regarding protection of Confidential Information under this Agreement shall survive termination of the Agreement. 6. This Agreement shall not be construed as a teaming, joint venture or other such arrangement; rather, the parties hereto expressly agree that this Agreement is for the purpose of protecting Confidential Information only. 7. If any terms and conditions of this Agreement are held to be invalid or unenforceable as a matter of law, the other terms and conditions of this Agreement shall not be affected and shall remain in full force and effect. The terms and conditions of this Agreement are severable. 8. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. The Tennessee Claims Commission or the state courts in Tennessee shall be the venue for all claims, disputes, or disagreements arising under this Agreement. The Company acknowledges and agrees that any rights, claims, or remedies against the State of Tennessee or its employees arising under this Agreement shall be subject to and limited to those rights and remedies available under Tenn. Code Ann. §§ 9-8-101 - 407. 9. Nothing in this Agreement shall be construed to convey to Company any right, title or interest or copyright in the Confidential Information, or any license to use, sell, exploit, copy or further develop the Confidential Information. 10. This Agreement contains the entire understanding between the parties relative to the protection of Confidential Information and supersedes all prior and collateral communications, reports, and agreements between the parties in respect thereto. No change, modification, alteration, or addition to any provision hereof shall be binding unless in writing and signed by authorized representatives of both parties. IN WITNESS WHEREOF, this Confidentiality Agreement has been duly executed by the parties hereto as of the date first set forth above. The State of Tennessee Company Department of Finance & Administration Strategic Technology Solutions By: By: Name: Name: Title: Title: Date: Date:
regarding protection of Confidential Information under this Agreement shall survive termination of the Agreement. 6. This Agreement shall not be construed as a teaming, joint venture or other such arrangement; rather, the parties hereto expressly agree that this Agreement is for the purpose of protecting Confidential Information only. 7. If any terms and conditions of this Agreement are held to be invalid or unenforceable as a matter of law, the other terms and conditions of this Agreement shall not be affected and shall remain in full force and effect. The terms and conditions of this Agreement are severable. 8. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. The Tennessee Claims Commission or the state courts in Tennessee shall be the venue for all claims, disputes, or disagreements arising under this Agreement. The Company acknowledges and agrees that any rights, claims, or remedies against the State of Tennessee or its employees arising under this Agreement shall be subject to and limited to those rights and remedies available under Tenn. Code Ann. §§ 9-8-101 - 407. 9. Nothing in this Agreement shall be construed to convey to Company any right, title or interest or copyright in the Confidential Information, or any license to use, sell, exploit, copy or further develop the Confidential Information. 10. This Agreement contains the entire understanding between the parties relative to the protection of Confidential Information and supersedes all prior and collateral communications, reports, and agreements between the parties in respect thereto. No change, modification, alteration, or addition to any provision hereof shall be binding unless in writing and signed by authorized representatives of both parties. IN WITNESS WHEREOF, this Confidentiality Agreement has been duly executed by the parties hereto as of the date first set forth above. The State of Tennessee Department of Finance & Administration Strategic Technology Solutions Company By: By: Name: Name: Title: Title: Date: Date:
Event_31701-10702_Solicitation_Notice_and_NDA.docx