ACIC Non-Disclosure Agreement Form 2021 sigBC.pdf

NON-DISCLOSURE AGREEMENT

This Non-Disclosure and Confidentiality Agreement (this “Agreement”) is entered into as of this _____ day of ________________, 2021 (the “Effective Date”) by and between:

Disclosing Party: Arkansas Criminal Information Center

Receiving Party: __________________________________________________

1. Disclosing Party has issued a Request for Proposal (RFP) related to the creation of a

Sex Offender Management System.

2. Receiving Party has indicated an interest in responding to the aforementioned RFP.

3. To more accurately respond to the proposal, Receiving Party has requested access to the Disclosing Party’s current Operating Manual for review prior to submitting their response to the RFP.

4. Prior to submitting the Operating Manual for review to the Receiving Party, Disclosing

Party seeks to ensure the privacy and integrity of the Confidential Information contained in the Operating Manual by entering into this Non-Disclosure agreement.

5. Receiving Party agrees that provision of the Operating Manual by Disclosing Party is in no way exclusive to Receiving Party and that other parties expressing interest in responding to the aforementioned RFP will be afforded the same opportunity to review the Operating Manual provided said party requests access and is willing to enter into a similar Non-Disclosure Agreement.

6. Confidential Information: “Confidential Information” means all nonpublic information disclosed by a party or its officers, directors, agents, affiliates, subsidiaries and related parties that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, Arkansas Criminal Information Center Intellectual Property content. Confidential

Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the receiving party at the time of its receipt from the disclosing party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by the receiving party without reference to the disclosing party’s

Confidential Information.

7. Obligations: Each party may use the other party’s Confidential Information only in connection with provision or use of the Services or Work Product as permitted under this Agreement. Each party agrees not to disclose the other party’s Confidential

Information unless required by applicable Arkansas laws. Each party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of the other party’s Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature.

8. If either party is required by law or legal process (e.g., by interrogatories, requests for information or documents, subpoena, testimony, civil investigative demand or similar process) to disclose any Confidential Information, it will, to the extent not expressly prohibited by the law, immediately notify the other party in writing of such requirement, and cooperate with all efforts by the other party to seek an appropriate protective order or to object to such request prior to disclosing any Confidential

Information.

9. After termination or expiration of the Non-Disclosure Agreement, any Confidential

Information in physical or tangible form will upon request be returned to its owner or destroyed. In the event Receiving Party does not receive a request by the Disclosing

Party to return Confidential Information, the Receiving Party may destroy such

Confidential Information, to the extent allowed by law.

10. The Parties acknowledge that the disclosure of Confidential Information could cause the Disclosing Party harm. As a result, Disclosing Party will be entitled to seek any and all relief provided for in Arkansas law for any breach of this section.

IN WITNESS WHEREOF, Receiving Party and Disclosing Party have executed this agreement on the _____ day of _____________, 2021.

ARKANSAS CRIME ________________________

INFORMATION CENTER ________________________

(DISCLOSING PARTY) (RECEIVING PARTY)

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title