Appendix F - NON-DISCLOSURE AGREEMENT.doc

APPENDIX F

NON-DISCLOSURE AGREEMENT

This non-disclosure agreement ("Agreement") is between the Pennsylvania Department of Corrections ("DOC") and ("Company") a corporation, having a business address at ____________________________________________. This non-disclosure agreement will be accepted at the Mandatory Pre-Proposal Conference.

RECITALS

A. Company wishes to receive certain DOC health care policies and procedures, financial and operational information (hereinafter collectively "Information") pertaining to the Correctional Health Care Services RFP #6100019380. 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 Information for the sole purpose of submitting a proposal in response to Correctional Health Care Services RFP # 6100019380.

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

Therefore, the Company agrees, as follows:

1. That the disclosure of Information by DOC is in strictest confidence and thus Company will:

a. (1) Not disclose to any other person the 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, but always at least a reasonable degree of care;

b. Use the Information only for the above purposes;

c. Restrict disclosure of the 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 Agreement, and require each such employee to maintain those obligations;

e. Within fifteen (15) days following request of DOC, return to DOC all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Information, or confirm to DOC, in writing, the destruction of such materials; and

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

2. This Agreement imposes no obligation on Company with respect to any portion of the Information received from DOC which (a)(1) was known to the Company prior to disclosure by DOC 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 DOC 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 Information disclosed by DOC, unless such portion is (a) disclosed in a written document or machine readable media marked "CONFIDENTIAL" at the time of disclosure or (b) disclosed in any other manner and summarized in a memorandum mailed to the Company within thirty (30) days of the disclosure. Information disclosed by DOC in a written document or machine readable media and marked "CONFIDENTIAL" includes, but is not limited to, all the items, contained in the online secure portal (FTP site) set up for Correctional Health Care Services RFP #6100019380. Upon access to the secure FTP Site, Company thereby acknowledges receipt of the items contained therein.

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

5. DOC DOES NOT MAKE ANY REPRESENTATION WITH RESPECT TO AND DOES NOT WARRANT ANY INFORMATION PROVIDED UNDER THIS AGREEMENT, BUT SHALL FURNISH SUCH IN GOOD FAITH. WITHOUT RESTRICTING THE GENERALITY OF THE FOREGOING, DOC DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE INFORMATION WHICH MAY BE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. DOC SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER RESULTING FROM RECEIPT OR USE OF THE INFORMATION BY THE COMPANY.

6. In the event of a breach or threatened breach or intended breach of this Agreement by Company, the Company agrees that DOC, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach.

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

8. The rights and obligations of the Company under this Agreement may not be sold, assigned or otherwise transferred.

This Agreement is binding upon the Company, and upon the directors, officers, employees and agent of the Company. This Agreement is effective as of the later date of execution and will continue indefinitely, unless terminated on thirty (30) days written notice by either party. However, Company's obligations of confidentiality and restrictions on use of the Information disclosed by DOC shall survive termination of this Agreement.

(Company)

By:

Name:

Title:

Date: