Nondisclosure_Agreement.pdf

Nondisclosure Agreement

This Nondisclosure Agreement (the "Agreement") is entered into by and between the

Flagler County Board of County Commissioners with its principal offices at 1769 E. Moody

Blvd., Bldg. 2, Bunnell, FL 32110 (the "County") and

________________________________________________, with principal offices at

_________________________________________________________________________ (the "Receiving

Party") for the purpose of preventing the unauthorized disclosure of Confidential

Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information.

1. Definition of Confidential Information. For purposes of this Agreement, "Confidential

Information" shall include all information or material that has or could have sensitive law enforcement, judicial, or security information. Confidential Information could be in any form including written, photographic, audio, or electronic format. Confidential

Information could also include times where the Receiving Party is granted access to places or information not available to the general public and which, if disclosed, could represent a security risk exposure or which could compromise important government work. The County will take steps to ensure the Receiving Party is aware that the access or material being provided involves Confidential Information.

2. Exclusions from Confidential Information. Receiving Party's obligations under this

Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving

Party; (b) available to the general public as a non-exempt or non-confidential and exempt public record under Chapter 119, Florida Statutes, or which is compelled to be disclosed by law; (c) learned by the Receiving Party through legitimate means other than from the County; or (d) is disclosed by Receiving Party with County’s prior written approval.

3. Obligations of Receiving Party. Receiving Party shall hold and maintain the

Confidential Information in strictest confidence for the sole and exclusive benefit of the

Disclosing Party. Receiving Party shall carefully restrict access to Confidential

Information to employees. Receiving Party shall obtain the County’s prior written consent before disclosing Confidential Information to contractors and third parties when it is reasonably required and shall require those persons to sign a nondisclosure restrictions agreement with the County. Receiving Party shall not, without prior written approval of the County, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the County, any Confidential Information. Receiving Party shall return to the County any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately upon the

Nondisclosure Agreement termination of services to the County or anytime the County requests it in writing. It is also incumbent upon the Receiving Party when in doubt to inquire whether certain information is Confidential Information.

4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination or expiration of this Agreement and Receiving Party's duty to hold

Confidential Information in confidence shall remain in effect until the Confidential

Information no longer qualifies as Confidential Information or until the County sends

Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.

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

7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings, whether verbal or written. This Agreement may not be amended except in a writing signed by both parties.

8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has executed this Agreement through its authorized representative.

Flagler County Receiving Party

County Administrator/Designee Signature

Print Name, Title Print Name, Title

Date Date