Attachment J - Confidentiality and Non-Disclosure Agreement.pdf

ATTACHMENT J

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

FDC-ITN-25-068

Operation and Management of Contractor-Operated Correctional Facilities

In connection with ITN-25-068 Operation and Management of Contractor Operated Correctional Facilities – Moore Haven 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: