Attachment E.docx

Solicitation No. 5400026510

Solicitation No. 54000XXXXX Exhibit E Non-Disclosure AgreementTHIS NON-DISCLOSURE AGREEMENT (Agreement) is made as of this __ day of ______________, 2025, by and between the South Carolina State Fiscal Accountability Authority (SFAA) and ___________________________ (Recipient).

In connection with the limited purpose of preparation of offers in response to Solicitation #54000XXXXX (Approved Purpose), SFAA may disclose to the Recipient certain Confidential Information, as defined below.

“Confidential Information" is defined as all data, information, documents, reports, records, metadata, software, forms, and other materials furnished, disclosed, or made accessible by SFAA to the Recipient, either directly or indirectly, in connection with the Approved Purpose.

Confidential Information includes, but is not limited to, the following:

(a) Current Environment

(b) Security policies, procedures, and standards

(c) Operation Reports

(d) Equipment and architecture

(e) Customers and Services

(f) Third-Party contracts The parties agree as follows:

1. Recipient’s Responsibilities. The Recipient shall maintain the Confidential Information in accordance with the following terms and conditions:

(a) The Recipient shall not disclose Confidential Information to any third party without the express written authorization of SFAA;

(b) The Recipient shall take all necessary steps to protect the Confidential Information. The Recipient may disclose Confidential Information only to its employees, agents, consultants, and contractors on a need-to-know basis. The Recipient agrees that it shall not make copies of the Confidential Information in whole or in part except as necessary for the Approved Purpose described above. Recipient accepts responsibility for the acts or omissions of its employees and contractors with respect to this Agreement.

(c) The Recipient agrees to immediately notify SFAA, in writing, of any misuse, misappropriation, or unauthorized release of the Confidential Information or violation of this Agreement that may come to the Recipient’s attention; and

(d) Any oral discussions between SFAA and the Recipient, which relate to the Confidential Information shall be kept secret and confidential by the Recipient and are deemed to be Confidential Information.

2. Term. The Recipient’s duty to hold in confidence Confidential Information disclosed under this Agreement shall remain in effect indefinitely or until SFAA sends the Recipient written notice releasing it from its confidentiality obligations under this Agreement.

3. Standard of Care. The Recipient hereby agrees to hold all Confidential Information in strict confidence and to adopt or establish operating procedures and physical security measures that are necessary to protect Confidential Information from unauthorized disclosure or inadvertent release. The Recipient will take reasonable measures to avoid unauthorized disclosure or use of Confidential Information, including, at a minimum, those measures it takes to protect its own proprietary and confidential information.

4. Return of Confidential Information. The Recipient will promptly return, or certify destruction of (when applicable), all material embodying Confidential Information (in any form and whatever media including, without limitation, all originals, copies, notes, summaries, drawings, excerpts, or derivative information deriving therefrom) upon the earlier of (i) the completion of the Approved Purpose, (ii) termination of this Agreement, or (iii) SFAA’s written request.

IN WITNESS WHEREOF, the parties intending to be legally bound, have executed this Agreement as of the later date set forth below.

By: __________________________ By: ___________________________