Non-Disclosure_Agreement.docx
DOCX document 63 KB Posted
- Solicitation number
- BPM006480
- Issued by
- Maricopa County, Scottsdale City, Arizona
About this file
This is a Non-Disclosure Agreement (NDA) executed between the Salt River Pima-Maricopa Indian Community (SRPMIC), a federally-recognized Indian Community located in Scottsdale, Arizona, and a vendor for the IT-24-071 HIPAA Compliance & Cyber Security Defense Strategy contract. The agreement establishes mutual confidentiality obligations for both parties regarding proprietary and confidential information exchanged in connection with the contract. The NDA identifies both SRPMIC and the vendor as potential disclosers and recipients of confidential information, with the CIO/IT Director and designated vendor representatives serving as coordinating contacts for disclosure and receipt of such information.
The agreement imposes comprehensive restrictions on the handling of confidential information, requiring both parties to maintain strict confidentiality, limit dissemination to employees with direct involvement, apply reasonable care in safeguarding information, and prohibit use of disclosed information without prior written consent. Recipients are permitted to use information only as necessary to perform tasks for the benefit of the discloser and must return all confidential materials and copies upon task completion. The agreement includes standard exemptions allowing disclosure when explicitly authorized in writing, when information was known prior to disclosure, when information enters the public domain through no breach of the agreement, when independently developed, when disclosed by non-restricted third parties, or when required by law or court order. The NDA is governed by the laws of the Salt River Pima-Maricopa Indian Community and remains effective upon execution by both parties, with confidentiality obligations continuing indefinitely beyond any other agreement between the parties. The agreement further restricts export and re-export of any products, technical data, or software without appropriate government licenses and clarifies that no intellectual property rights, licenses, or agency/partnership relationships are created under this agreement.
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Other files
| File | Type | Posted |
|---|---|---|
| IT-24-071_HIPAA_Compliance_and_Cyber_Security_Defense_Strategy.pdf | ||
| IT-24-071_Addendum_1.pdf |
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Text version
Salt River Pima-Maricopa Indian Community
10005 E. OSBORN RD. / SCOTTSDALE, ARIZONA 85256-9722 / PHONE (480) 850-8027
NON-DISCLOSURE AGREEMENT
In order to protect certain confidential and proprietary information which may be disclosed between them, The Salt River Pima-Maricopa Indian Community, a federally-recognized Indian Community and VENDOR NAME with offices at ADDRESS identified below and also referred to as the parties agree that:
1. The Potential Discloser of Confidential and Proprietary Information is: Both Parties
The Potential Recipient of Confidential and Proprietary Information is: Both Parties
2. The parties' representatives for coordinating disclosure or receipt of Confidential and Proprietary Information are:
| ____ CIO/IT Director ___________________________ | |
| VENDOR NAME | Salt River Pima-Maricopa Indian Community |
3. Each party agrees that any information disclosed to it by the other party in connection with this Agreement shall be considered confidential and proprietary and both parties shall hold such information in confidence and will not use it other than as permitted under this Agreement. Neither party may disclose such information to any third party except as permitted under this Agreement..
4. The terms of this Agreement shall be treated as confidential and proprietary by both parties hereto and shall be subject to the confidentiality provisions of this Agreement.
5. Recipient's obligations regarding Confidential and Proprietary Information received under this Agreement shall not expire and shall continue beyond any other agreement between the parties. Nothing in this Agreement shall require either party to divulge Confidential and Proprietary Information to the other party.
6. The parties hereby agree that Recipient shall (1) not disclose Confidential and Proprietary Information to any third party, (2) restrict dissemination of Confidential and Proprietary Information to only those employees of their entity who must be directly involved with Confidential and Proprietary Information, (3) use the same degree of care as for its own information of like importance, but at least use reasonable care in safeguarding against disclosure of Confidential and Proprietary Information of the other party, and (4) not use Confidential and Proprietary Information for any purpose without the prior written consent of the Discloser.
7. This Agreement imposes no obligation upon Recipient with respect to Confidential and Proprietary Information disclosed under this Agreement which (1) is explicitly approved for release by prior written authorization of Discloser, or (2) is known to Recipient prior to such disclosure as reasonably evidenced by records predating such disclosure or (3) is or becomes part of the public domain (other than as a result of Recipient's breach of this Agreement), or (4) is independently developed by Recipient without the use of the Discloser's Confidential and Proprietary Information, or (5) is disclosed to the Recipient by a third-party who, to Recipient's knowledge, is not prohibited from disclosing to the Recipient, or (6) is required to be disclosed by law or court or governmental order.
8. Recipient agrees that all Confidential and Proprietary Information received is and will remain the property of Discloser and that it shall not be copied or reproduced without the express prior written permission of the Discloser, except for such copies as may be reasonably required in order to perform tasks for the benefit of the Discloser. After the tasks are completed, Recipient will return all the Confidential and Proprietary Information to Discloser along with all copies and /or derivatives made, including copies of portions of the Confidential and Proprietary Information
9. Recipient agrees it will not in any form export, re-export, resell, ship or divert or cause to be exported, re-exported, resold, shipped or diverted, directly or indirectly, any product or technical data or software furnished hereunder or the direct product of such technical data or software to any country for which the United States Government or any agency thereof at the time of export and re-export requires an export license or other governmental approval without first obtaining such license or approval.
10. Each Discloser warrants that it has the right to make the disclosure under this Agreement. Neither party acquires any licenses or other intellectual property rights of the other party under this Agreement. Nothing in this Agreement shall be understood as granting, expressly or by implication, any rights under patents, technical information, or know‑how of the Discloser. The parties do not intend that any agency or partnership relationship be created between them by this Agreement.
11. This Agreement shall be governed by, and construed in accordance with the laws of the Salt River Pima-Maricopa Indian Community and can only be modified in a writing signed by both parties.
12. This agreement shall be effective upon the date of execution
By: Date:
Name:
Title:
By: Date:
Name:
Title: ______________________ image1.jpeg
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