Proprietary_Agreement.doc
DOC document 27 KB Posted
- Attached to
- On-Call Landfill Liner System Repair Services
- Solicitation number
- 2025-PURB RFP-0092
- Issued by
- Sacramento County, California
About this file
This is a Proprietary Information Agreement template created by the County of Sacramento for use in conjunction with the On-Call Landfill Liner System Repair Services Request for Proposal. The agreement establishes the terms under which consultants may submit proprietary and confidential information to the County while responding to the solicitation. The County will protect such proprietary data from disclosure to external parties and will only use the information as reasonably necessary to evaluate proposals and monitor services. The agreement requires consultants to defend and indemnify the County against any legal action or claims resulting from the County's assertion of confidentiality regarding submitted proprietary information. The term of protection is variable and specified by the parties at execution. All responses to the Request for Proposal must comply with this agreement, as the County reserves the right to grant Public Records Act requests if the consultant fails to execute the agreement.
The agreement imposes significant indemnification obligations on the consultant, requiring defense and hold-harmless provisions protecting the County, its Board of Supervisors, officers, directors, agents, employees, and volunteers from all demands, claims, actions, liabilities, losses, damages, and costs arising from performance of the agreement, including reasonable attorneys' fees. The County retains sole discretion to determine whether to assert confidentiality claims on behalf of the consultant and maintains the right to disclose proprietary information as required by law or upon receipt of a valid Public Records Act request. The consultant must execute the agreement to ensure the County will protect proprietary information; failure to execute removes all confidentiality protections.
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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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