3515R08 - Appendix O - Non Disclosure Authorization.pdf

APPENDIX O

NON-DISCLOSURE AUTHORIZATION

Appendix O Page 1 of 3

NON-DISCLOSURE AUTHORIZATION

This non-disclosure authorization agreement ("Authorization") is between the Pennsylvania Department of Transportation (PennDOT) and

("Company"), with a business address at

I. RECITALS

A. Company wishes to receive PennDOT’s conceptual insturmentation plans and reference information documents which are confidential (hereinafter collectively "Plans and Information") for the sole purpose of preparing a proposal to be submitted in response to the Request for Proposals Number 3515R08, Instrumentation and Monitoring of Pennsylvania's Bridges. This exchange includes all communication of Information between the parties in any form whatsoever, including oral, written and machine readable form, pertaining to the above.

B. Company wishes to receive the Plans and Information for the sole purpose of submitting a proposal in response to 3515R08, Instrumentation and Monitoring of Pennsylvania's Bridges.

C. PennDOT is willing to disclose the Information and Company is willing to receive the Plans and Information (as "Receiving Party") subject to the terms and conditions set forth herein.

Therefore, PennDOT and Company agree, as follows:

1. That the disclosure of Plans and Information by PennDOT is in the strictest confidence and thus Company shall:

a. (1) Not disclose to any other person the Plans and Information and (2) use at least the same degree of care to maintain the Information secret as the Company uses in maintaining as secret its own secret information;

b. Use the Information only for the above purposes;

c. Restrict disclosure of the Plans and Information solely to those employees of Company having a need to know such Information in order to accomplish the purpose stated above;

d. Advise each such employee, before he or she receives access to the Information, of the obligations of Company under this Authorization, and require each such employee to maintain those obligations;

e. Return to PennDOT all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of

Appendix O Page 2 of 3 the Information, or confirm to PennDOT, in writing, the destruction of such materials no later than the date and time identified in the RFP 3515R08, Calendar of Events, as the date and time the sealed proposals must be received by; and

f. Immediately upon sale of Company or merger of Company with a third party, return to PennDOT all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Plans and Information, or confirm to PennDOT, in writing, the destruction of such materials.

g. Hold the Commonwealth and the PennDOT harmless and indemnify the Commonwealth and the PennDOT, its officers, employees or agents harmless against all claims, demands, actions based upon or arising out of any activities performed under this document, including but not limited to those alleging infringement of patents or copyrights or misappropriation of trade secrets, for damages, costs, or expenses arising, or alleged to have arisen, from injury, death, property damage or any other cause as a result of any act or omission of the Company under this authorization.

2. This Authorization imposes no obligation on Company with respect to any portion of the Plans and Information received from PennDOT which (a)

(1) was known to the Company prior to disclosure by PennDOT and (2) as to which the Company has no obligation not to disclose or use it, (b) is lawfully obtained by the Company from a third party under no obligation of confidentiality, (c) is or becomes generally known or available other than by unauthorized disclosure, (d) is independently developed by the Company or

(e) is generally disclosed by PennDOT to third parties without any obligation on the third parties.

3. This Agreement imposes no obligation on Company with respect to any portion of the Plans and Information disclosed by PennDOT, unless such portion is (a) disclosed in a written document or machine readable media marked "CONFIDENTIAL" at the time of disclosure or any information provided by PennDOT inthe confidential folder on the PennDOT established website or (b) disclosed in any other manner and summarized in a memorandum mailed to the Company within thirty (30) days of the disclosure.

Plans and Information disclosed by PennDOT in a written document and/or machine readable media and/or marked "CONFIDENTIAL" includes, but is not limited to the conceptual instrumentation plans, inspection reports, photos, etc.

4. The Information shall remain the sole property of PennDOT or the originating agency.

5. In the event of a breach or threatened breach or intended breach of this Authorization by Company, PennDOT, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and

Appendix O Page 3 of 3 final injunctions, enjoining and restraining such breach or threatened breach or intended breach.

6. The validity, construction, and performance of this Authorization are governed by the laws of the Commonwealth of Pennsylvania.

7. The rights and obligations of the parties under this Authorization may not be sold, assigned or otherwise transferred.

8. agrees to indemnify, hold harmless and (if requested) defend PENNDOT, the Commonwealth of Pennsylvania, and its officers, agents and employees from any and all claims, suits, actions, judgments and losses accruing or resulting to any and all contractors, subcontractors, and any other person, institution or organization furnishing or supplying work, services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims, losses, costs, demands, expenses, and actions accruing or resulting to any person, institution or organization for injury, death, or property damage caused by the negligence of ______________________ or its employees in the performance of this Agreement and against any liability, cost and expense for violation of proprietary rights or rights of privacy arising out of the publication, translation, delivery, performance, use or disposition of _________product covered under this Agreement.

This Authorization is binding upon PennDOT and Company, and upon the directors, officers, employees and agent of each. This Authorization is effective as of the date of execution and will continue indefinitely, unless terminated by either party upon written notice. However, Company's obligations of confidentiality, indemnification and restrictions on use of the Information disclosed by PennDOT shall survive termination of this Agreement.

Pennsylvania Department of Transportation

By:

Name:

Title:

Date:

By:

Name:

Title:

Date:

Company