ATT_4_Written_Agreement_to_Indemnify_for_Release_of_Proprietary_Information.pdf
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- Solicitation number
- 2023-RFP-0216
- Issued by
- Sacramento County, California
About this file
This document is a Written Agreement to Indemnify for Release of Proprietary Information between the County of Sacramento and an unspecified Contractor/Consultant. The agreement covers the protection of proprietary and confidential information submitted by the Contractor to the County in response to a Request for Proposal for Homeless Encampment Clean-Up and Disposal Services. The document outlines the terms under which the County may handle, evaluate, and potentially disclose the Contractor's proprietary data, with specific provisions for maintaining confidentiality and defending against public records requests.
The agreement requires the Contractor to defend and indemnify the County against any claims, actions, or liabilities arising from the disclosure of proprietary information, while reserving the County's right to determine whether to assert confidentiality claims. The document includes provisions for the County's limited use of proprietary data for evaluation and service monitoring purposes, and stipulates that if the Contractor fails to execute the agreement, the County may freely grant public records requests related to the proprietary data. The agreement is set for a specific number of years (with the exact term left blank) and provides a framework for protecting sensitive business information during the procurement process.
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Text version
Note: A final version of this document will be prepared by County staff upon request.
ATTACHMENT 4
WRITTEN AGREEMENT TO INDEMNIFY FOR RELEASE OF
PROPRIETARY INFORMATION BETWEEN THE COUNTY OF
SACRAMENTO AND ___________________________
(Contractor/Consultant)
Contractor _____________ has provided the County of Sacramento (hereinafter referred to as "County") with certain information claimed by the Contractor to be proprietary and/or confidential information (hereinafter referred to as "Proprietary Data"). Submittal of Proprietary Data by Contractor to County is, in Contractor's opinion, necessary to fully respond to a Request for Proposal issued by County. Contractor and County agree for a period of ___ years as follows:
1. The Proprietary Data is submitted to County based on the understanding that the County will not disclose such data to others outside the County, nor reproduce the contents of said Proprietary Data or provide copies thereof to others outside the County without authorization from Contractor or as otherwise required by law. Contractor claims proprietary/confidential rights in the contents of the Proprietary Data as a basis for preventing disclosure of the contents thereof to others.
2. The County may make such disclosure or reproduction of the Proprietary Data as is reasonably necessary or convenient to evaluate the response to the Request for Proposal and/or to provide, monitor and evaluate the services subject to the Request for Proposal.
3. Except as provided in Paragraph 2 above, if any person serves a subpoena or makes a Public Records Act request to review, or to be provided with, copies of the Proprietary Data or any part thereof, immediately upon notification thereof, Contractor agrees to defend and indemnify the County and its officers, agents and employees against any action resulting from the County asserting the confidentiality of such Proprietary Data.
4. Contractor shall defend, indemnify and hold harmless County, its Board of Supervisors, officers, directors, agents, employees, and volunteers from and against any and all demands, claims, actions, liabilities, losses, damages, and costs, including reasonable attorneys' fees, arising out of or resulting from the performance of this Agreement, regardless of whether caused by a party indemnified hereunder.
Note: A final version of this document will be prepared by County staff upon request.
5. If Contractor fails to execute this Agreement, the County, its officers, agents, and employees shall be free to grant a Public Records Act request relating to such Proprietary Data.
6. Notwithstanding this Agreement, the County reserves the right to determine, in its sole discretion, whether or not it will assert the claim of confidentiality on behalf of the Contractor.
EXECUTED on this _____ day of _________________ 2022, in
By: ____________________ Contractor/Consultant
Title: __________________
File details come from the government source that posted it. Updated .