Attachment J - Confidentiality and Non-Disclosure Agreement.pdf
PDF 101 KB Posted
- Attached to
- Operation and Management of Contractor-Operated Correctional Facilities – Gadsden Correctional Facil
- Solicitation number
- ITN-11913
- Issued by
- Glades County, Florida
About this file
This document is a Confidentiality and Non-Disclosure Agreement (Attachment J) for Invitation to Negotiate (ITN) Number FDC-ITN-24-052, issued by the Florida Department of Corrections (FDC) for the Operation and Management of Contractor-Operated Correctional Facilities, specifically focused on the Gadsden Correctional Facility. The agreement outlines the terms under which a potential contractor may receive and handle restricted information related to the procurement process.
The agreement requires the recipient to maintain strict confidentiality of any restricted information, return all materials if not proceeding with the business relationship, and promptly notify FDC of any unauthorized information release. Key provisions include prohibitions against using or disclosing restricted information except under specific circumstances, such as information already in the public domain or previously known without restriction. The document is governed by Florida law and provides FDC with the right to seek equitable relief in case of a breach, emphasizing the sensitive nature of the information being shared.
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Text version
ATTACHMENT J
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
FDC-ITN-24-052
Operation and Management of Contractor-Operated Correctional Facilities
In connection with ITN-24-052 Operation and Management of Contractor Operated Correctional Facilities – Gadsden Correctional Facility, the Florida Department of Corrections (“FDC”) is disclosing to your business information, procedures, technical information, and/or ideas identified as “Restricted”.
In consideration of any disclosure and any restricted information provided by FDC, you agree as follows:
1. You will hold in confidence and not possess or use (except to evaluate and review in relation to the procurement) or disclose any Restricted information except information you can document (a) is in the public domain through no fault of yours, (b) was properly known to you, without restriction, prior to disclosure by FDC, or (c) was properly disclosed to you by another person without restriction, and you will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Restricted information. The foregoing does not grant you a license in or to any of the Restricted information.
2. If you decide not to proceed with the proposed business relationship or if asked by FDC, you will promptly return all Restricted information and all copies, extracts, and other objects or items in which it may be contained or embodied.
3. You will promptly notify FDC of any unauthorized release of Restricted information.
4. You understand that this statement does not obligate FDC to disclose any information or negotiate or enter into any agreement or relationship.
5. You acknowledge and agree that due to the unique nature of the restricted information, any breach of this agreement would cause irreparable harm to FDC for which damages are not an adequate remedy and that the FDC shall therefore be entitled to equitable relief in addition to all other remedies available at law.
6. The terms of this Agreement will remain in effect with respect to any particular restricted information until you can document that it falls into one of the exceptions stated in Paragraph 1 above.
7. This Agreement is governed by the laws of the State of Florida and may be modified or waived only in writing. If any provision is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. The prevailing party in any dispute or legal action regarding the subject matter of this Agreement shall be entitled to recover attorneys’ fees and costs.
Acknowledged and agreed on , 2024
By:
(Signature)
Name:
Company Name:
Title:
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