Non-Disclosure_Agreement_(General).pdf

DEPARTMENT OF WATER RESOURCES

NON-DISCLOSURE AGREEMENT

TERMS AND CONDITIONS

1. The purpose of this Non-Disclosure Agreement (Agreement) is to permit User to view and receive CONFIDENTIAL INFORMATION, as defined in Paragraph 2(a), from the California Department of Water Resources (DWR) for the purpose of preparation and submittal of a construction project bid.

2. Definitions.

a) The term CONFIDENTIAL INFORMATION covers bid documents (i.e.

drawings and specifications), site visits, and information provided during advertisement of Specification No. 23-05, Contract No. C51642, Physical Security Upgrades (South) - Phase I, San Joaquin Field Division O and M Center, Chrisman Pumping Plant, Edmonston Pumping Plant, Southern Field Division O and M Center Entrances, Pearblossom Pumping Plant, and Oso Pumping Plant.

b) The term “Reviewing Representative" shall mean a person who has signed a

Non-Disclosure Agreement and who is: (1) an employee or other representative of User who needs access to the CONFIDENTIAL INFORMATION to carry out the purpose set forth in Paragraph 1; or (2) an employee of a subcontractor, consultant, or other third party retained by User that needs access to the CONFIDENTIAL INFORMATION for the purpose identified in Paragraph 1.

3. CONFIDENTIAL INFORMATION shall be made available under the terms of this

Agreement only to User and only through its Reviewing Representatives as provided in Paragraph 2(b) and only for the purpose set forth in Paragraph 1.

4. All CONFIDENTIAL INFORMATION shall be maintained by User in a secure place. Access to those materials shall be limited to the User and Reviewing Representatives.

5. User shall maintain a copy of all Agreements signed by Reviewing Representatives and provide to DWR upon request.

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6. If requested to do so in writing, User shall, within 60 days of such request, return the CONFIDENTIAL INFORMATION to DWR, or shall destroy the materials.

Within such time, User, if requested to do so, shall also submit to DWR an affidavit stating that, to the best of its knowledge, all CONFIDENTIAL INFORMATION have been returned, have been destroyed, or will be maintained in accordance with Paragraph 5. To the extent CONFIDENTIAL INFORMATION is not returned or destroyed, it shall remain subject to this Agreement.

7. CONFIDENTIAL INFORMATION shall be treated as confidential and shall not be used except as necessary for the purpose set forth in Paragraph 1, nor shall it be disclosed in any manner to any person that is not a Reviewing Representative.

CONFIDENTIAL INFORMATION shall remain the property of DWR, including any and all copies. User may make copies of CONFIDENTIAL INFORMATION, but such copies become CONFIDENTIAL INFORMATION.

8. User shall take reasonable precautions necessary to assure that CONFIDENTIAL

INFORMATION is not distributed to unauthorized persons. Immediately upon becoming aware of any effort by a third party to improperly obtain some or all CONFIDENTIAL INFORMATION and unless prohibited by law, User will immediately notify DWR.

9. User and DWR agree that the CONFIDENTIAL INFORMATION provided to

User pursuant to this Agreement is DWR property and was determined to be exempt from production under the California Public Records Act, set forth in California Government Code Sections 6250, et seq., under either the exemption provided in Section 6254(e) or 6255(a).

10. Neither User nor DWR waive the right to pursue any other legal or equitable remedies that may be available in the event of actual or anticipated disclosure of CONFIDENTIAL INFORMATION. It is agreed that, in addition to whatever other remedies may be available to a party under applicable law, a party shall be entitled to obtain injunctive relief with respect to any actual or threatened violation of this Agreement by any other party. To the extent permitted by applicable law, each party agrees that it shall bear all costs and expenses, including reasonable attorneys’ fees, which may be incurred by the other party in successfully enforcing the provisions of this Paragraph.

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11. This Agreement is made in the State of California and shall be governed by and interpreted in accordance with its laws unless those laws conflict with Federal law, in which case the Federal law shall apply.

12. This Agreement shall be binding upon the parties, and their successors and assignees. No party shall assign this Agreement without the other party’s prior written consent.

13. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of the Agreement shall remain in full force and effect.

I ,User, understand and agree this Non-Disclosure Agreement shall govern the use of CONFIDENTIAL INFORMATION provided by DWR.

By:

Signature Print Name:

Title:

Representing: