ESBD_392212_1764628130215_0004088 Attachment D - Confidential and Non-Disclosure Agreeement.docx
DOCX document 31 KB Posted
- Attached to
- Furniture and Fixture Package for 1500 Congress and 1501 Lavaca Office Buildings, Capitol Complex, Phase 2
- Solicitation number
- 0004088
- Issued by
- Travis County, Austin City, Texas
About this file
This document is a Confidentiality and Non-Disclosure Agreement between the Texas Facilities Commission (TFC) and a vendor in connection with Request for Proposal No. 0004088 for a Furniture and Fixtures Package at 1500 Congress and 1501 Lavaca State Office Buildings on the Capitol Complex, Phase 2. The agreement establishes the terms under which the TFC may disclose proprietary and confidential information to the receiving vendor to enable response to the RFP and potential contract completion. The confidential information encompasses critical infrastructure details including architectural drawings, floor plans, reflected ceiling plans, furniture plans, interior elevations, partition specifications, door schedules, wayfinding and signage graphics, mechanical systems plans, fire protection and alarm schematics, electrical infrastructure including power, lighting, and panelboard schedules, audio-visual infrastructure plans, telecommunications systems details, and security system specifications for Level 04 North of the buildings.
The vendor receiving party agrees to use the confidential information solely for the stated purpose and to maintain strict confidentiality through reasonable precautions and restricted access limited to employees, contractors, subcontractors, and consultants with a need to know. The receiving party must obtain written permission from TFC before disclosing information to third parties and must execute written non-disclosure agreements with any such third parties. The agreement requires immediate notification to TFC of any security violations or suspected compromise of information integrity. The confidential information remains TFC's property, and all materials must be returned or destroyed upon request or at agreement termination. The agreement survives termination of the RFP process and continues until written termination by an authorized TFC representative. Exhibit A provides a comprehensive list of all confidential information accessible upon agreement execution, detailing specific architectural and engineering drawings across multiple building systems.
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Text version
RFP No. 0004088
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
BETWEEN
TEXAS FACILITIES COMMISSION
AND
[INSERT NAME OF VENDOR]
THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (“Agreement”) is made by and between the Texas Facilities Commission (TFC, or “Disclosing Party”) and __________________________________ (“Receiving Party”), in connection with, and for the purpose of, providing Receiving Party information necessary to respond to Request for Proposal No. 0004088, Furniture and Fixtures Package for 1500 Congress and 1501 Lavaca State Office Buildings, Capitol Complex, Phase 2, and also to allow completion of the work solicited thereby, if Receiving Party is awarded the contract (the “Purpose”). TFC and [______________] shall be referred to collectively as the “Parties”.
It is contemplated that TFC may disclose certain confidential and/or proprietary information to Receiving Party unknown to the general public (hereinafter referred to as "Confidential Information"). The Parties agree the terms of this Article shall apply to any confidential and/or proprietary information that may be disclosed under this Agreement, and that such Confidential Information shall be used solely for the benefit of TFC.
1. Confidential Information. For the purposes of this Agreement, “Confidential Information” shall mean all information revealed by or through TFC in connection with the Purpose, which the Receiving Party either knows or reasonably should know to be proprietary, sensitive or confidential in nature, including without limitation: (a) information either expressly or implicitly identified as originating with or belonging to TFC or marked or disclosed as confidential; (b) information traditionally recognized as proprietary or critical infrastructure information of TFC such as drawings, specifications, draft publications, technical reports, research plans and results, processes, techniques, know-how, computer source code, diagrams, electronic files, topologies, or test data; all existing and future plans of the TFC; and (c) information deemed confidential or otherwise protected from disclosure under Texas law.
2. Specific Confidential Information. The Confidential Information specifically disclosed by TFC under this Agreement, consisting, in part, of critical infrastructure information, is set forth in Exhibit A-List of Confidential Information, and will be made accessible to Receiving Party upon execution of this Agreement.
3. Exclusions from Confidential Information. Confidential Information shall not be deemed to include information that the Receiving Party can demonstrate by competent written proof:
(a) is now, or hereafter becomes, publicly known or available through no act or failure to act on the part of the Receiving Party;
(b) was known by the Receiving Party at the time of receipt of such information as evidenced by its records;
(c) is hereafter furnished to the Receiving Party by a third party as a matter of right and without violating any confidentiality obligation to the TFC; or
(d) was independently developed by employees of the Receiving Party without use or knowledge of the Confidential Information of the TFC.
