Attachment_5_-_Proprietary_Agreement.doc

DOC document 26 KB Posted

Attached to
Rancho Murieta Resilience Plan
Solicitation number
81741
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 consultant, pertaining to the Rancho Murieta Resilience Plan. The agreement outlines the terms for handling proprietary and confidential information submitted by the consultant in response to a Request for Proposal. The document allows the County to review and evaluate the proprietary data as necessary for the proposal process, with specific protections and limitations on disclosure.

The agreement requires the consultant to defend and indemnify the County against any potential legal actions related to the proprietary information, including public records act requests. The County retains the sole discretion to determine whether to assert confidentiality claims on behalf of the consultant. Key provisions include the consultant's commitment to protect the confidentiality of the submitted data, with the County permitted to use the information only for evaluation and monitoring purposes related to the Rancho Murieta Resilience Plan consulting services.

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Text version

ATTACHMENT

WRITTEN AGREEMENT TO INDEMNIFY FOR

RELEASE OF PROPRIETARY INFORMATION

PROPRIETARY INFORMATION AGREEMENT

BETWEEN

THE COUNTY OF SACRAMENTO AND

(CONSULTANT)

CONSULTANT, _______________________________________________, has provided the County of Sacramento (hereinafter referred to as "COUNTY") with certain information claimed by the CONSULTANT to be proprietary and/or confidential information (hereinafter referred to as "Proprietary Data"). Submittal of Proprietary Data by CONSULTANT to Agency is, in CONSULTANT'S opinion, necessary to fully respond to a Request for Proposal issued by COUNTY. CONSULTANT 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 CONSULTANT or as otherwise required by law. CONSULTANT 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, CONSULTANT 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.

CONSULTANT 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 CONSULTANT 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 CONSULTANT.

EXECUTED on this _____ day of _________________, 20__, in ___________________________.

By:

CONSULTANT

Title: _____________________________________

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