3-Attachment F - Non-Disclosure Agreement Sample.pdf

ATTACHMENT F

NON-DISCLOSURE AGREEMENT SAMPLE

Procurement Maryland Judiciary – mdcourts.gov/procurement

THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made as of this _____ day of ________________, 20____, by and between Administrative Office of the Courts (“AOC”) and ______________________________________________ (Contractor”), a corporation with its principal business office located at _______________________________________________________________ and its principal office in Maryland located at _______________________________________________________________________.

RECITALS

WHEREAS, the Contractor and AOC have entered into Contract No. _________________________________ (the “Contract); and, WHEREAS, in order for Contractor to perform the work required under the Contract, or in the course of that work, the

Contractor, the Contractor’s subcontractors, and the Contractor’s and subcontractors’ employees and agents (collectively the

“Contractor’s Personnel”) may come into contact with information maintained or held by the Judicial branch of the Maryland government (“Confidential Information”) including the AOC and all courts, units and departments (collectively “the Judiciary”); and, WHEREAS, the Judiciary, in order to comply with the law, fulfill its various missions, and enhance the safety of participants in the judicial process, must ensure the confidentiality of certain information and, to that end, must act as the sole entity with the authority to determine which information held by the Judiciary may be disclosed to persons or entities outside of the Judiciary; and, WHEREAS, Contractor acknowledges that Contractor’s compliance with this Agreement is a condition of doing business with

AOC,

NOW, THEREFORE, Contractor agrees as follows:

1. “Confidential Information” includes any and all information provided by or made available by the Judiciary to Contractor’s

Personnel in connection with the Contract, regardless of the form, format, or media on or in which the Confidential Information is provided and regardless of whether any such Confidential Information is marked as such or disclosed deliberately or inadvertently. Such information is Confidential Information, whether or not its contents may also be gathered from other sources or may subsequently be disseminated to the public. Confidential Information includes, by way of example only, information that the Contractor’s Personnel sees, views, hears, takes notes from, copies, possesses or is otherwise provided access to and use of by the Judiciary, whether or not the information relates to the Contract or the Contract has placed the Contractor’s

Personnel in the position to receive the information. Confidential information further includes information both held by the

Judiciary and derived or created from information held by the Judiciary.

2. Contractor’s Personnel shall not, without the AOC’s prior written consent, copy, disclose, publish, release, transfer, disseminate, use, or allow access for any purpose or in any form, any Confidential Information except for the sole and exclusive purpose of performing under the Contract and except for disclosures to such Judiciary employees whose knowledge of the information is necessary to the performance of the Contract. Contractor shall limit access to the Confidential Information to

Contractor’s Personnel who: 1) have a demonstrable need to know such Confidential Information in order to perform

Contractor’s duties under the Contract and 2) have agreed with Contractor in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information. The names of Contractor’s Personnel are attached hereto and made a part hereof as Exhibit 1. With respect to information pertaining to the job performance, skills, or conduct of any Judiciary employee, the only person with the need to know such information is ______________________________________ and, except in cases of emergency involving imminent or actual bodily harm or significant property loss or damage, such information may only be disseminated to them, or, in their absence, to the State Court Administrator.

3. Contractor shall require each employee, agent, and subcontractor whose name appears on Exhibit 1 to sign a writing acknowledging receipt of a copy of, and agreeing to comply with the terms and conditions of, this Agreement. Subcontractors shall expressly agree to all terms applicable to Contractor. Accordingly, subcontractors must require their employees and agents to sign such a writing and must submit those individuals’ names to the Contractor for inclusion on Exhibit 1. Upon the

Procurement Officer’s request, Contractor shall provide originals of all such writings to the AOC. Contractor and subcontractors shall update Exhibit 1 by adding additional names as needed and shall ensure that no employee or agent handles

Confidential Information before that person has signed this Agreement. This Agreement shall not be construed to create an employment relationship between AOC and any of Contractor’s or subcontractors’ personnel.

4. If Contractor intends to disseminate any portion of the Confidential Information to non-employee agents who are assisting in

Contractor’s performance of the Contract or who will otherwise have a role in performing any aspect of the Contract, Contractor shall first obtain AOC Contract Manager’s written consent to any such dissemination. AOC’s Contract Manager may grant, deny, or condition any such consent, as it may deem appropriate in the AOC Contract Manager’s sole and absolute subjective discretion.

Procurement Maryland Judiciary – mdcourts.gov/procurement

5. Contractor shall hold the Confidential Information in trust and in strictest confidence, adopt or establish operating procedures and physical security measures, take all other measures necessary to protect the Confidential Information from inadvertent release or disclosure to, or theft by, unauthorized third parties, and prevent all or any portion of the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain the confidentiality of the

Confidential Information.

6. Contractor shall promptly advise the AOC Contract Manager in writing if Contractor learns of any unauthorized use, misappropriation, or disclosure of the Confidential Information by any of Contractor’s Personnel or the Contractor’s former

Personnel. Contractor shall, at its own expense, cooperate with AOC in seeking damages and/or injunctive or other equitable relief against any such person(s).

7. Upon the earlier of AOC’s request or termination of the Contract, Contractor shall, at its own expense, return to the AOC

Contract Manager, all copies of the Confidential Information, no matter how formatted or stored, in Contractor’s and/or

Contractor’s Personnel’s care, custody, control or possession.

8. A breach of this Agreement by the Contractor or noncompliance by Contractor’s Personnel with the terms of this Agreement shall also constitute a breach of the Contract. The termination of the Contract does not terminate Contractor’s obligations under this Agreement.

9. Contractor acknowledges that any failure by the Contractor or Contractor’s Personnel to abide by the terms of this Agreement may cause irreparable harm to the Judiciary and that monetary damages may be inadequate to compensate the Judiciary for such breach. Accordingly, the Contractor agrees that the AOC may, in addition to any other remedy available to AOC under

Maryland and any applicable federal law, seek injunctive relief and/or liquidated damages of $1,000 for each unauthorized disclosure. Contractor consents to personal jurisdiction in the Maryland State Courts and to the application of Maryland law, if AOC so elects in its sole discretion, irrespective of Maryland’s conflict-of-law rules. If the Judiciary suffers any losses, damages, liabilities, expenses, or costs (including, by way of example only, attorneys’ fees and disbursements) that are attributable, in whole or in part, to any failure by the Contractor or any of the Contractor’s Personnel to comply with the requirements of this Agreement, the Contractor shall hold harmless and indemnify the Judiciary from and against any such losses, damages, liabilities, expenses, and/or costs.

10. The parties further agree that 1) Contractor’s rights and obligations under this Agreement may not be assigned or delegated, by operation of law or otherwise, without AOC’s prior written consent; 2) the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall be construed to provide the broadest possible protection against the disclosure of Judiciary information; 3) signatures exchanged by facsimile are effective for all purposes hereunder to the same extent as original signatures; and 4) the Recitals are not merely prefatory but are an integral part hereof

Contractor:

SIGNATURE OF AUTHORIZED REPRESENTATIVE DATE

PRINT NAME OF AUTHORIZED REPRESENTATIVE

TITLE OF AUTHORIZED REPRESENTATIVE

Administrative Office of the Courts:

SIGNATURE OF AUTHORIZED REPRESENTATIVE DATE

PRINT NAME OF AUTHORIZED REPRESENTATIVE

TITLE OF AUTHORIZED REPRESENTATIVE