Attachment 2 - SCDMV Non-Disclosure Agreement.docx
DOCX document 18 KB Posted
- Attached to
- DMV CREDENTIAL CONSULTING SERVICES
- Solicitation number
- 5400021649
- Issued by
- Richland County, South Carolina
About this file
This is a Non-Disclosure Agreement between the South Carolina Department of Motor Vehicles (SCDMV) and a receiving party for the purpose of DMV Credential Consulting Services. The agreement establishes the terms under which SCDMV will disclose confidential information to the receiving party. The receiving party must restrict use of the information solely to the stated purpose, limit disclosure to employees with a legitimate need to know, maintain confidentiality using at least a reasonable degree of care, and return or destroy all documentation containing the information within fifteen days of written request. The agreement is effective upon execution and automatically expires one year from the final execution date unless renewed by mutual written agreement, though confidentiality obligations survive termination. Either party may terminate with thirty days' written notice.
The agreement imposes significant data protection and compliance requirements on the receiving party. The receiving party must comply with all applicable federal and state statutes regarding personal information, including the Drivers' Privacy Protection Act, Fair Credit Reporting Act, Consumer Credit Protection Act, South Carolina Release of Licensing and Registration Information laws, Freedom of Information Act, and Family Privacy Protection Act. The receiving party must implement security awareness training for all employees with access to SCDMV data, emphasizing protection of personally identifiable information and requiring strong passwords with specific complexity standards. The receiving party must notify SCDMV immediately of any system breaches affecting the integrity of SCDMV data and must indemnify the department for all claims, damages, and costs arising from the receiving party's failure to comply with these obligations. The agreement is governed by South Carolina law with venue in Richland County Court of Common Pleas.
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Other files
| File | Type | Posted |
|---|---|---|
| Award Extension Notice #1.doc | DOC document | |
| Attachment 1 - Subcontractor Form.docx | DOCX document | |
| Award Posting Notice.doc | DOC document | |
| Solicitation.rtf | RTF text file |
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Text version
SOUTH CAROLINA DEPARTMENT OF MOTOR VEHICLES
NON-DISCLOSURE AGREEMENT
This non-disclosure agreement (“Agreement”) is between The South Carolina Department of Motor Vehicles (“SCDMV” or “Owning Party”) having a principal place of business at 10311 Wilson Boulevard, Blythewood, South Carolina 29016-9018 and ______________________ or (“Receiving Party”) having a principal place of business at ______________________________.
RECITALS
A. SCDMV wishes to disclose certain information pertaining to: ___________________________, respectively (the “Purpose”). 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 Purpose.
B. SCDMV wishes to exchange the information for the sole purpose noted above and each party regards certain parts of the Information it possesses to be secret and desires to protect those parts from unauthorized disclosure or use (such secret parts being hereafter collectively referred to as “Information”).
C. SCDMV (as “Owning Party”) is willing to disclose Information and __________ (as “Receiving Party”) will receive Information on the terms and conditions set forth herein.
AGREEMENTS
Therefore, SCDMV and ____________ as follows:
1. The Receiving Party will:
1. (1)Not disclose Information of Owning Party to any other person and (2)Use at least the same degree of care to maintain the Information confidential as Receiving Party uses in maintaining as confidential its own confidential Information, but always at least a reasonable degree of care;
1. Use the Information only for the above Purpose;
1. Restrict disclosure of the Information of the Owning Party solely to those employees of Receiving Party having a need to know such Information in order to accomplish the Purpose stated above;
1. Advise each such employee, before he or she receives access to the Information, of the obligations of Receiving Party under this Agreement, and require each such employee to maintain those obligations.
1. Within fifteen (15) days following written request of Owning Party return to Owning Party all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Information, or confirm to Owning Party, in writing, the destruction of such materials.
