HomeMy Public PortalAbout2019_12_23_R189 Microsoft Non-Disclosure AgreementThe Town of
Leesburg,
Virginia
PRESENTED: December 23, 2019
RESOLUTION NO. 2019-189 ADOPTED: December 23, 2019
A RESOLUTION: AUTHORIZING TOWN STAFF TO EXECUTE A NON -DISCLOSURE
AGREEMENT WITH THE MICROSOFT CORPORATION
WHEREAS, the Town of Leesburg has been working with the Microsoft Corporation on a
project located within the Compass Creek development project; and
WHEREAS, the Microsoft Corporation is focused on reducing the opportunity for proprietary
information to be released to possible competitors and/or the general public; and
WHEREAS, the Town of Leesburg understands the need for this request and remains
committed to working with the Microsoft Corporation on this significant endeavor.
THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia that the Town
Manager is authorized to execute a Non -Disclosure agreement with the Microsoft Corporation, along
with select staff members as needed and at his discretion.
PASSED this 23rd day of December, 2019.
Kelly : ur'WTayor
Town of Leesburg
ATTEST:
Clerk of Council
LF\LeesburgRMS\Town_Clerk\Resolutions\2019\1223 Microsoft Non -Disclosure Agreement
Microsoft
Non -Disclosure Agreement
(Non -Standard)
Thls Non -Disclosure Agreement ("agreement") is between the parties signing below. "We," "us"
and "our" refer to both of the parties signing below and our respective affiliates.
TOWN OF LEESBURG, VIRGINIA ('Town")
MICROSOFT CORPORATION AND ITS
AFFILIATES ("Microsoft")
One Microsoft Way
Redmond, WA 98052-6399
USA
Sign:
Print Name:e----------
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Signature Date: (!t'� 2,e,
Microsoft Legal Contact: Alessandra Reyes (AREYES)
1. The purpose of this agreement. This agreement allows us to disclose confidential
information to each other, to our own affiliates and to the other's affiliates, under the following
terms. An "affiliate" is any legal entity that one of us owns, that owns one of us or that is under
common control with one of us. "Control" and "own" mean possessing a 50% or greater interest
in an entity or the right to direct the management of the entity.
2. Confidential information.
• What is included. "Confidential information" is non-public information, know-how
and trade secrets in any form that are designated as "confidential" " by Microsoft
and can be legally excluded from mandatory disclosure within the Town's discretion
under the Virginia Freedom of Information Act.
a. What is not included. The following types of information, however marked, are not
confidential information. Information that;
• Must be disclosed under the Virginia Freedom of information Act;
• Is, or becomes, publicly available without a breach of this agreement;
• Was lawfully known to the receiver of the information without an obligation to keep
it confidential;
• Is received from another source who can disclose it lawfully and without an
obligation to keep it confidential;
• Is independently developed; or
Agreement Number:
" I s a c o m m e n t o r s u g g e s t i o n o n e o f u s v o l u n t e e r s a b o u t t h e o t h e r '