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					                       Non-Disclosure Agreement
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                       Non-Disclosure Agreement
Name and Address of Company Executing this Agreement:

_______________________________________________

_______________________________________________

_______________________________________________


WHEREAS, the New York City Department of Information Technology and
Telecommunications (hereinafter referred to as the “Department”) issued a Project
Definition requesting proposals for the provision of System Integration (SI) Services for
the Emergency Communications Transformation Program (ECTP); and

WHEREAS, the Company executing this Agreement (hereinafter referred to as the
“Company”) is considering submitting a proposal or is an agent, representative, or
subcontractor of a company that is considering submitting a proposal in response to the
ECTP Project Definition; and

WHEREAS, the person executing this Agreement on behalf of the Company is the
person who is responsible within the Company for controlling access to all Confidential
Information provided under this Agreement; and

WHEREAS, the Department has agreed to provide the Company with information and
documents that the City of New York considers to be confidential (hereinafter referred to
as “Confidential Information”);

NOW, THEREFORE, the Company agrees as follows:

1. During the term of this Agreement, the Department agrees to provide the Company
with access to and copies of Confidential Information solely for the purposes of the
Company deciding whether to submit a proposal in response to the ECTP Project
Definition and/or preparing a proposal in response to the ECTP Project Definition.

2. Notwithstanding that the term of this Agreement may have expired, the Company
agrees to keep in confidence and prevent the use (except for purposes of this
Agreement) or the disclosure to any person or persons outside the Company, and limit
the disclosure inside the Company to employees who are directly involved in preparing a
response to the ECTP Project Definition and have entered into a Non-Disclosure
Agreement with the Department, of all Confidential Information provided to the Company
under this Agreement. Any person in the Company who the Company desires to be
given access to any Confidential Information must agree individually to the terms of a
non-disclosure agreement prescribed by the Department and, upon checking such


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person’s background following receipt of such agreement, the City must notify the
Company that it consents to such person being given access to Confidential Information
before the Company may give such person access to Confidential Information. If any
Confidential Information is included in the Company’s proposal, then those portions of
the proposal shall also be deemed to be Confidential Information.

3. Upon the Department’s request, the Company shall return all Confidential Information
received in written or tangible form, including copies, reproductions or other media
containing Confidential Information, within five (5) business days of such request. At the
Department’s option, any such Confidential Information may instead be destroyed by
Company. The Company shall provide a written statement to the City regarding
destruction within five (5) business days thereafter.

4. The Company shall provide the Department with immediate notice of any actual or
potential requirement of any court or agency to disclose Confidential Information and
shall permit the Department to seek a protective order or other law relief limiting such
disclosure and will cooperate with the Department in obtaining such relief.

5. It is agreed that a violation of any of the provisions of this Agreement will cause
irreparable harm and injury to the Department and the Department shall be entitled, in
addition to any other rights and remedies it may have at law or in equity, to an injunction
enjoining and restraining the Company from doing or continuing to do any such act and
any other violations or threatened violations of this Agreement.

6. The construction, interpretation and performance of this Agreement shall be governed
by and construed in accordance with the laws of the State of New York without regard to
any conflicts of law principles that would require the application of the laws of any other
jurisdiction and subject to the exclusive jurisdiction of its federal or state courts in New
York. Any suit brought by either party against the other party for claims arising out of this
Agreement shall be brought in the Supreme Court of the State of New York, New York
County, or, if applicable, the United States District Court for the Southern District of New
York.

7. This Agreement may be executed originally or by facsimile, and when so executed
shall be deemed to be an original. It shall become binding when executed by both
parties.

8. The rights, obligations, and other interests of the Company shall not be assigned by
the Company, in whole or in part, without the prior written consent of the Department
and any purported assignment of same shall be void. This Agreement shall be binding
on successors and permitted assigns of the parties.

9. This Agreement is the entire agreement between the parties with respect to
nondisclosure of Confidential Information pertaining to the conduct of business stated
above and supersedes all prior agreements and understandings with respect to this
subject. This Agreement may be amended only by written agreement executed by both
parties.

10. The parties hereto shall perform their respective obligations hereunder without
charge to the other.


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11. The term of this Agreement, during which time the Confidential Information may be
provided, shall be for a period of twelve (12) months from the effective date hereof. This
Agreement shall survive the completion of the procurement process and shall apply
whether or not the Company proposes or is selected for Contract Award.

12. The effective date of this Agreement is March 30, 2004.

13. The person signing this Agreement on behalf of the Company shall be the
responsible person in the Company for controlling access to all Confidential Information
provided under this Agreement.

Signature of Authorized Employee of the Company:


                 __________________________________________
                               Print Name


                __________________________________________
                               Signature

                __________________________________________
                                Date



Signature of Authorized Employee of the Department:


                 __________________________________________
                               Print Name


                __________________________________________
                               Signature


                __________________________________________
                                Date




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               Individual’s Non-Disclosure Agreement

Name and Business Address of Individual Executing this Agreement:




Name of Company that is Potential Proposer:

______________________________________________________

The New York City Department of Information Technology and Telecommunications
(DoITT) has issued a solicitation for a vendor to provide System Integration (SI) Services
for the Emergency Communications Transformation Program (ECTP).

I am one of the persons in my organization that is being given access to Confidential
Information and documents obtained from The City of New York. Unless I receive
express written permission from an authorized representative from DoITT to vary the
terms of this Agreement, I hereby agree to the following:

   1. I will keep all information in the solicitation document, the information and
      documents obtained from the City, and the information in my
      organization’s proposal in response to the solicitation document strictly
      confidential.
   2. I might be granted permission to visit facilities containing Confidential Information
      of the City. I will not remove any documents or material from such facilities and
      will not photograph, copy or otherwise record any documents, materials or
      information to which I may have access during my visit.
   3. I will not provide any information concerning this solicitation to any other person
      either within or outside my organization, except as necessary to prepare the
      Proposal or to decide whether to submit a Proposal.
   4. This Non-Disclosure Agreement shall remain in full force and effect even after
      the completion of the procurement process.
   5. This Non-Disclosure Agreement shall apply whether or not my organization
      proposes or is selected for contract award.
   6. It is agreed that a violation of any of the provisions of this Agreement will cause
      irreparable harm and injury to the Department and the Department shall be
      entitled, in addition to any other rights and remedies it may have at law or in
      equity, to an injunction enjoining and restraining me from doing or continuing to
      do any such act and any other violations or threatened violations of this
      Agreement.

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   7. The construction, interpretation and performance of this Agreement shall be
      governed by and construed in accordance with the laws of the State of New York
      without regard to any conflicts of law principles that would require the application
      of the laws of any other jurisdiction and subject to the exclusive jurisdiction of its
      federal or state courts in New York. Any suit brought by either party against the
      other party for claims arising out of this Agreement shall be brought in the
      Supreme Court of the State of New York, New York County, or, if applicable, the
      United States District Court for the Southern District of New York.
   8. This Agreement may be executed originally or by facsimile, and when so
      executed shall be deemed to be an original.


________________________________________                    _____ ___________, 2004
Signature of Individual                                      Date Signed



Soc. Sec. # ______-_______-_______




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