Nondisclosure_Agreement_Individual.docx
DOCX document 21 KB Posted
- Solicitation number
- 126DH010
- Issued by
- Denver County, Denver City, Colorado
About this file
This is a Personal Confidentiality and Non-Disclosure Agreement for individual employees of contractors working under Regional Transportation District (RTD) contracts in Colorado. The agreement establishes obligations for contractor employees to maintain strict confidentiality of all information related to RTD contracts, including pricing, technical data, proprietary business information, access codes, and sensitive security information. Employees must prevent unauthorized disclosure of confidential information to other parties, including other contractor employees without a need-to-know basis, and are prohibited from duplicating, altering, or removing confidentiality markings from documents. Additionally, employees agree not to use RTD technology, data, or passwords in unauthorized ways and must promptly notify RTD of any misuse or unauthorized disclosure.
The agreement remains in effect for the duration of the employee's work performance or access to information, whichever is longer, and survives termination of the contract. Violations may result in immediate access cancellation, return or destruction of all confidential materials, contract termination, and removal from RTD property. The agreement permits disclosure only when required by law or court order, provided the employee gives RTD prompt written notice and cooperates with efforts to obtain protective orders. RTD retains the right to seek injunctive relief and other remedies for any breach without posting bond or security, and the agreement acknowledges that violations cause irreparable harm to RTD.
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Text version
PERSONAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
1. I, as an employee of the Contractor under Regional Transportation District (“RTD”) Contract No. ______ (“Contract”), acknowledge that RTD has made and will make available to me from time to time certain Information that is highly confidential to RTD, whether or not such Information shall be held to be confidential under Colorado law. “Information” means all information relating to the Contract or derived by virtue of my Work under the Contract, whether such Information is conveyed to me electronically, in writing, or is otherwise communicated to me during the course of my engagement under the Contract, and includes, without limitation, pricing and technical information related to the Contract or various subcontracts, proprietary information about various businesses that would perform work on RTD’s behalf, access and source codes concerning RTD systems and property, pricing and technical information obtained from RTD’s employees, agents, or contractors engaged in work integral to the Contract, and the information described in the Non-Disclosure Terms and Conditions and the Critical Infrastructure and Sensitive Security Information Terms and Conditions if included in the Contract.
2. I expressly covenant and agree that I shall not disclose all or any part of the Information to any person, firm, corporation, association, or partnership without the written permission of RTD. I shall hold all of RTD’s Information at all times in trust and strictest confidence for RTD from and after the date of its creation or disclosure to me. I shall prevent the impermissible release of RTD’s Information, including to other Contractor employees and the Contractor’s agents and subcontractors who do not have a need to know the Information. I shall not retain nor incorporate any of the Information into any database or any medium than may be required for RTD’s exclusive benefit. I will not alter or remove markings from Information that indicate its confidentiality or require specific handling instructions without the express written consent of RTD. I shall not duplicate or disclose or otherwise reveal the Information in any manner inconsistent with this agreement. In addition, I shall not use RTD technology, data, or Information to perform an illegal act, and I shall not share any password or account access provided exclusively to me. I will not attempt to use or obtain access codes in an unauthorized manner or from another user. I shall not allow non-Contractor employees to access RTD computer systems, unless otherwise specifically allowed by RTD. I agree to promptly notify an authorized representative of RTD of any misuse, misappropriation, or unauthorized disclosure of Information and will take all reasonable steps to protect any further unauthorized disclosure.
3. I agree to abide by the statements made regarding the use of Information, including, without limitation, any on the use of RTD’s computers. I agree to be bound by these policies and procedures.
4. I acknowledge that my faithful compliance with this agreement is necessary to protect RTD and that any action on my part that is inconsistent with this agreement or with any RTD policy or procedure will cause RTD irreparable and continuing harm. Therefore, if anything I do is inconsistent with this agreement or any such policy or procedure, I consent to RTD obtaining a court order to stop my inconsistent actions and otherwise to prevent any, without RTD having to post any bond or security for such order. RTD may pursue other remedies available to it, all of which are nonexclusive and cumulative.
5. Any violation of this agreement may result in cancellation of my access to the Information, including a requirement that any Information be returned to RTD immediately, and may be cause for RTD to prohibit Contractor and/or me from performing any work for RTD and removing Contractor and/or me from RTD property or other appropriate action up to and including termination of the Contract.
6. This agreement will remain in effect so long as I am performing Work for RTD or so long as I have access to the Information, whichever is longer. Upon termination of this agreement, termination of the Contract, or at RTD’s request, whichever is earlier, I will transfer, return to RTD, or destroy all copies of Information in my possession.
7. Notwithstanding the foregoing, I may disclose the Information as required by applicable law or by proper legal or governmental authority, provided that I give RTD prompt written notice of any such demand and reasonably cooperate with RTD in any effort to seek a protective order or otherwise contest such disclosure.
CONTRACTOR EMPLOYEE NAME (printed) DATE
CONTRACTOR EMPLOYEE SIGNATURE
Non-Disclosure Agreement; Individual Rev. 02.2022
Non-Disclosure Agreement; Individual Rev. 02.2022
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