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
This is a Proprietary Information Agreement template issued by the County of Sacramento for use by consultants submitting proposals in response to the County's Request for Proposal for collection, recycling, and reporting of covered electronic waste (CEW), uncovered waste electronic devices (UWED), recyclable electric equipment materials (REEM), and universal waste (UWASTE). The agreement establishes the terms under which consultants may submit proprietary and confidential information necessary to respond to the RFP. The County will limit disclosure of proprietary data to personnel involved in evaluating proposals and monitoring contract services, but retains the right to disclose information as required by law or in response to Public Records Act requests. Consultants must execute the agreement and agree to defend and indemnify the County against any legal action resulting from the County's assertion of confidentiality claims. The agreement includes a general indemnification clause requiring the consultant to defend 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 any resulting agreement. The term of protection for proprietary data is specified as a blank number of years to be filled in at execution.
If a consultant fails to execute this agreement, the County reserves the right to grant Public Records Act requests related to the submitted proprietary data without restriction. The agreement explicitly reserves the County's sole discretion to determine whether to assert confidentiality claims on behalf of the consultant. This template protects the County from liability while enabling it to evaluate proposals that may contain sensitive business information, balancing the consultant's confidentiality interests against the County's public records obligations and operational needs related to the electronic waste recycling contract opportunity.
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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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