4. Use of Confidential Information. Receiving Party agrees it will use the Confidential Information solely for the Purpose, and for no other purpose whatsoever. The Confidential Information, including any documents, drawings, sketches, designs, materials or samples supplied hereunder, shall remain the property of the TFC and no rights or licenses are granted to the Receiving Party in the same, whether patented or not, except the limited right to use the Confidential Information as set forth above.
5. Confidential Obligations.
(a) Receiving Party agrees to exert all necessary and reasonable efforts to maintain the Confidential Information in confidence and to take all necessary and reasonable precautions to prevent its unauthorized disclosure and to ensure it does not fall into the public domain or the possession of unauthorized third parties.
(b) Receiving Party shall restrict access to the Confidential Information to those officers, employees, contractors, subcontractors, consultants, and agents, of the Receiving Party having a need to know the Confidential Information to fulfill the Purpose, provided that, Receiving Party shall ensure that any individual having access to the Confidential Information is made expressly aware of the obligation of confidence according to the terms hereof prior to gaining access to the Confidential Information.
(c) To the extent that Receiving Party perceives a need for disclosure of the Confidential Information it receives from TFC to any third party, such third party shall first be identified to TFC and written permission to disclose shall be obtained from TFC. A written non-disclosure agreement shall be obtained from the third party and a copy shall be promptly provided to TFC.
(d) Receiving Party agrees to notify TFC immediately if a security violation of this Agreement is detected, or if Receiving Party suspects that the security or integrity of TFC’s Confidential Information has been, or may be, compromised in any way.
6. Legally Required Disclosure. If a Receiving Party is legally required by court order, law, or other governmental regulation or authority to disclose Confidential Information received from TFC, including a public information request pursuant Tex. Gov’t Code Ann. Ch. 552, such disclosure may be made only after giving written notice to TFC and providing a reasonable opportunity for pursuit of appropriate process to prevent or limit such disclosure. In any event, required disclosure shall be limited to only that portion of the Confidential Information which is legally required to be disclosed. The Receiving Party is not however, required to pursue any claim, defense, cause of action, or legal process or proceeding on the TFC’s behalf.
7. Indemnification. To the extent permitted by law, Receiving Party, its officers, employees, contractors, subcontractors, consultants and agents agree to indemnify and hold harmless TFC, the State of Texas, and their employees and officials for any loss, damages, judgements, and costs of liability arising from any acts or omissions or alleged acts or omissions of Receiving Party or its officers, employees, contractors, subcontractors, consultants and agents, including the inappropriate release or use, by Receiving Party, of the information provided by TFC.
8. Return of Documents. It is understood that the Confidential Information disclosed by each Party shall remain the property of the TFC. All material or documents furnished by the TFC, including all copies, shall upon request of the TFC, or in any event at the termination of this Agreement, be promptly returned to the TFC or destroyed.
9. Survival of Terms. Termination of the Request for Proposal for any reason shall not release Receiving Party from any obligation set forth in this Agreement.
10. Effective Date and Termination Provisions. This Agreement shall be effective as of the date signed and continues until terminated in writing by an authorized representative of TFC.
11. Proper Authority. Receiving Party represents and warrants that the person executing this Agreement on behalf of Receiving Party has full power and authority to enter into this Agreement.
