10-Attachment 11- Confidential Information Agreement.pdf

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Attachment 11

Confidentiality Information Agreement

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is made this

(Effective Date) between

(Respondent), with an office at and Milwaukee County (County), the Parties to this Agreement.

1. Purpose. Respondent wishes to submit a proposal in response to the competitive solici-tation Basic Life Insurance RFP-2026-004 (RFP). County wishes to accurately evaluate the responses it receives.

2. Representations.

a. Respondent represents that it did not participate in any part of the RFP develop-ment process and had no knowledge of the specific contents of the RFP prior to its issuance.

b. Respondent understands that it is required to meet the minimum qualifications to bid as set forth in the RFP and represents that it is qualified to perform the Ser-vices as set forth in the RFP.

c. Respondent understands that if selected as a result of this RFP, Respondent will enter into discussions with County with respect to a business relationship between

Respondent and County to perform the Services set forth in the RFP.

3. Confidential Information.

a. Personally Identifiable Information. In order for Respondent to provide an ac-curate response to the RFP, County must provide Respondent with personally identifiable information about County employees, including date of birth and gen-der.

b. Intellectual Property. Respondent may need to disclose information to County that is covered by copyright, patent, or trade secret. Copyrighted and patent pro-tected information is not considered a record under public records law. Trade Se-cret protected information, as defined by Section 134.90(1)(c) of the Wisconsin

Statutes, may be exempt from disclosure under public records law. To the extent

Respondent discloses any information to County covered by copyright, patent, or trade secret such information must be clearly marked.

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c. Together the County’s PII and Respondent’s Intellectual Property constitute Con-fidential Information.

4. Use. The Parties agree to the following conditions concerning Confidential Information:

a. Receiving Party will not disclose Confidential Information to any non-party.

b. Confidential Information at all times remains the property of Disclosing Party.

c. The Receiving Party will only use Confidential Information for the purpose of responding to or evaluating the RFP.

d. Receiving Party agrees to treat Confidential Information as confidential and agrees to use an appropriate degree of care to prevent disclosure of Confidential

Information.

e. Confidential Information will be appropriately segregated within Receiving

Party’s files.

f. At the end of the term of this Agreement, Receiving Party will destroy or return all Confidential Information.

5. Indemnification. Respondent agrees to indemnify County against any claims brought against the County based on Confidential Information disclosed by Respondent in viola-tion of this Agreement.

6. Injunctive Relief. Parties acknowledges that the unauthorized use or disclosure of Con-fidential Information could cause irreparable harm to the Disclosing PArty. Accordingly, Receiving Party agrees that the Disclosing Party has the right to seek an injunction, with-out bond or other security, against any breach or threatened breach of this Agreement as well as the right to pursue any and all other rights and remedies available for such breach or threatened breach.

7. Term. This Agreement shall remain in effect from the Effective Date through December

31, 2029.

8. Continuing Effect. Sections 4, 5, and 6 of this Agreement shall remain in effect for seven years after the date this Agreement terminates.

9. Future Relationship. Nothing in this Agreement obligates the County to select Respond-ent under the RFP.

10. RFP Communications and Authorized Representative. To ensure fair and equal ac-cess to information about this RFP, all communications must be issued to Sara Torres via email to sara.torres@milwaukeecountywi.gov or the Euna Procurement Portal as in-structed in the RFP. Any unauthorized communication may be cause for disqualification.

Respondent designates the following Authorized Representative to make and receive all communications pursuant to this RFP:

Authorized Representative:

Name:

mailto:sara.torres@milwaukeecountywi.gov

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Title:

E-mail:

11. Notice. Notices delivered in connection with this Agreement must be in writing and deliv-ered to the address set out below. Parties may change this address by written notice deliv-ered to each other in accordance with this Agreement.

If to Respondent:

If to County:

Milwaukee County Procurement Division

600 North Plankinton Ave, Suite 600

Milwaukee, WI 53203 procurement@milwaukeecountywi.gov with a copy to sara.torres@milwaukeecountywi.gov

12. Public Records. County must comply with the requirements of Wisconsin’s public rec-ords law, including Section 19.36(3) of the Wisconsin Statutes. As such, County must make any records Respondent produces or collects under this Agreement available to the same extent as if the record were maintained by County. Respondent shall assist County in complying with any statutorily sufficient request for such records. Respondent must clearly mark any records that Respondent believes are exempt from Wisconsin’s public records law as such. County will provide Respondent with five business days’ notice before releasing any records that County determines to be disclosable, which Respondent marked as exempt from disclosure. Respondent shall indemnify County as to any action brought under Wisconsin’s public records law due to any of the following: (i) Respond-ent’s failure to maintain potentially responsive records for a period of three years; (ii)

Respondent’s failure to assist in producing responsive records; or (iii) Respondent’s as-sertion of any privilege or exemption to disclosing such records.

13. Severability. The provisions of this Agreement are severable, and the invalidity or lack of enforceability of any particular provision will not affect the validity or enforceability of the other provisions.

14. Waiver. The failure of either party to enforce any rights granted under this Agreement or to take action against the other party in the event of a breach shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

15. Merger. This Agreement constitutes the entire agreement between County and Respond-ent regarding the subject matter hereof, and supersedes any prior agreements and nego-tiations, whether oral, written, or implied.

16. Amendment. This Agreement may not be modified, amended, rescinded, canceled, or waived in whole or in part, except by written instrument signed by both of the parties.

mailto:procurement@milwaukeecountywi.gov mailto:sara.torres@milwaukeecountywi.gov

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17. Law and Venue. This Agreement shall be governed, interpreted, and enforced in accord-ance with the internal laws of the State of Wisconsin, without regard to its conflict of laws principles. Any litigation concerning the subject matter of this Lease shall be brought in the court of competent jurisdiction located in Milwaukee County.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective

Date written above.

Milwaukee County Respondent

By: By:

Name: Name:

Title: Title:

Approved as to Form:

By:

Office of Corporation Counsel