C-41-22-015-X-00 ASU NDA MARICOPA COUNTY_MILLER.PDF

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INTERGOVERNMENTAL AGREEMENT 
 
BETWEEN 
 
MARICOPA COUNTY 
[Administered by its Office of Enterprise Technology Department] 
 
and  
 
THE ARIZONA BOARD OF REGENTS for and on behalf of ARIZONA STATE 
UNIVERSITY 
 
 
THIS INTERGOVERNMENTAL AGREEMENT (“Agreement”) for provision of certain 
confidential or proprietary information is entered by and between Maricopa County, a political 
subdivision of the State of Arizona, administered by its Office of Enterprise Technology 
Department (collectively referred to as “County”), and the Arizona Board of Regents for and on 
behalf of Arizona State University (“ASU”) and ASU’s Decision Theater. Each Party will be 
designated as either the “Receiveing Party” or “Disclosing Party” and sometimes, collectively, the 
“Parties.” 
 
Therefore, in reliance on the commitments and obligations set forth herein, the Parties agree as 
follows: 
 
1. PURPOSE. The Parties are interested in disclosing to each other certain confidential or 
proprietary information for the purpose of a collaboration relating to the continuity of the 
economy in the event of a cyberattack or other interruption, with a pilot effort focused in 
Maricopa County (collectively, the “Purpose”). 
 
2. TERM.  This Agreement is effective on the date of the last signatory’s signature 
(“Effective Date”) and terminates one (1) year from that date (“Term”).  The Parties 
recognize that this Agreement shall commence upon the Effective Date and continue in full 
force and effect until termination in accordance with its provisions. The Parties may renew 
this Agreement for a one-year term as many times as is desirable. 
3. AUTHORITY 
a. Arizona Revised Statutes (“A.R.S.”) § 11-201(A) authorizes the Board of 
Supervisors to act on behalf of the County. 
b. A.R.S. § 11-952 authorizes the County and ASU, as public agencies, to enter into 
IGAs for joint cooperative action and agreement for the sharing of information. 
 
4. INFORMATION SHARING.  ASU will be disclosing certain proprietary information 
relating to organizing and categorizing data for sharing via a proprietary spreadsheet 
(“ASU Information”). Maricopa County will be disclosing certain information, including 
confidential information, relating to infrastructure networks, dependencies of one network 
on another, service flows, key dependents, points of contact for all facilities and networks,

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and information about recovery assets available by each facility operator for all larger 
organizations providing critical services in Maricopa County (e.g. water, power, food, 
telecom, security, medical)  (“County Information”) (ASU Information and the County 
Information are collectively referred to herein as “Information”). 
5. COLLABORATOR PERSONNEL. ASU will be working in collaboration with Northern 
Arizona University (“NAU”) and its employee, Ben Ruddell (“Collaborator Personnel”). 
Under this agreement, “Collaborator Personnel” means: faculty, employees, fellows, or 
students of an academic institution, which institution (a) has agreed to collaborate in the 
Project, (b) has faculty, employees, fellows, or students who have a need to use or provide 
a service in respect of the Data in connection with its collaboration in the Project, and (c) 
has been made aware of the terms of this Agreement and agreed to comply, and to cause 
its personnel to comply, with such terms. 
6. DISCLOSURE OF CONFIDENTIAL INFORMATION. The Parties may, at their 
discretion, disclose their respective Information to each other. The Parties may decline to 
produce Information, including but not limited to, information deemed confidential by 
A.R.S. § 39-126 (federal risk assessments of infrastructure) and § 39-126.01 (wireline 
telecommunications infrastructure information). To be protected hereunder, Information 
must be marked confidential if disclosed in written or other tangible form.  If Information 
is disclosed orally or visually, Information must be identified as confidential at the time of 
disclosure and reduced to writing, marked confidential, and transmitted to the Receiving 
Party within thirty (30) days of the initial disclosure.   
7. EXPORT CONTROLLED INFORMATION. The Disclosing Party agrees to give 
express advance written notice to the Receiving Party prior to providing any export 
controlled information, technology, software, equipment or know-how so the Receiving 
Party can take the appropriate measures to protect that information. All export controlled 
information, technology, software, equipment or know-how furnished by either Party shall 
be appropriately marked as “export controlled.” ASU shall have the right to refuse 
acceptance of export controlled information. 
8. INDEPENDENT CONTRACTORS. The relationship between the Parties is that of 
independent contractors, and no Party is the agent, employee, partner, or joint venture of 
any other Party.  Nothing in this Agreement will be construed to convey to either Party any 
right, title or interest in any Information provided by the other Party or any right, title, or 
interest in any intellectual property of the Parties, including but not limited to, processes, 
copyrights, or patents.  No license to the Receiving Party under any trademark, patent, or 
copyright is either granted or implied by the conveying of Information to the Receiving 
Party.  Neither Party will use any service marks, trademarks, logos, or other marks of the 
other Party without the express written approval of the other Party.   
9. RESTRICTIONS ON USE AND DISCLOSURE. Except as required by the Arizona 
Public Records Law, A.R.S. §§ 39-121 to -127, the Receiving Party will not use, or disclose 
to any third party, Information of the Disclosing Party in any manner except for the 
Purpose, and will require that its employees and agents (in the case of ASU, including 
employees of Skysong Innovations, LLC (“SI”)) who have access to such Information

