Attachment H - KRS Confidentiality Agreement.pdf

ATTACHMENT H - CONFIDENTIALITY AGREEMENT

Kentucky Retirement Systems

Effective this 1st day of July, 2019, the Kentucky Retirement Systems ("SYSTEMS") and “CONTRACTOR”), agree as follows:

1. This Confidentiality Agreement outlines the responsibility of the CONTRACTOR regarding the confidential nature of access to SYSTEMS resources.

2. CONTRACTOR may be interested in obtaining information related to a particular area of the SYSTEMS' operations, in order to respond to one or more requests for proposal from the SYSTEMS. All such information, including, but not limited to, specifications, technical descriptions, expertise, information relating to techniques and processes, product or services information, information regarding any inventions, discoveries, developments, methods, trade secrets, software, databases, or innovations developed by or for SYSTEMS, and information which is used in SYSTEMS' business and is proprietary to, about, or created by SYSTEMS, including but not limited to financial and other business or market information, member information, personnel information, and other technical and business data, records and information, including but not limited to information and tangible items relating thereto (whether in tangible, verbal, written, or electronic form) is collectively referred to herein as the “Information.”

3. SYSTEMS may, in SYSTEMS' own discretion, provide to CONTRACTOR access to that portion of the Information which may be useful to CONTRACTOR for the sole purpose of reviewing the Information and drafting proposals in response to any request for proposal from SYSTEMS.

4. Should a contract be awarded, CONTRACTOR shall be granted appropriate access to the SYSTEMS’ documents, records, programs, files, and any pertinent data resource needed to fulfill its contractual agreement or to complete the services requested by the SYSTEMS. This access shall include confidential information only as SYSTEMS deems necessary. The CONTRACTOR shall maintain confidentiality and data integrity of said documents, records, programs, and data resources.

5. Confidential Information, for purposes of this agreement, means any information specific to individual member accounts administered by the SYSTEMS including, but not limited to, Social Security numbers, names, addresses, phone numbers, birth dates, beneficiaries, health insurance information, and/or Personal Identification Numbers (PIN). Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of disclosure by the SYSTEMS, (b) was available to the CONTRACTOR on a non-confidential basis prior to its disclosure by the SYSTEMS, (c) becomes available to the CONTRACTOR on a non- confidential basis from a source other than the SYSTEMS, or (d) has been or is independently developed by the CONTRACTOR.

6. CONTRACTOR acknowledges that information regarding SYSTEMS’ current, former, and retired members is confidential pursuant to KRS 61.661 and under no circumstances shall CONTRACTOR use, disclose, or permit third party access to any information regarding SYSTEMS’ current, former, and retired members.

7. CONTRACTOR shall not use any Information, except for the purposes for which CONTRACTOR is contracting, and shall not disclose to any third party such Information unless CONTRACTOR receives the prior written approval of the General Counsel of the SYSTEMS.

8. CONTRACTOR shall hold in trust and maintain as confidential all Information which has been or may hereafter be made available to CONTRACTOR, directly or indirectly, by SYSTEMS. The Information may not be copied by CONTRACTOR during the proposal process. After a contract is awarded, the CONTRACTOR to whom the contract is awarded may make copies of the information as needed with the SYSTEMS’ permission.

9. This Agreement is not assignable by CONTRACTOR.

10. CONTRACTOR agrees that all developments made and works created by them, or under their direction in connection with the SYSTEMS’ contractual agreement shall be the sole and complete property of the SYSTEMS and all copyrights and other proprietary interest therein shall belong to the SYSTEMS. CONTRACTOR agrees not to attempt to reverse engineer and agrees to assign all patent rights to any invention CONTRACTOR may make as a result of CONTRACTOR’s receipt of the Information to SYSTEMS.

11. Upon request from SYSTEMS, and in any event, upon the rejection of the proposal of the CONTRACTOR or the termination of the contract, CONTRACTOR shall return to SYSTEMS the Information and all other written information, documentation, memoranda, records, models, drawings, photos, data, samples, notes, computer programs, and any other documents (manual or electronic) pertaining to the SYSTEMS and the like which CONTRACTOR may have received relating to the Information and all copies of the same or any portions thereof. Title to all tangible objects containing any of the Information shall belong to SYSTEMS.

12. CONTRACTOR shall remove confidential information from their computer systems when work processes on behalf of the SYSTEMS are completed. Additionally, all drive space and media shall either be protected in an encrypted manner and/or wiped using an approved industry standard to ensure that the confidential data is not able to be recovered from the media. CONTRACTOR shall certify to SYSTEMS in writing that the removal has been completed.

13. Violations of this Agreement will result in immediate termination of the CONTRACTOR.

CONTRACTOR shall indemnify SYSTEMS for any and all damages or judgments resulting from a violation of this Agreement.

14. This agreement constitutes the entire understanding between the parties related to the confidentiality of Information. No amendment or modification of this Agreement will be valid unless in writing and signed by both parties.

15. A waiver of a breach of this Agreement shall not constitute a waiver as to any further breach or other breach. This Agreement shall be interpreted according to the laws of the Commonwealth of Kentucky, without regard to choice of law provisions. All disputes arising hereunder shall be litigated in the Franklin Circuit Court, situated in Franklin County, Kentucky, and CONTRACTOR hereby consents to jurisdiction and venue therein and hereby waives any right to object to jurisdiction or venue.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTOOD AND AGREED

TO THE TERMS AND RESTRICTIONS OF THIS AGREEMENT.

CONTRACTOR NAME HERE KENTUCKY RETIREMENT SYSTEMS

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