4-2523-02062 NDA Exhibit - Dental .pdf

RFP No 2325-02062

Appendix III Dental Census 2025, Utilization Reports and Claims Summary

Confidentiality and Non-Disclosure Agreement

COOK COUNTY GOVERNMENT

Office of the Chief Procurement Officer

Request for Proposal (RFP) No. 2325-02062 for

EMPLOYER-SPONSORED DENTAL BENEFITS

Issued on xxxxx

Note: Proposers intending to submit a proposal for this RFP are required to execute and submit the attached Confidentiality and Non-Disclosure Agreement prior to being given access to Appendix III xxxxxxxxxxx

Executed Confidentiality and Non-Disclosure Agreements must be submitted via e-mail to xxxxx xxxxxxxxx

Please enter the following project name on the subject line of your e-mail “RFP No. (RFP) No. 2325-0206.”

RFP No. 2325-02062- EMPLOYER-SPONSORED DENTAL BENEFITS

Appendix III Dental Census 2025

.xls Confidentiality and Non-Disclosure

Agreement

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

REQUEST FOR PROPOSAL

RFP No. 2325-02062 -for-

EMPLOYER-SPONSORED DENTAL BENEFITS

This Confidential and Non-Disclosure Agreement (the “Agreement”) is made this _day of 2025, by and between hereinafter referred to as “the Proposer” and the County of Cook, a public body corporate of the State of Illinois, on behalf of Office of the Chief Procurement Officer, hereinafter referred to as “the County.”

The Proposer warrants and represents that it intends to submit a Proposal in response to the County's solicitation entitled Request for Proposal, RFP No. 2325-02062, EMPLOYER-SPONSORED DENTAL BENEFITS ("RFP"). It will be necessary for the County to provide the Proposer with access to certain confidential information ("Confidential Information") including, but not limited to, demographic information, employee numbers and identifying information concerning County's eligible employees' enrollment in dental insurance plans. This information includes data that is considered Protected Health information as defined in 45 C.F.R. 160 103, Health Insurance Portability and Accountability act of 1996 ("HIPAA"), AS AMENDED. All such information provided by the County during this Procurement process shall be considered Confidential Information regardless of the form, format, or media upon which or in which such information is contained or provided, regardless of whether it is oral, written, electronic, or any other form, and regardless of whether the information is marked as Confidential Information.

As a condition for its receipt and further access to the Confidential Information, Proposer agrees as follows:

1. Proposer will not copy, disclose, publish, release, transfer, disseminate or use for any purpose in any form any confidential Information received under the RFP, except in connection with the preparation of its Proposal to the RFP.

2. Proposer shall be liable for any violations by any of its employees who are provided or given access to confidential Information or any incidental access obtained by unauthorized persons while in its control.

3. Proposer shall abide by the following procedures in handling the County’s Confidential Information:

a. Upon receipt of the data, the Proposer will password protect the Confidential Information.

b. Proposer’s employees needing access to the County’s Confidential Information will be informed that:

i. they are not to share the password or the County’s Confidential Information with any unauthorized person;

ii. at the end of the solicitation process they will delete the County’s Confidential Information from any laptop, desktop or any other electronic shared system under their control and destroy any paper copies of such Confidential Information; and

iii. they must confirm to the Proposer that they have so deleted or destroyed the Confidential Information.

c. Files and passwords will be provided separately to appropriate users.

d. Proposer will maintain the list of persons granted access (access List) to the County’s Confidential

Information. Employees expected to have access to the County’s Confidential Information are to be listed in the chart on page 3. Proposer will update the list at the time it submits its Proposal.

4. Proposer shall destroy the Confidential Information, including any copies, remaining in its possession within the later of five (5) business days of the Cook County Board of Commissioner granting approval to the Cook County Chief Procurement Officer to enter into an execute a contract with a Proposer for EMPLOYER- SPONSORED DENTAL BENEFITS. Proposer acknowledges that the disclosure of the Confidential Information may cause irreparable harm to the County and agrees that the County may obtain an injunction to prevent the disclosure, copying, or other impermissible use of the Confidential Information. The County’s right and remedies hereunder are cumulative and the County expressly reserves any and all rights, remedies, .xls Confidentiality and Non-Disclosure claims and actions that it may have now or in the future to protect the Confidential Information and/or to seek damages for the Proposer’s failure to comply with the requirements of this Agreement.

5. In the event the County suffers any losses, damages, liabilities, expenses, or costs (including by way of example only, attorney’s fees and disbursements) that are attributable, in whole or in part to any failure by the Proposer or any employee of the Proposer to comply with the requirements of this agreement, Proposer shall hold harmless and indemnify the County from and against any such losses, damages, liabilities, expenses and/or costs.

6. This Agreement shall be governed by the laws of the State of Illinois. The Proposer irrevocably agrees that, subject to the County's sole and absolute election to the contrary, any action or proceeding in any way, manner or respect arising out of this Agreement, or arising from any dispute or controversy arising in connection with or related to this Agreement, shall be litigated only in courts within the Circuit Court of Cook County, State of Illinois, or the United States District Court for the Northern District of Illinois and the Proposer consents and submits to the jurisdiction thereof.

7. The individual signing below warrants and represents that they are fully authorized to bind the Proposer to the terms and conditions specified in this Agreement.

Proposer: _

By:

Print Name:

Title: _

Address: _

.xls Confidentiality and Non-Disclosure

PROPOSER’S EMPLOYEES WHO WILL BE GIVEN ACCESS TO CONFIDENTIAL INFORMATION

Printed Name, Business Address, Telephone and Email of Employee

Signature of Employee Date