorized use or disclosure. If the
Proprietary Information is reproduced,in whole or in part,the reproduction shall carry a proprietary notice or legend
similar to that appearing on the original. Except as limited below, the protection afforded by this Agreement shall
continue for a period of three (3)years from the date of the last disclosure notwithstanding any termination of the
Agreement as provided for in Paragraph 7.
Page
EXHIBIT PAGE 5' OF `1
D5 Technology Solutions Technology
20 High St. Hamilton,Oh 45011 � . Solutions 1/1/2022
........... ........
Non-Disclosure Agreement(Cont.)
4. The obligation and restrictions imposed by the preceding paragraph are limited as follows:
A. Neither party shall be liable for disclosure or use of such information as Proprietary Information as provided above
which:
i. Was at the time of receipt otherwise known to the party receiving it;
ii. Is or becomes publicly known through no wrongful act of the receiving party;
iii. Subsequently is developed independently by the receiving party;
iv. Becomes known or available without restriction to the receiving party from a source other than the
disclosing party,including the Government,and without breach of this Agreement by the recipient;
v. Becomes part of the public domain without breach of this Agreement by the recipient;
vi. Becomes available to the receiving party by inspection or analysis of products available in the
market;
vii. Is disclosed with the written approval of the disclosing party;
viii. Becomes available to a third party from the disclosing party on an unrestricted basis or to the
Government with unlimited rights;or,
B. Neither party shall be liable for the inadvertent or accidental disclosure of such information marked as Proprietary
Information as provided above if such disclosure occurs despite the exercise of the same degree of care as such
party normally takes to preserve and safeguard its own Proprietary Information.
5. No more than three(3)copies of any Proprietary Document may be made without written consent of the affected
party.
6. All Proprietary Information shall be exchanged only between the following representatives,or their designated
alternates as specified in writing:
D5 Technology Solutions Personnel "Customer".Personnel
Jonathan Driggs -
7. This Agreement shall terminate one(1)year from the date recited in the first paragraph of this Agreement(unless the
Agreement is terminated prior thereto);however,the parties'obligations with respect to the Proprietary Information
disclosed to it prior to the termination shall remain in effect in accordance with Paragraph 3 of the Agreement.All
Proprietary Information shall remain the property of the disclosing party and shall be returned immediately,together
with all copies thereof,upon written request of the disclosing party.
8 No rights or obligations other than those expressly recited herein are to be implied from this Agreement.In particular,
no license is hereby granted directly or indirectly under any patent or copyright now held by,or which may be obtained
by or which is or may be licensable by either party.
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1EXHIBIT P, PAGE (y OF 1 I
D5 Technology Solutions Technolo.gy
Solutions
20 High St. Hamilton,Oh 45011 1/1/2022
Non-Disclosure Agreement(Cont.)
9. The parties agree that this Agreement shall be deemed to have been executed in, governed by, and interpreted in
accordance with the laws of the State of Ohio and that this Agreement contains the entire understanding between the
parties relative to the protection of Proprietary Information and supersedes all prior and collateral communication,
reports and understandings,if any, between the parties. No changes, modifications, alterations, or additions to any
provision hereof shall be binding unless contained in writing signed by the parties hereto.
10. Through the receipt and use of Proprietary Information furnished pursuant to this Agreement,the receiving party
accepts and ratifies this Agreement in its entirety notwithstanding any defects in the execution thereof.
The authorized representatives of"Customer".and the D5 Technology Solutions agree to the terms above.The
effective date of the agreement shall be the latter date indicated below.
Executed as follows:
"Customer" D5 Technology Solutions
Jonathan Driggs
Name $2 Name
Signature Signature
CEO
Title Title
Date Date
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