Non-Disclosure Agreement.pdf

State Courts System For the

State of Florida

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement, (hereinafter the “Agreement”) is made and entered into this day of , 2025, by and between with its principal place of business at , hereinafter referred to as the "Vendor", and the OFFICE OF THE STATE COURTS ADMINISTRATOR on behalf of and for THE STATE COURTS SYTEM OF THE STATE OF FLORIDA, hereinafter referred to as the “OSCA”, and collectively known as the “Parties”.

The OSCA has published procurement number 2025-002 on December 8, 2025, to procure a Vendor to perform security upgrades at the 5th District Court of Appeal (5th DCA) in Daytona Beach, Florida. The procurement process requires the OSCA do disclose blueprints of the facility and grant prospective Vendors permission to examine the facility for the purposes of assessing the current physical condition of the structure, confirm and document of the design, construction, and any modifications of the facility, take measurements, prepare drawings or sketches, take still photographs, and video recording. All information and documentation, whether provided to or assembled by the Vendor during the examination are considered confidential and exempt from public disclosure by section 24(a), Article I of the State Constitution, section 119.071(3)(b)(1-2), Florida Statutes, and Rules of General Practice and Judicial Administration, 2.420.

The Parties to this Agreement recognize and acknowledge that it is necessary to exchange certain information for the required services outlined in the ITN to be met, in this case confidential information and documentation regarding the 5th DCA, located at 300 South Beach Street in Daytona Beach, Florida.

Therefore, the Parties desire to memorialize their agreement pertaining to this matter.

In consideration of the delivery of and access to confidential documents and information regarding the 5th DCA given to the Vendor by the OSCA, the Vendor hereby agrees to hold all such confidential information in confidence and not to use, except for the purpose(s) described herein, or disclose the same to third parties except with the prior written consent of the OSCA.

Confidential information includes all information furnished by the OSCA to the Vendor hereunder, or to any agent or employee of the Vendor, directly or indirectly, which information the OSCA regards as confidential and is required by statute and rule to protect from unauthorized disclosure, whether such information is transferred orally, visually, electronically or by any other means.

The Vendor shall be deemed to have met its obligations hereunder if it treats the Confidential information with the same degree of care with which the Vendor treats its own proprietary and confidential information, or reasonable care under the circumstances, whichever is more stringent. The Vendor’s obligations do not extend to confidential information which:

1. is or becomes part of the public domain through no violation of this Agreement by the Vendor or its employees or agents;

2. is in the possession of the Vendor prior to disclosure thereof by the OSCA;

3. is disclosed pursuant to a court order; or

4. is or may be obtained by the Vendor from an independent third party or source without an obligation of confidentiality.

The Vendor agrees it will use the confidential information for the benefit of the 5th DCA only and the purposes described herein only and shall not disclose it to anyone other than its agents or employees who have a need to know for the benefit of the 5th DCA. The Vendor also agrees to have its subcontractors execute this Non-Disclosure Agreement (NDA) prior to receiving any of the OSCA’s confidential information.

All confidential information delivered by the OSCA to the Vendor pursuant to this Agreement shall be and remain the property of the OSCA, and the Vendor shall, within a mutually agreed upon time frame, return all such information when requested to do so by the OSCA.

The Vendor also agrees to have its subcontractors execute this Non-Disclosure Agreement prior to receiving any of 5th DCA’s proprietary information.

The Vendor shall indemnify, defend, and save harmless the State of Florida, the State Courts System, the Office of the State Courts Administrator, and the 5th District Court of Appeal from and against any and all claims, demands, actions, or causes of action which arise out of or are related to use of the confidential information or a breach of confidentiality as contemplated within this Agreement.

IN PROVIDING ANY INFORMATION OR DOCUMENTATION HEREUNDER, THE OSCA MAKES

NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO

ADEQUACY, SUFFICIENCY, OR FREEDOM FROM DEFECT OF ANY KIND, INCLUDING

FREEDOM FROM ANY PATENT INFRINGEMENT THAT MAY RESULT FROM THE USE OF

SUCH INFORMATION OR DOCUMENTATION.

The Vendor acknowledges that unauthorized disclosure of the confidential information violates the provisions of this Agreement, and the OSCA shall be entitled to obtain equitable relief to protect its interests herein, including, but not limited to, injunctive relief, as well as monetary damages.

This Agreement contains the entire agreement relative to the protection of information exchanged in connection with the 5ht DCA Security Upgrades and supersedes any prior or collateral understanding among the parties hereto. This Agreement shall apply in lieu of and notwithstanding any specific legends or statement associated with any particular information. This Agreement shall not be modified or amended, except in a written instrument executed by authorized representatives of the parties hereto.

Nothing contained in this Agreement is intended to or shall grant to any party the right to make commitments of any kind for or on behalf of any other party without the prior written consent of that other party.

The validity, construction and performance of this Agreement shall be governed by, construed, and interpreted in accordance with the laws of the State of Florida. If any covenant or provision of this Agreement is determined by a court of competent jurisdiction to be void, invalid or unenforceable in whole or in part, then such void, invalid or unenforceable covenant or provision shall be adjusted so as to best reflect the intent of the parties to the maximum extent possible, or deleted from this Agreement and shall not effect or impair the enforceability or validity of any other covenant or provision of this Agreement or any part thereof.

This Agreement and the confidential information referenced herein may not be sold, assigned, or otherwise transferred by a party in whole or in part without the express prior written consent of the OSCA. This Agreement shall benefit and be binding upon the successors, assigns and representatives of the parties hereto.

Any representations, rights, and obligations under this Agreement that by their nature are continuous or extend beyond the terms of this Agreement shall survive any expiration or termination of this Agreement and shall remain in effect until complete performance thereof has occurred. The failure of either party to enforce any right accruing under this Agreement shall not be construed as a waiver of a subsequent right of such party to enforce the same or any other right, term, or condition.

This Agreement may only be amended, or any term hereof modified, by a written instrument duly executed by both parties hereto.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original document, but all such separate counterparts shall constitute only one and the same instrument.

The laws of the State of Florida shall exclusively govern the validity and enforcement of this Agreement and any of its terms and provisions, as well as the rights and duties of the parties to this Agreement.

The Parties agree that the Parties shall submit to the jurisdiction of the Circuit Court of Leon County, Florida, for judicial review and determination of any dispute or difference arising out of this Agreement.

This forum shall have sole and exclusive jurisdiction over such disputes and differences arising out of this Agreement, and no other court shall have concurrent jurisdiction or venue. The Parties knowingly and expressly waive the right to any other venues, forums, and jurisdictions.

No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by any Court or other governmental or judicial authority by reason of such party’s having or being deemed to have prepared or imposed such provision.

Each individual executing this Agreement on behalf of a party personally warrants that he or she is authorized to enter into and execute this Agreement on behalf of such party and that this Agreement is binding on that party and on the individual executing this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date stipulated below:

OFFICE OF THE STATE COURTS ADMINISTRATOR

SIGNED

BY:

SIGNED

BY:

NAME:

TITLE:

NAME:

TITLE:

Steven K. Updike Procurement Officer

DATE: DATE:

TIN: