1-Appendix A - Non-Disclosure Acknowledgement.pdf

Appendix A: Non-Disclosure Acknowledgement

This Non-Disclosure Acknowledgement (“Acknowledgement”), is agreed to as of the date of Offeror’s signature below (“Effective Date”) as a condition of Offeror’s participation in the Request for Proposals for Managed Information Technology Services (the “RFP”).

Offeror acknowledges that MIDA may provide Offeror with access to protected records as defined by Utah Code §63G-2-305, and/or with certain confidential information related to MIDA’s security of property, record keeping systems, and information technology (“IT”) infrastructure and security under the terms of conditions of this Acknowledgement. These records and information shall be collectively referred to as “Confidential Information”.

MIDA hereto agrees to disclose and Offeror hereto acknowledges and agrees to receive Confidential Information as applicable in a manner consistent with the following provisions:

1. Confidential Information

The Parties anticipate that Confidential Information may be disclosed and received during the RFP process. Confidential Information is defined as: any information provided by MIDA to Offeror in connection with the RFP, except for documents, addenda, and information publicly posted on the RFP’s solicitation page on the Utah Public Procurement Place (“U3P”) website. Confidential Information includes, but is not limited to, protected records as defined by Utah Code §63G-2-305 and MIDA’s IT infrastructure and security protocols.

Offeror acknowledges and agrees that it will maintain the secrecy and confidentiality of all Confidential Information and agrees to use Confidential Information only for the purpose of responding to the RFP.

Offeror agrees to use measures to protect the secrecy and confidentiality of Confidential Information that are no less than reasonable under the circumstances, and will neither use nor disclose Confidential Information to anyone other than those who need to know Confidential Information for the purpose of responding to the RFP. Offeror agrees that it will be responsible for any breach of this Acknowledgement by any of its employees, agents, authorized representatives or permitted assignees or subcontractors.

Without prior written consent from MIDA, Offeror will not: (i) disclose to any person or entity the substance or import of the Confidential Information; (ii) use any Confidential Information to access or obtain additional information outside the purpose contemplated by this Acknowledgement; (iii) duplicate, distribute or otherwise reproduce Confidential Information in any way. Offeror will not remove a designation of confidentiality from any item or material containing Confidential Information.

Confidential Information does not include information that is: (i) is or becomes generally known and available to the public other than as a result of any breach by Offeror of this Acknowledgement; (ii) is subsequently learned from a third party who is under no obligation of confidentiality with respect to such information; (iii) was known by Offeror under no obligation of confidentiality prior to disclosure by MIDA hereunder; or (iv) was generated independently by Offeror without reference to MIDA’s information.

2. Ownership of Confidential Information

Unless otherwise specified in writing, all Confidential Information remains the sole and exclusive property of MIDA. Upon Offeror’s submission of a response to the RFP or MIDA’s request or within thirty

(30) days from the awarding of one or more contracts in response to the RFP, whichever comes first, Offeror agrees to promptly, and at its own expense: (i) redeliver to MIDA all copies of Confidential Information in Offeror’s possession, whether such information is in written, electronic, digital, or other form or format; (ii) destroy any and all analyses, compilations, studies, or other documents in any form or format that were prepared by or for the use of Offeror which contain or reflect any information; and

(iii) if requested, certify such destruction to MIDA in writing by an authorized officer of the Offeror who supervised such destruction.

3. Breach of Confidentiality

Offeror acknowledges and agrees that the remedy at law for any breach of confidentiality is inadequate and that, in addition to monetary damages, including but not limited to special, incidental, consequential or punitive damages, and any other available relief at law, whether based in contract, tort or otherwise, MIDA will be entitled to specific performance, injunctive relief or any other equitable remedy without the need to: (i) prove actual damages; and/or (ii) post any bond or other security deposit in connection with such remedy. Notwithstanding the foregoing, this Acknowledgement will not prohibit Offeror from disclosing any Confidential Information if required by an appropriate legal or regulatory authority, provided that, prior to any disclosure: (i) Offeror provides MIDA with prior written notice of the required disclosure so that MIDA may seek such protective order as it may deem appropriate; and (ii) disclosure of any Confidential Information is limited only to the extent legally required and Offeror uses its best efforts to obtain assurances that confidential treatment will be accorded such disclosed information.

4. Governing Law

The legal obligations imposed by this appendix will be governed and construed in all respects in accordance with the laws of the State of Utah without regard to its conflict of laws principles.

5. Term/Period of Performance

This acknowledgement shall be made effective prior to Offeror’s participation in the RFP Mandatory Pre-Proporsal Meeting, and shall continue in full force and effect for a period of one (1) year from the date of the Mandatory Pre-Proposal Meeting and shall continue in full force and effect with respect to all Confidential Information, whether or not Offeror is selected by MIDA and ultimately enters into a contract for services.

IN WITNESS WHEREOF, the Offeror acknowledges and agrees to this Appendix by its authorized signatory as indicated below.

[Signature block is on the following page]

Offeror

Signature

Printed Name

Offeror / Company Name

Date

Email Address*

*Answers to questions during the Q&A period will be emailed to this email address. Please ensure that it can accept emails from the midaut.org domain and it is written legibly.