ATT_6_-_Proprietary_Agreement.pdf
PDF 85 KB Posted
- Solicitation number
- 2023-GEN-0140
- Issued by
- Sacramento County, San Francisco City, California
About this file
This document is a Proprietary Information Agreement between the County of Sacramento and an unnamed contractor, designed to protect confidential information submitted as part of a Request for Proposal (RFP). The agreement outlines the terms under which the County may handle proprietary data submitted by the contractor, with specific provisions for maintaining confidentiality, limiting disclosure, and protecting the contractor's sensitive information during the evaluation of the proposal for the Reimagine North Watt Corridor Plan consulting services.
The agreement requires the County to restrict access to the proprietary data, using it only for evaluation and service monitoring purposes. The contractor agrees to defend and indemnify the County against any actions resulting from potential disclosure of the proprietary information, with the understanding that the County reserves the right to determine whether to assert confidentiality claims. The document includes provisions for the contractor to protect the County from any legal claims, demands, or actions arising from the use or potential disclosure of the submitted proprietary data.
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Text version
ATTACHMENT 6
WRITTEN AGREEMENT TO INDEMNIFY FOR
RELEASE OF PROPRIETARY INFORMATION
PROPRIETARY INFORMATION AGREEMENT
BETWEEN
THE COUNTY OF SACRAMENTO
AND
(Contractor)
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.
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
ATTACHMENT 6
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 _________________ 202_, in
By: ____________________ Contractor
Title: ____________________
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