APPENDIX “C” Confidentiality Non-Disclosure Agreement.pdf

APPENDIX “C”

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

REQUEST FOR PROPOSALS FOR PET WELLNESS AND PET INSURANCE

This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is entered into effective as of _____________ ___, 2026 (the “Effective Date”) by __________________, on behalf of itself and its affiliates (“Proposer”) and The City of Philadelphia, through the Office of Human Resources (“City”). The Proposer and City is hereafter referred to as a “Party” and, collectively, as the “Parties”.

The City’s Office of Human Resources is issuing a Request for Proposals (RFP) for Pet Wellness and Pet Insurance for its employees (“the Project” or “solicitation”);

Proposers interested in submitting a proposal in response to the RFP will have access to Confidential Information (as defined herein) in order to prepare a responsive proposal.

In connection with the RFP, the City is prepared to furnish Proposers with Confidential Information relating to certain employee demographic and identifiable data in order to assist them in preparing a proposal. Proposer must submit this signed Agreement as a condition to receiving the Confidential Information. The City also wishes to set forth the Parties’ understanding with respect to the provision, use, retention and return of such Confidential Information during and after the RFP solicitation; and, In consideration of the foregoing recitals and the agreements and covenants set forth herein, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all data and information set forth in the “RFP, Census File”, and any other employee demographic and identifiable data set forth in the RFP and its Appendices. In connection with the Project, the City will be providing the Proposer employee identifiable information under “Census File” or Protected Health Information (as defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations [“HIPAA”].

Any such Protected Health Information shall be used and disclosed only as permitted by applicable state and federal laws, including, without limitation, HIPAA. All such data provided by the City shall be considered Confidential Information regardless of the form, format, or media upon which or in which such information in contained or provided.

2. Exclusions. Confidential Information shall not include information (as demonstrated by contemporaneous documentation) that: (i) was known by the Proposer prior to its receipt from the City, without obligation of confidentiality; (ii) is or becomes public knowledge, other than through acts or omissions in breach of a confidentiality obligation; (iii) is developed by the Proposer independently of the Confidential Information received hereunder; or (iv) is lawfully obtained by the Proposer without any restriction on use and disclosure from sources independent of the City who have a lawful right to disclose such information without restriction

3. Ownership. The Proposer understands, acknowledges and agrees that all of the Confidential Information is the exclusive property of the City, is being disclosed solely for the purpose of enabling the Proposer to undertake preparing a proposal in response to this RFP, and is to be used only in such limited manner as specifically permitted by the provisions of this Agreement.

4. Confidentiality Obligations. Unless otherwise expressly permitted by this Agreement, or otherwise agreed to in writing by the City, the Proposer shall keep confidential and shall not publish or otherwise use or disclose for any purpose any Confidential Information, except in connection with preparing a proposal responsive to this RFP.

The Proposer shall notify the City promptly upon discovery of any unauthorized use or disclosure of Confidential Information. These confidentiality obligations shall survive the expiration or any earlier termination of this Agreement.

5. Permitted Use and Disclosure of Confidential Information. City agrees that the Confidential Information shall be used solely in order to fulfill City’s obligations related to the Project and shall not be used in any way directly or indirectly detrimental to the City or the proposed Project or otherwise be disclosed to any other person or entity. The Confidential Information, as well as all analyses, compilations, studies or other documents prepared containing or based, in whole or in part, on the Confidential Information, will be kept confidential and will not be disclosed, directly or indirectly, to any person or entity for any reason. The Proposer shall hold competitively sensitive Confidential Information in strict confidence.

6. Disclosures Required by Law. The Proposer may disclose Confidential Information if required by applicable law, rule, or regulation (including without limitation to comply with the order of a governmental agency or a court of competent jurisdiction); provided, however, that Proposer shall, to the extent permitted by law, promptly provide written notice thereof to the City, consult with the City with respect to such disclosure and provide the City with a reasonable opportunity to object to any such disclosure or to seek a protective order or other appropriate remedy. In the event that such protective orders or other remedies are not obtained, or that the City waives compliance with the provisions hereof, the Proposer agrees to furnish only that portion of the Confidential Information which is legally required to be furnished and to exercise its best efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.

7. Care and Return of Confidential Information. No later than five (5) business days after the posting of the contract award to the successful Proposer, the Proposer will destroy all copies of any analyses, data, compilations, studies or other documents prepared by City containing or based, in whole or in part, on any Confidential Information furnished in connection with this RFP.

8. Remedies. a.) The Proposer agrees and acknowledges that remedies at law or in equity for any breach of its confidentiality obligations hereunder are inadequate and that the City shall be entitled to equitable relief, including an injunction and specific performance, in the event of any breach or potential breach of the confidentiality provisions of this Agreement. b.) In the event the City suffers any losses, damages, liabilities, expenses or costs (including attorney’s fees) 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, the Proposer shall indemnify and hold harmless the City from and against any such losses, damages, liabilities expenses and/or costs. c.) Additional Rights and Remedies. The rights and remedies contained herein shall not be in lieu of, but shall be in addition to, any other rights and remedies of the City with regard to a breach by the Proposer.

9. Severability. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation, the latter shall prevail, provided, however, that any provision of this Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law, and the remainder of this Agreement shall not be affected thereby.

10. Waiver. Failure or delay to insist upon compliance with any provision hereof shall not operate as, and shall not be construed as, a waiver or amendment of such provision or a waiver of the right to insist upon compliance with such provision or to take remedial steps to recover damages or other relief for noncompliance. Any express waiver of any provision of this Agreement shall not operate and shall not be construed as a waiver of any subsequent breach, regardless of whether such breach occurs under similar or dissimilar circumstances. No term or provision of this Agreement shall be deemed to be waived unless such waiver is set forth in a written instrument signed by all of the Parties hereto.

11. Assignment. This Agreement shall be binding on and shall inure to the benefit of the Parties hereto, their legal representatives, successors, heirs and assigns; provided, however, that no Party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other Party to this Agreement.

12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

13. Amendment. Neither this Agreement, nor any provisions hereof, may be modified, amended, supplemented or altered except by the written consent of the Parties hereto.

14. Governing Law. The Parties hereby agree and acknowledge that this Agreement, and the rights, remedies and obligations of the Parties hereunder, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to any conflict of laws principles.

15. Authorization. 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.

[Signatures follow on the next page.]

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above written.

PROPOSER (on behalf of itself and its affiliates)

By: ______________________________________

Name: Title: _______________________________

Date: _____________________________________

THE CITY OF PHILADELPHIA

OFFICE OF HUMAN RESOURCES

By: _______________________________________

Name: Title: _______________________________

Date: _____________________________________