RECEIVING PARTY
[Vendor Name]
| By: | Date signed: | [Name] | |
| [Title] |
EXHIBIT A
LIST OF CONFIDENTIAL INFORMATION
Upon execution of the Agreement, Receiving Party shall be given access to the following Confidential Information:
G0.00 COVER SHEET
G0.20 PROJECT INFORMATION
LIFE SAFETY
ILS2.104 LIFE SAFETY PLAN - LEVEL 04
INTERIOR
I2.304N FLOOR PLAN - LEVEL 04 NORTH
I2.504N REFLECTED CEILING PLAN - LEVEL 04 NORTH
I2.704N FURNITURE PLAN - LEVEL 04 NORTH
I3.300 ENLARGED FLOOR PLANS
I6.602 INTERIOR ELEVATIONS
I10.601 PLAN & SECTION DETAILS
I10.621 CEILING DETAILS
I10.634 DOOR DETAILS
I12.101 PARTITION TYPES
I12.102 PARTITION FRAMING DETAILS
I12.402 DOOR SCHEDULE, HARDWARE GROUPS & EQUIPMENT SCHED
INTERIOR GRAPHICS
IG-01 WAYFINDING & SIGNAGE
IG-02 WAYFINDING & SIGNAGE
IG-03 WAYFINDING & SIGNAGE
IG-04 WAYFINDING & SIGNAGE
IG-05 WAYFINDING & SIGNAGE
IG-06 WAYFINDING & SIGNAGE
IG-07 WAYFINDING & SIGNAGE
IG-08 WAYFINDING & SIGNAGE
IG-09 WAYFINDING & SIGNAGE
IG-10 WAYFINDING & SIGNAGE
IG-11 WAYFINDING & SIGNAGE
IG-12 WAYFINDING & SIGNAGE
IG-13 WAYFINDING & SIGNAGE
IG-14 WAYFINDING & SIGNAGE
IG-15 WAYFINDING & SIGNAGE
IG-16 WAYFINDING & SIGNAGE
IG-17 WAYFINDING & SIGNAGE
IG-18 SIGN LOCATION PLAN LEVEL 04 NORTH
MECHANICAL
M0.000 SYMBOLS LEGEND, ABBREVIATIONS, & GENERAL NOTES
M2.304N HVAC FLOOR PLAN - LEVEL 04 NORTH
M2.504N HVAC PIPING FLOOR PLAN - LEVEL 04 NORTH
M4.100 MECHANICAL DETAILS
M4.101 MECHANICAL DETAILS
M12.100 MECHANICAL SCHEDULE
M13.200 MECHANICAL CONTROLS
M13.201 MECHANICAL CONTROLS
M13.202 MECHANICAL CONTROLS
FIRE PROTECTION
FP0.000 FIRE SPRINKLER GENERAL NOTES
FP.504N FIRE SPRINKLER PLAN - LEVEL 04 NORTH
FA0.000 FIRE ALARM GENERAL NOTES
FA.504N FIRE ALARM PLAN - LEVEL 04 NORTH
ELECTRICAL
E0.000 SYMBOLS LEGEND, ABBREVIATIONS, & GENERAL NOTES
E2.304N POWER FLOOR PLAN - LEVEL 04 NORTH
E2.404N HVAC POWER FLOOR PLAN - LEVEL 04 NORTH
E2.504N LIGHTING FLOOR PLAN - LEVEL 04 NORTH
E4.100 ELECTRICAL DETAILS
E12.001 LIGHTING FIXTURE SCHEDULE
E12.100 PANELBOARD SCHEDULES
E13.100 ELECTRICAL ONE-LINE DIAGRAM
E13-102 GROUNDING RISER DIAGRAM
E13.103 FEEDER SCHEDULE
AUDIO VISUAL
AV0.000 LEGEND AND GENERAL NOTES - AV INFRASTRUCTURE
AV2.304N FLOOR PLAN - LEVEL 04 NORTH - A/V INFRASTRUCTURE
AV2.504N REFLECTED CEILING PLAN - LEVEL 04 NORTH - AV INFRASTRUCTURE
AV4.100 ONE LINE DIAGRAMS - AV SYSTEMS
AV10.100 GENERAL DETAILS - AV INFRASTRUCTURE
AV10.101 BOARDROOM DETAILS - AV INFRASTRUCTURE
TELEDATA
TD0.000 LEGEND AND GENERAL NOTES - COMMUNICATIONS
TD2.304N FLOOR PLAN - LEVEL 04 NORTH - COMMUNICATIONS
TD4.100 TELECOM ROOM DETAILS - COMMUNICATIONS
TD10.100 GENERAL DETAILS - COMMUNICATIONS
TD10.101 GENERAL DETAILS - COMMUNICATIONS
TD13.101 GROUNDING AND BACKBONE RISER DIAGRAM - COMMUNICATIONS
SECURITY
SC0.000 LEGEND AND GENERAL NOTES - SECURITY
SC2.304N FLOOR PLAN - LEVEL 04 NORTH - SECURITY
SC4.401 GENERAL DETAILS - SECURITY
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