5-TB2640-PBM - Attachment B - Confidentiality and Non-Disclosure Agreement.docx
DOCX document 30 KB Posted
- Solicitation number
- TB2640-PBM
- Issued by
- Salt Lake County, Salt Lake City, Utah
About this file
This is a Confidentiality and Non-Disclosure Agreement issued by the Salt Lake City School District (SLCSD) in connection with their Request for Proposal for Pharmacy Benefit Management (PBM) services. The agreement requires all recipients to maintain strict confidentiality of District information and records, including personal information of employees, students, parents, and other individuals maintained in written or electronic files. Recipients acknowledge that they may have access to proprietary data, privileged material, and other confidential information during the performance of services and agree not to use, duplicate, or disclose such information without prior written permission from the District, except when required by judicial or administrative order. The confidentiality obligations survive the termination of services and remain in effect until the District provides written release.
The District reserves the right to seek injunctive relief and pursue civil or criminal sanctions for any breach of the agreement, and recipients are held responsible for all damages resulting from violations, including notification costs. The District recognizes that monetary damages would be inadequate compensation for breaches, establishing that unauthorized disclosure would cause irreparable injury. The agreement is governed by Utah state law and applies to all vendors responding to the SLCSD's PBM services solicitation, which requires technical proposals through the Bonfire/U3P system and price proposals through the RingmasterRx system. All questions must be submitted through official channels, and only authorized addenda constitute binding modifications to the procurement process.
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Text version
SALT LAKE CITY SCHOOL DISTRICT
Confidentiality and Non-Disclosure Agreement
This Confidentiality and Non-disclosure Agreement (the “Agreement”) is made and entered into this day of , 20 by and between the Salt Lake City School District
(the “District”) and (the “Recipient”) for the purposes of preventing the unauthorized disclosure of Confidential Information.
1. Confidentiality and Non-disclosure. Recipient agrees that all information, records and/or documents provided by the District and/or District information that Recipient has access to relating to the services provided shall remain confidential and that Recipient shall not make any unauthorized use or disclosure of any such information disclosed by the District. Confidential Information shall include, but not be limited to, personal information of employees, students, parents or others maintained by the District in written or electronic files.
2. Obligations of Recipient. Recipient acknowledges and agrees that in the course of the performance of services rendered, Recipient may be given access to, or come into possession of, confidential information of the District which information contains proprietary data, privileged material, or other Confidential Information. Recipient acknowledges and agrees, except if required by judicial or administrative order, trial, or other governmental proceeding pertaining to this matter, that it will not use, duplicate, or divulge to others any such information disclosed to Recipient without first obtaining the prior written permission from the District.
3. Term. The non-disclosure provisions of this Agreement shall survive the termination of any services performed by Recipient. Recipient’s duty to hold Confidential Information in confidence shall remain in effect until the District notifies the Recipient in writing, releasing the Recipient from this Agreement.
4. Remedies. Recipient agrees that its obligations hereunder are necessary and reasonable in order to protect the personal information maintained by the District, and expressly agrees that monetary damages would be inadequate to compensate the District for any breach of any covenant or agreement set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the District and that, in addition to any civil and/or criminal sanctions or penalties, the District shall be entitled to obtain injunctive relief against the threatened breach of the Agreement or the continuation of any such breach, without the necessity of proving actual damages. Recipient shall be responsible for all damages resulting from such violation, including but not limited to, the cost of notification.
5. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Utah.
Agreement as of the date first above written.
Salt Lake City School District [Recipient]
| Signature: | Signature: | Name: | Name: |
| Title: | Title: |
Address:
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