| 2. | The Information shall remain the sole property of Owning Party. | |
| 3. | OWNING PARTY MAKES NO 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, OWNING PARTY MAKES NO 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 OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. OWNING PARTY 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 RECEIVING PARTY. | |
| 4. | In the event of a breach or threatened breach or intended breach of this Agreement by either party, the other party, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to seek preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach. | |
| 5. | The Receiving Party will not export, directly or indirectly, any technical data acquired from Owning Party or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval, without first obtaining such license or approval. | |
| 6. | The validity, construction, and performance of this Agreement are governed by the laws of the State of South Carolina, and suit may be brought in South Carolina to enforce the terms of this Agreement. The parties agree that venue of any such suit is proper in the Court of Common Pleas of Richland County, South Carolina. | |
| 7. | The rights and obligations of the parties under this Agreement may not be sold, assigned or otherwise transferred. | |
| 8. | Neither the Receiving Party nor its employees will export, directly or indirectly, any technical data acquired from Owning Party or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval, without first obtaining such license or approval. | |
| 9. | To the extent that this agreement contemplates interface between Receiving Party’s computer system(s) and the computer system(s) of Owning Party, the Receiving Party and its signatory employees (i.e. all Receiving Party employees to be given access to SCDMV applications and SCDMV’s Phoenix System) acknowledge that Receiving Party will have access to Owning Party’s driver and registrant private information. The Receiving Party and all of its signatory employees certify that they will comply with all applicable Federal and State statutes and regulations pertaining to personal information disseminated by the Department which include but are not limited to: the Federal Drivers’ Privacy Protection Act; 18 U.S.C. §§ 2721 et seq., §607 of the Federal Fair Credit Reporting Act, Public Law No. 91-508; Title VI of the Consumer Credit Protection Act; S.C. Release of Licensing And Registration Information laws, S.C. Code Ann. §§ 56-3-510 to -540; the S.C. Freedom of Information Act, S.C. Code Ann. §§30-4-160, et seq.; and the S.C. Family Privacy Protection Act (FPPA), S.C. Code Ann. §§30-2-10 et seq. | |
| 10. | Receiving Party agrees to protect the Owning Party’s private information and data Receiving Party has access to under this contract from breach or from unauthorized use by Receiving Party’s employees, contractors, agents or representatives. In like manner, Receiving Party likewise agrees to protect the Owning Party’s private information and data Receiving Party may have previously received prior to entering this contract. “Private information” as used in this contract, shall have the meaning of that term as defined in the laws listed in paragraph 10., above, or any of them. | |
| 11. | The Receiving Party shall indemnify the Department for and against any and all claims, losses, damages, judgments, liabilities or similar costs and expenses which arise in whole or in part out of the acts or omissions of the Receiving Party with respect to or as a result of the Receiving Party’s failure to abide by the terms of this Contract, or for failing to protect the Owning Party’s private information from breach, including, without limitation, reasonable attorney fees, and all other costs of defending any such action or claim. For purposes of this paragraph, “Receiving Party” shall be deemed include any and all employees or persons given access to Owning Party’s data or information by Receiving Party, and any such employees or persons access to Owning Part’s data or information or such employees’ or persons’ actions involving Owning Party’s data or information shall be conclusively presumed to be within the employee’s or person’s scope of employment with the Receiving Party. | |
| 12. | Receiving Party agrees to notify the Owning Party immediately, in writing (by | email or fax as shown below) of any breach of its system that will or may impact the integrity of the Owning Party’s data or information. In no case shall such notice be provided later than 5:00 pm Eastern Standard, or Eastern Daylight time (as applicable) of any business day after the breach is discovered. The Receiving Party may advise of the breach by telephone but notice will not be deemed made unless provided in writing as stated in this paragraph. |
| 13. | This Agreement is binding upon both parties and upon the directors, officers, employees and agents of each. The Receiving Party will disclose information only to those employees who have a need to know the information in furtherance of the purpose and who are bound by written confidentiality obligations no less restrictive than those contained in this agreement. The Receiving party shall be responsible for any breach of this Agreement made by any such employees as if Receiving Party itself had committed such breach. Provisions regarding the protection of privacy apply to all signatories. This Agreement is effective as of the later date of execution and will automatically expire one year from the date of final execution or on that date in any succeeding year in which it has not been renewed by mutual written agreement, unless it is otherwise terminated on thirty (30) days written notice by either party. Receiving Party’s obligations of confidentiality and restrictions on use of the Information disclosed by Owning Party, however, shall survive termination of this Agreement. | |
| 14. | Data provided by the SCDMV may contain customer PII. If ____________ has any reason to believe that SCDMV data was accessed, disclosed, acquired without proper authorization or that SCDMV data has been in any way compromised, _________________ will alert the SCDMV immediately. |
________________ agrees to provide and document security awareness training for all employees/personnel with access to SCDMV data. As a minimum this training must emphasize the importance of protecting customer private information to include personally identifiable information (PII) against unauthorized disclosure. Training must also stress protecting passwords and accounts providing access to the SCDMV data. Emphasis will be placed upon the use of strong, non-dictionary passwords containing a combination of at least eight upper and lower case letters, at least one special character and at least one number. Emphasis must be placed upon not sharing passwords The South Carolina Department of Motor Vehicles By: _______________________
Name: _____________________
Date: ______________
(Company Name)________________________
By: _______________________
Name: ____________________
| Title: | ____________________ |
| Date: | ___________________ |
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