Attachment_A_Proprietary_Agreement.doc
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- Solicitation number
- 2026-PURB RFP-0006
- Issued by
- Sacramento County, San Francisco City, California
About this file
This is a Proprietary Information Agreement template issued by the County of Sacramento for use with consultants submitting proposals in response to requests for proposals. The agreement establishes the terms under which consultants may submit proprietary and confidential information as part of their proposal responses. The County agrees to limit disclosure of such proprietary data to personnel necessary for evaluating proposals and monitoring services, with a protection period specified by the parties. The agreement requires consultants to defend and indemnify the County against any legal actions resulting from the County's assertion of confidentiality claims if subpoenaed or subject to Public Records Act requests. Consultants must also provide comprehensive indemnification protecting the County, its Board of Supervisors, officers, directors, agents, employees, and volunteers from all demands, claims, actions, and liabilities arising from performance of the agreement. If a consultant fails to execute the agreement, the County reserves the right to release proprietary data in response to Public Records Act requests without restriction.
The agreement grants the County sole discretion to determine whether to assert confidentiality claims on behalf of the consultant, meaning the County is not obligated to protect submitted proprietary information regardless of the consultant's assertions. The indemnification clause is broad and applies regardless of fault or causation, extending to all losses, damages, and reasonable attorneys' fees. This template is a standard protective mechanism for the County designed to limit its liability exposure related to confidentiality disputes while preserving the County's obligations under California Public Records Act requirements. Consultants responding to the electronic waste collection and recycling RFP would need to execute this agreement if they submit any information they consider proprietary or confidential.
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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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