B_-_RFP_ATT_Proprietary_Agreement.pdf
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- Solicitation number
- 2025-PURB RFP-0054
- Issued by
- Sacramento County, San Francisco City, California
About this file
This is a Proprietary Information Agreement exhibit from the County of Sacramento related to an RFP for the Rio Cosumnes Correctional Center (RCCC) Campus Electrification Plan. The agreement establishes the terms under which consultants may submit proprietary and confidential information as part of their proposal response. The County agrees to restrict disclosure of submitted proprietary data to external parties and will limit reproduction and distribution to activities necessary for evaluating proposals and monitoring services under the resulting contract. The agreement specifies that consultants must defend and indemnify the County against any legal action resulting from the County's assertion of confidentiality claims, and that consultants are responsible for all defense costs and reasonable attorneys' fees. The agreement duration is to be specified by the parties and applies only to information that consultants formally claim as proprietary or confidential.
The agreement includes a critical provision stating that if a consultant fails to execute the agreement, the County reserves the right to fulfill Public Records Act requests for the proprietary data without asserting confidentiality protections. Additionally, the County explicitly retains sole discretion to determine whether it will assert confidentiality claims on behalf of the consultant, and the County reserves the right to disclose proprietary data as required by law. The consultant assumes comprehensive indemnification obligations covering all claims, actions, liabilities, losses, damages, and associated legal costs arising from the performance of any resulting agreement, regardless of fault attribution. This agreement is a standard component of the RFP process and applies for a period to be mutually agreed upon by both parties.
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Text version
EXHIBIT B
WRITTEN AGREEMENT TO INDEMNIFY FOR
RELEASE OF PROPRIETARY INFORMATION
PROPRIETARY INFORMATION AGREEMENT
BETWEEN
THE COUNTY OF SACRAMENTO
AND
(CONSULTANT)
CONSULTANT _____________
has provided the County of Sacramento (hereinafter referred to as "County") with certain information claimed by the CONSULTANT to be proprietary and/or confidential information (hereinafter referred to as "Proprietary Data").Submittal of Proprietary Data by CONSULTANT to County is, in CONSULTANT's opinion, necessary to fully respond to a Request for Proposal issued by County. CONSULTANT and County agree for a period of ___ years as follows:
1. The Proprietary Data is submitted to County based on the understanding that the County will not disclose such data to others outside the County, nor reproduce the contents of said Proprietary Data or provide copies thereof to others outside the County without authorization from CONSULTANT or as otherwise required by law. CONSULTANT claims proprietary/confidential rights in the contents of the Proprietary Data as a basis for preventing disclosure of the contents thereof to others.
2. The County may make such disclosure or reproduction of the Proprietary Data as is reasonably necessary or convenient to evaluate the response to the Request for Proposal and/or to provide, monitor and evaluate the services subject to the Request for Proposal.
3. Except as provided in Paragraph 2 above, if any person serves a subpoena or makes a Public Records Act request to review, or to be provided with, copies of the Proprietary Data or any part thereof, immediately upon notification thereof, CONSULTANT agrees to defend and indemnify the County and its officers, agents and employees against any action resulting from the County asserting the confidentiality of such Proprietary Data.
4. CONSULTANT shall defend, indemnify and hold harmless County, its Board of Supervisors, officers, directors, agents, employees, and volunteers from and against any and all demands, claims, actions, liabilities, losses, damages, and costs, including reasonable attorneys' fees, arising out of or resulting from the performance of this Agreement, regardless of whether caused by a party indemnified hereunder.
5. If CONSULTANT fails to execute this Agreement, the County, its officers, agents, and employees shall be free to grant a Public Records Act request relating to such Proprietary Data.
6. Notwithstanding this Agreement, the County reserves the right to determine, in its sole discretion, whether or not it will assert the claim of confidentiality on behalf of the CONSULTANT.
EXECUTED on this _____ day of _________________ 200_, in
By: ____________________
CONSULTANT
Title: ____________________
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