Attachment J - Confidentiality and Non-Disclosure Agreement.pdf
PDF 102 KB Posted
- Solicitation number
- ITN-12052
- Issued by
- Bay County, Florida
About this file
Attachment J is a Confidentiality and Non-Disclosure Agreement (NDA) issued by the Florida Department of Corrections (FDC) for the Operation and Management of Contractor-Operated Correctional Facilities, specifically related to the Bay Correctional Facility. The document outlines the terms and conditions under which a potential contractor may receive and handle "Restricted" information during the procurement process for ITN-25-002. The agreement requires the recipient to maintain strict confidentiality of any disclosed information, using it only for evaluation purposes, and prohibits reverse engineering or unauthorized disclosure.
The NDA stipulates that if the potential contractor decides not to proceed or is requested by FDC, all restricted information must be promptly returned. The agreement acknowledges that any breach would cause irreparable harm to FDC, entitling the department to equitable relief. Governed by Florida state law, the document allows for modification only in writing and provides for recovery of attorneys' fees and costs by the prevailing party in any dispute. The agreement remains in effect until the restricted information can be documented as falling under specific exceptions, such as being in the public domain or previously known without restriction.
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Text version
ATTACHMENT J
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
FDC-ITN-25-069
Operation and Management of Contractor-Operated Correctional Facilities
In connection with ITN-25-002 Operation and Management of Contractor Operated Correctional Facilities – Bay 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:
File details come from the government source that posted it. Updated .