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maintain the same in strict confidence subject to the same restrictions.  By way of example, 
but not limitation, the Receiving Party will not use Information of the Disclosing Party in 
connection with any patent application, for any commercial purpose, or for the benefit of 
any third party. The Receiving Party’s obligations regarding the Disclosing Party’s 
Information received pursuant to this Agreement survive for three (3) years from the date 
of termination of this Agreement. 
10. EXCEPTION TO USE RESTRICTIONS. The Receiving Party’s obligations not to use 
Information under paragraph 9 will not apply if the Receiving Party can show, with clear 
and convincing written evidence, that the Information of the Disclosing Party received 
hereunder: 
a. was already known to the Receiving Party prior to the time of first disclosure; or 
b. at the time of disclosure is in the public domain, or after the date of the disclosure, 
lawfully becomes a part of the public domain other than through breach of this 
Agreement by the Receiving Party; or 
c. is received in good faith, without any obligation of confidentiality from a third party 
having a legal right to disclose the same; or 
d. is independently developed by the Receiving Party by individuals without access to 
such information; or 
e. is required to be disclosed by the Receiving Party pursuant to a legally enforceable 
order, law, subpoena, or other regulation (“Order”), provided, however, that the 
Receiving Party promptly notifies the Disclosing Party in advance of such disclosure 
and discloses only that Information necessary to comply with said Order. 
 
11. RESULTS. If applicable, the Parties will notify each other of the results of their evaluations 
of Information within thirty (30) days after receipt thereof. 
12. NO WARRANTY. ALL INFORMATION IS PROVIDED “AS IS” AND WITHOUT 
WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY SORT, EXPRESSED OR 
IMPLIED. 
13. NO OBLIGATION TO RETAIN SERVICES. This Agreement will not be construed to 
create any obligation on the part of either Receiving Party hereto to retain the other Receiving 
Party’s services or to compensate the other Receiving Party in any manner, except as may be 
set forth by a separate written agreement duly executed by authorized representatives of the 
Parties hereto. 
14. PUBLIC RECORDS. The Parties acknowledge that both are public entities subject to A.R.S. 
§§ 39-121 through 39-127 regarding public records.  Any provision regarding confidentiality 
is limited to the extent necessary to comply with Arizona law.    
15. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the 
Parties relating to the subject matter hereof, and no amendment or modification to this 
Agreement shall be valid or binding upon the Parties unless made in writing and signed by 
each Receiving Party.  This Agreement may be executed in counterparts, each of which shall 
be deemed an original.  Electronically transmitted and imaged copy signatures will be fully 
binding and effective for all purposes.

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16. AMENDMENTS. Any modification or amendment to the terms and conditions of this 
Agreement must be made by mutual written agreement signed by authorized signers for the 
Parties, including a new termination date. 
17. TERMINATION. Either Party may terminate this Agreement at any time without cause by 
giving the other Party ninety (90) calendar days’ written notice (“Termination”).  Termination 
will be effective on the next day after expiration of the above described ninety (90) day time 
period to include any County or City holiday, and any weekend day. Partial termination is 
prohibited.  
18. CONFLICT OF INTEREST. Pursuant to A.R.S. § 38-511, either Party may cancel this 
Agreement without penalty or obligation, if any person significantly involved in initiating, 
negotiating, securing, drafting, or creating this Agreement on behalf of the terminating Party 
is at any time while the Agreement, or any extension thereof is in effect, an employee or agent 
of the non-terminating party to the Agreement in any capacity with respect to the subject matter 
of this Agreement.  
 
*** Signature page to follow ***

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IN WITNESS WHEREOF, the undersigned executing this Agreement on behalf of each Party 
represent and warrant that he/she is duly authorized to execute and deliver this Agreement on 
behalf of each Party and that this Agreement is binding on said Party in accordance with its terms.  
The Parties enter into this Agreement as of the date of the last signature set forth below (“Effective 
Date”). 
 
MARICOPA COUNTY 
 ARIZONA STATE UNIVERSITY 
 
 
 
 
 
By: 
 
By: 
 
Chair 
Maricopa County Board of Supervisors
 
 
 
 
Date
 
Date 
 
Attest: 
 
Attest:  
 
 
 
 
 
Juanita Garza, Clerk of the Board
 
                                                                         Date
 
 
 
Date
 
 
Approved as to Form: 
Undersigned counsel has reviewed the foregoing Agreement pursuant to A.R.S. § 11-952(D) and 
have determined it is in proper form and within the powers and authority granted under the laws 
of this state to the County and ASU.  
 
 
 
Karen J. Hartman-Tellez                     Date 
Attorney for Maricopa County 
Attorney for ASU                                    Date