Attachment_A_Proprietary_Agreement.doc
DOC document 27 KB Posted
- Solicitation number
- 2026-PURB RFP-0006
- Issued by
- Sacramento County, San Francisco City, California
About this file
Summary of Attachment A - Proprietary Information Agreement
This is a proprietary information agreement template issued by the County of Sacramento for use with consultants submitting responses to Requests for Proposal. The agreement establishes the terms under which consultants may submit proprietary and/or confidential information to the County. The document outlines that consultants claiming proprietary rights must execute this agreement to restrict the County's disclosure of submitted data to parties outside the County without authorization, except as necessary to evaluate proposals and monitor service delivery. The agreement specifies that the County may share proprietary data internally for proposal evaluation and contract management purposes, and requires consultants to defend and indemnify the County against any legal actions or Public Records Act requests seeking disclosure of the proprietary information. The agreement establishes that consultants must defend, indemnify, and hold harmless the County, its Board of Supervisors, officers, directors, agents, employees, and volunteers from all claims, actions, liabilities, losses, damages, and costs arising from performance of the agreement. Importantly, the County reserves the right in its sole discretion to determine whether it will assert confidentiality claims on behalf of the consultant, and if the consultant fails to execute the agreement, the County becomes free to grant Public Records Act requests relating to the proprietary data without restriction. The agreement is executed for a specified number of years as determined by the parties.
This template serves as a standard protective mechanism for the County of Sacramento when consultants submit sensitive business information during procurement processes. The agreement places the burden on consultants to defend against disclosure requests, protecting the County from liability while simultaneously reserving the County's discretionary authority over confidentiality assertions. The inclusion of this agreement as an attachment to the electronic waste recycling RFP indicates that proposers may need to execute this form if they submit proprietary pricing, operational procedures, or other confidential business information with their proposals.
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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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