Attachment J.pdf

RFP #Z-90 - Consulting Services for Labor Standards

ATTACHMENT J - CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is between the New York State Department of Labor (“NYSDOL”), having its principal place of business at Harriman State Office Campus, Building 12, Albany, NY 12240 and the

__________________________ (“Contractor”), having its principal place of business at

__________________________. This agreement is signed in relation to the Services Agreement between the Contractor and NYSDOL, Contract No. _____________ (“Services Agreement”).

1. Definitions. For the purposes of this Agreement, the following terms shall be defined as follows:

I. Confidential Information

“Confidential Information” shall be defined to include any information that NYSDOL or the State of New

York (“State”), regardless of form or medium of disclosure (e.g., verbal, hard copy, or electronic) or source of information (e.g., NYSDOL, other state agencies, state employees, electronic systems, or third party contractors) provides to Contractor, or which Contractor obtains, discovers, derives or otherwise becomes aware of as a result of the Services Agreement other than:

(a) information that is previously rightfully known to Contractor without restriction on disclosure;

(b) information that is or becomes, from no act or failure to act on the part of the Contractor, generally known in the relevant industry or in the public domain; or

(c) information that is independently developed by Contractor without the use of Confidential

Information.

II. Authorized Person

“Authorized Person” shall be defined as a person, including any Contractor employee, agent or contractor specifically participating in the subject Services Agreement, authorized by NYSDOL as having a need to receive, possess, store, access, view, or use Confidential Information for an Authorized Use.

III. Authorized Use

“Authorized Use” shall be defined as the use of Confidential Information by Contractor or Authorized

Persons, solely for the purpose of performing the Services

Agreement.

2. Term

Contractor’s obligations under this Agreement shall commence upon the execution of this Agreement or the start of the Services Agreement, whichever occurs first, and shall survive in perpetuity.

3. Duty to Protect Confidential Information

Contractor agrees not to disclose Confidential Information to anyone, except as provided in this Agreement. In addition, Contractor shall safeguard all Confidential Information from unauthorized access, loss, theft, destruction, and the like. Contractor shall notify NYSDOL immediately upon becoming aware that confidential information is in the possession of or has been disclosed to an unauthorized person or entity.

4. Press Releases

Contractor shall not issue any press releases, give or make any presentations, or give to any print, electronic or other news media information regarding this Services Agreement - nor shall Contractor authorize or permit any other person or entity to do so - without NYSDOL’s prior written approval. Contractor shall immediately refer any media requests or other requests for information to NYSDOL.

5. Use Restriction

Contractor shall not receive, possess, store, access, view, or use Confidential Information for any purpose other than an Authorized Use. Contractor shall not permit unauthorized persons or entities to gain access to

Confidential Information and shall not divulge methods of accessing Confidential Information to unauthorized persons.

6. Security Obligations Regarding Confidential Information

Contractor agrees to comply with the following security obligations as well as any other such obligations conveyed to Contractor during the course of the Services Agreement in accordance with the scope of work:

a. Unless otherwise authorized by NYSDOL, Confidential Information may NOT be stored on personal (non-NYSDOL) computing or other electronic or mobile storage devices, or taken or removed in any form from NYSDOL.

b. Contractor shall comply with all federal and State laws.

c. Contractor shall comply with all State policies and procedures including but not limited to those that provide for accessing, protecting and preserving State assets.

d. Contractor shall take no action to intrude upon, disrupt or deny services to NYSDOL.

e. Contractor shall use only those access rights granted by NYSDOL.

7. Certification by Contractor of Return of Confidential Information

Upon termination of the Services Agreement, Contractor shall return Confidential Information stored in a tangible format to NYSDOL, or destroy such Confidential Information that Contractor possesses in a format that cannot be returned. Contractor shall submit to NYSDOL on Contractor’s letterhead, a Certification of

Return or Destruction of Confidential Information certifying that all copies of Confidential Information have been returned or destroyed.

8. Termination

Contractor’s Authorized Use of Confidential Information shall terminate automatically upon the first to occur of any of the following: (a) breach of this Agreement or (b) completion or termination of the Services

Agreement.

9. Compliance

In the event that Contractor breaches this Agreement, NYSDOL shall have all equitable and legal rights

(including the right to obtain injunctive relief) to seek redress for such breach, prevent further breaches and to be fully compensated (including litigation costs and reasonable attorney’s fees) for losses or damages resulting from such breach. Contractor acknowledges that compensation for damages may not be sufficient and that injunctive relief to prevent or limit any breach of confidentiality may be the only viable remedy available to NYSDOL.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

If any provision of Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the other provisions shall remain in full force and effect.

IN WITNESS WHEREOF, Contractor has signed this Agreement as of the date set forth below.

By:

Signature

Name

Date

Acknowledgment for Confidentiality & Non-Disclosure Agreement

STATE OF NEW YORK }

} SS

COUNTY OF ALBANY }

On the ___ day of _________ 2023, before me personally appeared

_____________________, to me known, who being by me duly sworn, did depose and say that he/she resides at __________________, that he/she is the

__________________ of the _____________ the corporation herein which executed the foregoing instrument; and that he/she signed his/her name thereto by authority of the board of directors of said corporation.

(Notary) _________________________________

Notary Public

Registration No.