Attachment J-1 Contractor Confidentiality and Nondisclosure Agreement.docx

9594CS22Q0022 Attachment J-1 Cable Television Services

CONTRACTOR CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

FOR

Insert Contract Number and Cable Television Services

This NONDISCLOSURE AGREEMENT (this “Agreement”) is made and entered into as of _________ , 2022 by and between the Court Services and Offender Supervision Agency (“CSOSA” or “Agency”) and ______________________________________(“Contractor”).

1. “Confidential Information” means all information disclosed by CSOSA to Contractor at any time, either directly or indirectly in writing, orally or by inspection of tangible objects, that arises from or in any way relates or pertains to CSOSA or its business including, without limitation, all information generated by Contractor, whether alone or through or in conjunction with third parties, based in whole or in part on such information. Confidential Information may also include but may not be limited to: information disclosed to Contractor by Agency employee(s) or third parties and all information covered by the Federal Privacy Act, 5 U.S.C. §552a, including D.C. Youth Records Confidentiality law, the D.C. Mental Health Act (D.C. Official Code§§ 7-1201.01 et seq. (2001 Edition)), the D.C. HIV/AIDS statute (D.C. Official Code§§ 7-302 and 7-1605 (2002 Edition)), drug/alcohol treatment records (42 C.F.R. Part 2); Freedom of Information Act (FOIA) (and D.C. FOIA (District of Columbia participants only). These Acts regulate the collection, maintenance, use and disclosure of personal and sensitive information by local and federal executive branch agencies such as CSOSA.

Confidential Information shall not, however, include any information which the Contractor can establish: (i) is or becomes publicly known and made generally available in the public domain through no action or inaction of Contractor; (ii) is already rightfully in the possession of the Contractor prior to the commencement of his/her employ and at the time of disclosure, as shown by Contractor through direct evidence immediately prior to the time of disclosure; (iii) is obtained by Contractor from a third party without a breach of such third party’s obligations of confidentiality; (iv) is independently developed by Contractor without use of or reference to CSOSA’s Confidential Information, as shown by documents and other competent evidence in Contractor’s possession; or (v) is required to be disclosed by a subpoena or order issued by a court of competent jurisdiction, provided that Contractor gives CSOSA prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

2. Limitations on Use and Disclosure. Contractor agrees not to duplicate or use any Confidential Information for any purpose except in furtherance of providing services to CSOSA. Contractor agrees that he or she shall take all measures necessary to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. Without limiting the foregoing, Contractor shall take at least those measures that Contractor takes to protect his or her own most highly confidential information. Contractor shall immediately notify CSOSA in the event of any unauthorized use or disclosure of the Confidential Information. Contractor shall not reverse engineer, disassemble or decompile any software or other tangible objects which embody CSOSA’s Confidential Information.

3. Copies. Contractor shall not make any copies of Confidential Information unless the same are previously approved in writing by the Office of the Director of CSOSA, Office of General Counsel, or expressly permitted hereunder. Contractor shall reproduce CSOSA’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

4. Video/Audio Recording. At no time shall Contractor videotape or audio record, any session, conversation or activity with an offender without written consent from the Office of the Director and the Office of the General Counsel. Any Podcasts developed throughout the duration of the contract is the sole and exclusive property of CSOSA.

5. No Obligation. Nothing herein shall obligate CSOSA or Contractor to proceed with or continue any transaction between them after the end of the contract period.

6. Return of Materials. All documents and other tangible objects (to include notes, pictures, audio tapes) containing or representing Confidential Information and all copies thereof which are in the possession of Contractor shall be and remain the property of CSOSA and shall be promptly returned to CSOSA upon CSOSA’s request.

7. No Rights. Nothing in this Agreement is intended to grant any rights to Contractor under any copyright of CSOSA materials, nor shall this Agreement grant Contractor any rights in or to Confidential Information except as expressly set forth herein.

8. Term. This Agreement shall survive until such time as all the Confidential Information becomes publicly known and made generally available through no action or inaction of Contractor.

9. Assignment. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall immediately and automatically transfer, and all rights, duties and obligations of CSOSA shall be fully assigned, to any successor CSOSA entity, effective on the date of formation, automatically and without the need for further documentation. Further, CSOSA may assign this Agreement upon notice to Contractor, but without the need for consent.

10. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. Except as otherwise expressly agreed in writing, this Agreement controls over any other agreement or provision relating to the subject matter hereof, regardless of whether such agreement was entered into before, after or contemporaneously with this Agreement.

11. Governing Law; Venue. This Agreement shall be governed by the laws of the District of Columbia, without reference to conflict of laws principles. Any dispute brought by Contractor must be brought in the federal court located in the District of Columbia, and each party hereby consents to the personal jurisdiction thereof.

13. Waiver; Amendment. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.

14. These provisions are consistent with and do not supersede, conflict with, or otherwise alter the Contractor obligations, rights, or liabilities created by existing statute or Executive Order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive Orders and statutory provisions are incorporated into this agreement and are controlling.

Each of the undersigned individuals represents and warrants that he/ she has read and agrees to be bound by the terms of this Agreement.