Non-Disclosure-Agreement.docx

NON-DISCLOSURE AGREEMENT

This Non-disclosure Agreement (Agreement) is between the Michigan Department of Technology, Management and Budget (the “State”), located at 530 West Allegan Street, Lansing, Michigan 48929, and ______________________________________________________________[Entity Name] (“Recipient”), located at ______________________________________________________________________[Street, City, State, Zip].

1. Definition of Confidential Information. As used in this Agreement, "Confidential Information" refers to the State’s: 1) technical information, including development plans, technical plans, costs, finances, technical configurations, data, access, or security codes and related procedures; 2) security-related information, including, but not limited to, cyber security policies and procedures that are not publicly available; 3) infrastructure-related information; 4) information designated as confidential in writing or identified as confidential at the time of disclosure if such disclosure is verbal or visual and confirmed in writing to the recipient party within 15 days of disclosure; and 5) any copies of the prior categories or excerpts included in other materials created by the recipient party. Confidential Information also includes all information protected by state or federal law including “Personal Information” as defined in the Michigan Identity Theft Protection Act, MCL 445.63(r).

2. Nondisclosure and Nonuse Obligations. Recipient will maintain in confidence and will not disclose, disseminate or publish any Confidential Information belonging to the State, whether or not in written form. Recipient further agrees that it will use the State’s Confidential Information only in connection with preparing a proposal in response to the State’s Request for Proposal. Recipient agrees that Recipient shall treat all Confidential Information of the State with at least the same degree of care as Recipient accords its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to protect its own confidential information. In the event of a legally compelled disclosure (i.e. a subpoena), Recipient agrees to give the State, within 48 hours of receiving such a request, notice to allow the State to seek any legal protective remedies available to prevent such compelled disclosure. The Recipient must advise its employees, subcontractors and agents who receive or have access to any of the State’s Confidential Information of its confidential nature and Recipient agrees that Recipient shall disclose Confidential Information only to those of its employees or subcontractors who need to know such information and certifies that such employees or subcontractors have previously signed a copy of this Agreement.

3. Survival. This Agreement shall govern all communications between the parties. Recipient understands that its obligations under Paragraph 2 (Nondisclosure and Nonuse Obligations) shall survive the termination of any other relationship between the parties. Upon termination of any relationship between the parties, Recipient will promptly deliver to the State, without retaining any copies, all documents and other materials furnished to Recipient by the State or certify in writing that all copies thereof have been destroyed. Recipient may return the State’s Confidential Information, or any part thereof, at any time.

4. Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Michigan.

5. Injunctive Relief. A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to the State for which there will be no adequate remedy at law, and the State shall be entitled to seek injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).

6. Binding Agreement. This Agreement shall be binding upon Recipient and its subsidiaries, successors, assigns, legal representatives, and all corporations controlling Recipient or controlled by Recipient and shall inure to the benefit of the State.

7. Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.

IN WITNESS WHEREOF the Recipient by signing below and in consideration of the State providing the Recipient with the Confidential Information acknowledges and accepts to be bound by the terms of this Agreement. Recipient affirms that the individual signing below has the authority to bind the Recipient to the terms of this Agreement.

RECIPIENT:

By: ___________________________________________________

Printed Name: ___________________________________________

Title: __________________________________________________