Attachment K .pdf

EOG-RFP-23-02

LAS/PBS Data Application Migration

ATTACHMENT K – CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

EOG RFP # EOG-RFP-23-02

LAS/PBS DATA APPLICATION MIGRATION

By signing this Agreement, Respondent warrants and represents that it intends to submit a Proposal in response to EOG RFP # EOG-RFP-23-02, LAS/PBS Data Application Migration (“RFP”), released by the Executive Office of the Governor (“Agency”). In order to enable the Respondent to respond to the RFP, the Agency will provide Respondent with access to certain confidential information protected from disclosure by Chapter 119, Florida Statutes, section 282.318, Florida Statutes, or other relevant law, which may include but not be limited to hardware and software descriptions, network diagrams, and security tools (“Confidential Information”).

As a condition of its receipt and access to the Confidential Information described above, Respondent agrees as follows:

1. For purposes of this Agreement, "Confidential Information" includes all information or materials that are confidential or exempt from disclosure under Chapter 119, Florida Statutes, Chapter 282, Florida Statutes, or other relevant law. In the event Confidential Information is not marked or otherwise identified as such, it is the responsibility of the Respondent, in consultation with the Agency, to determine whether information received pursuant to this Agreement qualifies as Confidential Information, and to manage such information appropriately.

2. Respondent and its employees (which term, as used in this Agreement, includes agents/, subcontractors) that receive Confidential Information pursuant to this Agreement shall not copy, disclose, publish, release, transfer, disseminate, or otherwise use the information for any purpose other than to Proposal to the RFP.

3. Respondent will use appropriate safeguards to prevent the unauthorized use or disclosure of Confidential Information. Dissemination will only be to authorized recipients and should occur in a secure manner. Respondent will maintain a current and accurate list of authorized persons granted access to the Confidential Information.

4. The Respondent shall password protect the Confidential Information upon receipt thereof. The Respondent shall provide files and passwords separately to each authorized employee. The Respondent will inform all authorized employees who are given access to the Confidential Information not to share the password or the Confidential Information with any unauthorized person.

5. Respondent is responsible for any violations of this Agreement by any of its employees who fail to comply with the terms of this Agreement.

6. Respondent must report to the Agency any unauthorized access, use, or disclosure of the Confidential Information within three (3) calendar days of discovery thereof.

7. If Respondent receives a subpoena to which all or part of the Confidential Information in its possession is responsive, Respondent will confer with the Agency prior to providing a response.

8. Any employee of Respondent who is given access to the Confidential Information must first read this Agreement, then sign an Acknowledgement Agreement (Attachment NDA- 1), affirming his or her understanding of this Agreement. Attachment NDA-1 must be updated and provided to the Agency prior to providing any employee with access to the Confidential Information. It is Respondent’s responsibility to ensure its employees are provided a copy of this Agreement prior to authorizing the employee to access the Confidential Information.

9. Within five (5) business days following: (a) the Agency’s posting of its intent to award a contract; or (b) the conclusion of any and all legal proceedings, including bid protest(s);

whichever is later, Respondents who do not submit a proposal to the Agency, shall either return to the Agency or destroy all copies of the Confidential Information in its possession and provide a statement to the Agency certifying such.

10. Within thirty (30) business days following: (a) the Agency’s posting of its intent to award a contract; or (b) the conclusion of any and all legal proceedings, including bid protest(s);

whichever is later, Respondents who submit a proposal to the Agency, shall either return to the Agency or destroy all copies of the Confidential Information in its possession and provide a statement to the Agency certifying such.

11. Respondent shall be liable for any harm resulting from a violation of this Agreement by it or its employees, and any incidental access to the Confidential Information by unauthorized persons while the Confidential Information is under Respondent’s or it’s employee’s control.

12. Respondent acknowledges that the disclosure of the Confidential Information may cause irreparable harm to the Agency, the State of Florida, and their customers, and further acknowledges that the Agency’s rights and remedies for such irreparable harm under the law may be cumulative.

13. If the Agency suffers any losses, damages, liabilities, expenses, or costs that are attributable, in whole or in part, to any failure of Respondent or its employees to comply with the requirements of this Agreement, Respondent shall hold harmless and indemnify the Agency from and against any such losses, damages, liabilities, expenses, and costs.

14. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to achieve the underlying intent.

15. This Agreement is governed by the laws of the State of Florida. Any disputes arising under this Agreement must be brought before a Florida court of appropriate jurisdiction in Leon County, Florida.

The individual signing below warrants and represents that he or she is fully authorized to bind Respondent to the terms and conditions specified in this Agreement.

Respondent:

By:

Print Name:

Title:

Mailing Address:

In accordance with section 2.25 of the RFP, the Agency will send a downloadable link to access the RFP’s confidential exhibits to the following email address provided by the Respondent:

Email Address:

ATTACHMENT NDA-1: ACKNOWLEDGEMENT AGREEMENT

By signing this Acknowledgement Agreement, I understand that I will be given access to Confidential Information that is confidential or exempt from public disclosure pursuant to Chapters 119, Florida Statutes, Chapter 282, Florida Statutes, or other relevant law (“Confidential Information”). By signing this Acknowledgement Agreement, I further understand that I may not disclose Confidential Information and must comply with the requirements of the Confidentiality and Non-Disclosure Agreement executed by the party from whom I receive the Confidential Information.

Printed Name of the Individual Signature of the Individual Date