Proprietary_Agreement.doc

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Attached to
On-Call Landfill Liner System Repair Services
Solicitation number
2025-PURB RFP-0092
Issued by
Sacramento County, California

About this file

Summary

This is a Proprietary Information Agreement between the County of Sacramento and a consultant submitting proprietary or confidential data in response to the County's Request for Proposal for On-Call Landfill Liner System Repair Services at the Kiefer Landfill Facility. The agreement establishes the terms under which the consultant may submit proprietary data necessary to respond to the solicitation, with the understanding that the County will protect such information from disclosure to external parties except as required for evaluation purposes or by law. The agreement applies for a specified period of years and allows the County to use the proprietary data solely to evaluate proposals and monitor services related to the landfill liner repair contract.

The consultant agrees to defend and indemnify the County against any claims or actions resulting from the County's assertion of confidentiality regarding the proprietary data, including costs and reasonable attorneys' fees. The County retains sole discretion to determine whether to assert confidentiality claims on behalf of the consultant and reserves the right to disclose proprietary data through Public Records Act requests if the consultant fails to execute the agreement. The consultant further agrees to hold the County harmless from all demands, claims, actions, liabilities, losses, damages, and costs arising from performance of the agreement, regardless of fault.

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Text version

ATTACHMENT

WRITTEN AGREEMENT TO INDEMNIFY FOR

RELEASE OF PROPRIETARY INFORMATION

PROPRIETARY INFORMATION AGREEMENT

BETWEEN

THE COUNTY OF SACRAMENTO AND

(CONSULTANT)

CONSULTANT, _______________________________________________, has provided the County of Sacramento (hereinafter referred to as "COUNTY") with certain information claimed by the CONSULTANT to be proprietary and/or confidential information (hereinafter referred to as "Proprietary Data"). Submittal of Proprietary Data by CONSULTANT to Agency is, in CONSULTANT'S opinion, necessary to fully respond to a Request for Proposal issued by COUNTY. CONSULTANT and COUNTY agree for a period of ___ years as follows:

1.

The Proprietary Data is submitted to COUNTY based on the understanding that the COUNTY will not disclose such data to others outside the COUNTY, nor reproduce the contents of said Proprietary Data or provide copies thereof to others outside the COUNTY without authorization from CONSULTANT or as otherwise required by law. CONSULTANT claims proprietary/confidential rights in the contents of the Proprietary Data as a basis for preventing disclosure of the contents thereof to others.

2.

The COUNTY may make such disclosure or reproduction of the Proprietary Data as is reasonably necessary or convenient to evaluate the response to the Request for Proposal and/or to provide, monitor and evaluate the services subject to the Request for Proposal.

3.

Except as provided in Paragraph 2 above, if any person serves a subpoena or makes a Public Records Act request to review, or to be provided with, copies of the Proprietary Data or any part thereof, immediately upon notification thereof, CONSULTANT agrees to defend and indemnify the COUNTY and its officers, agents and employees against any action resulting from the COUNTY asserting the confidentiality of such Proprietary Data.

4.

CONSULTANT shall defend, indemnify and hold harmless COUNTY, its Board of Supervisors, officers, directors, agents, employees, and volunteers from and against any and all demands, claims, actions, liabilities, losses, damages, and costs, including reasonable attorneys' fees, arising out of or resulting from the performance of this Agreement, regardless of whether caused by a party indemnified hereunder.

5.

If CONSULTANT fails to execute this Agreement, the COUNTY, its officers, agents, and employees shall be free to grant a Public Records Act request relating to such Proprietary Data.

6.

Notwithstanding this Agreement, the COUNTY reserves the right to determine, in its sole discretion, whether or not it will assert the claim of confidentiality on behalf of the CONSULTANT.

EXECUTED on this _____ day of _________________, 20__, in ___________________________.

By:

CONSULTANT

Title: _____________________________________

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