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 template between the County of Sacramento and consultants submitting responses to a Request for Proposal 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 will use the submitted proprietary data solely for evaluating proposals and providing, monitoring, and evaluating the services outlined in the RFP. The consultant must execute this agreement prior to submitting any proprietary information; failure to do so allows the County to release such data in response to public records requests. The agreement covers a defined period of years as specified by the parties.
The agreement requires the consultant to defend and indemnify the County, its Board of Supervisors, officers, directors, agents, employees, and volunteers against any demands, claims, actions, liabilities, losses, damages, and costs—including reasonable attorneys' fees—arising from the performance of the agreement or resulting from any action related to the assertion of confidentiality over the proprietary data. The County reserves sole discretion to determine whether it will assert confidentiality claims on behalf of the consultant and maintains the right to disclose proprietary information as required by law, including in response to Public Records Act requests or subpoenas. The consultant agrees to defend and indemnify the County in such circumstances. This template is executed in blank, with spaces for the consultant's name, the agreement term in years, and the execution date.
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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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