Non-Disclosure_Agreement_.docx

This Instrument to be Returned to:

Leon County Purchasing Division Attention: Director of Purchasing 1800-3 North Blair Stone Road Tallahassee, Fl 32308 Project ID/Name: BC-2026-004, School Zone Speed Detection and Enforcement Program

NON-DISCLOSURE AGREEMENT

FOR PROTECTION OF CONFIDENTIAL INFORMATION

(Insurance Requirement)

“Contractor/Consultant”):

RECITALS

WHEREAS, Leon County, Florida, a charter county and political subdivision of the State of Florida (the “County”), is subject to the disclosure of public records pursuant to Chapter 119, Florida Statutes (the “Florida Public Records Law”); and WHEREAS, the Florida Public Records Laws provides that certain public records associated with information technology systems, operational technology systems, and related data and systems are confidential and exempt from public disclosure; and WHEREAS, for the same security reasons, the County has the statutory obligation to protect such records from public disclosure and only disclose confidential information to parties who agree to keep such information confidential; and WHEREAS, in order to facilitate the Contractor/Consultant’s submission of a bid or proposal to the County and/or to perform services for the County under a Contractor/Consultant Agreement, this Agreement allows for specific documents to be made available to the Contractor/Consultant while implementing controls on the distribution of records or information which are confidential and/or exempt from disclosure under the Florida Public Records Law.

NOW THEREFORE, the Contractor/Consultant agrees as follows:

1. Recitals. The Recitals set forth above are true and correct and are incorporated into the terms of this Agreement.

2. Definition of Confidential Information. For purposes of this Agreement, the term “Confidential Information” shall include the following records that are confidential and exempt from disclosure under the Florida Public Records Law at section 119.0725, Florida Statutes, as may be amended.

a. Coverage limits and deductible or self-insurance amounts of insurance or other risk mitigation coverages acquired for the protection of information technology systems, operational technology systems, or data of an agency.

b. Information relating to critical infrastructure.

c. Cybersecurity incident information reported pursuant to s. 282.318 or s. 282.3185.

d. Network schematics, hardware and software configurations, or encryption information or information that identifies detection, investigation, or response practices for suspected or confirmed cybersecurity incidents, including suspected or confirmed breaches, if the disclosure of such information would facilitate unauthorized access to or unauthorized modification, disclosure, or destruction of:

3. Obligations of Contractor/Consultant.

a. Maintain the Confidential Status of the Confidential Information. The Contractor/consultant shall maintain the confidential status of the Confidential Information. Contractor/Consultant shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the County. Contractor/Consultant shall restrict access to Confidential Information to those as follows:

i. the Contractor/Consultant’s employees;

ii. if applicable, a licensed contractor, architect or engineer (collectively the Third Parties); but only for the sole purpose of performing services under the Contractor/Consultant’s contract with the County; provided, however, that prior to releasing any Confidential Information to a Third Party, Contractor/Consultant shall require those Third Parties to execute nondisclosure restrictions at least as protective as those in this Agreement and maintain a list of any Third Party to which the Contractor/Consultant has distributed the Confidential Information; and

iii. any others specifically authorized by the County pursuant to the County’s prior written approval.

b. Notify County of Improper Use or Disclosure. The Contractor/Consultant shall promptly notify the County if the Confidential Information is lost or stolen or if there is an occurrence of any improper disclosure or unauthorized use of the Confidential Information, as follows:

i. The Contractor/Consultant shall make a report to the County not more than three (3) business days after the Contractor/Consultant learns of such an improper disclosure or unauthorized use of the Confidential Information.

ii. The Contractor/Consultant’s report shall identify, to the extent known, the nature of the improper disclosure or unauthorized use, the Confidential Information disclosed or used, who made the disclosure of or used the information, what the Contractor/Consultant has done or shall do to mitigate any harmful effects of the improper disclosure or unauthorized use, and what corrective action the Contractor/Consultant has taken or shall take to prevent future similar unauthorized use or improper disclosure.

iii. The Contractor/Consultant shall provide any other such information about the unauthorized use or improper disclosure as reasonably requested by the County. The Contractor/Consultant shall take all steps the County deems advisable to mitigate, resolve and/or prevent the unauthorized use or improper disclosure of the Confidential Information.

c. Identify Correspondence that May Contain Exempt or Confidential Information. In order to assist in the identification of electronic mail (“email”) which may be exempt from public records requests and to protect information that is exempt from disclosure, the Contractor/Consultant, as well as those who have been given access to the Confidential Information in accordance with paragraph 3.a above, shall include in the subject line of any sent email which may contain confidential or exempt information the letters “PREX” (in caps) as the first four letters. The PREX identifier should be used if the email contains any Confidential Information in the body and/or an attachment.

d. Return Confidential Information if Requested. Upon the County’s request in writing, the Contractor/Consultant shall immediately return to the County any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to the Confidential Information.

4. Survival. The non-disclosure provisions of this Agreement shall survive the termination of any submission of a bid or proposal by the Contractor/Consultant or of any agreement entered into by the Contractor/Consultant to perform services for the County, and Contractor/Consultant’s duty to hold the Confidential Information in confidence shall remain in effect until the County sends Contractor/Consultant written notice releasing the Contractor/Consultant from this Agreement.

5. Enforcement. The Contractor/Consultant acknowledges and agrees that non-compliance with the terms of this Agreement may result in debarment pursuant to section 15 of the County’s Purchasing Policy 96-1, as well as subject itself to any other remedies available to the County by law.

6. Severability. If a court finds any provision or portion of a provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect its intent.

7. Florida Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida with venue in Leon County Florida. In the event of a conflict between any portion of the Agreement and Florida law, the laws of Florida shall prevail.

8. Authority of Contractor/Consultant. The Contractor/Consultant represents and warrants to the County that the individual executing on behalf of the Contractor/Consultant is fully and properly authorized to execute and enter into this Agreement on behalf of the Contractor/Consultant, and that the execution of this Agreement and the performance by the Contractor/Consultant of its obligations hereunder have been duly authorized and approved by all necessary corporate action.

WHEREOF, the Contractor/Consultant has caused this Agreement to be executed through its authorized representative on the date as shown below.

[ENTER CONTRACTOR/CONSULTANT NAME]

By:

(print name) Title:

(print title)

Date: