RFI_ATT_Proprietary_Agreement.pdf

PDF 76 KB Posted

Attached to
Automate Vehicle Gate Access Control
Solicitation number
2026-RFI-0018
Issued by
Sacramento County, San Francisco City, California

About this file

This is a Proprietary Information Agreement template issued by the County of Sacramento for use in conjunction with a Request for Information (RFI) regarding automated vehicle gate access control for the County's Department of Regional Parks. The agreement establishes the terms under which consultants may submit proprietary and confidential information to the County. Consultants submitting such information must execute the agreement, which specifies that the County will not disclose proprietary data to external parties or reproduce it without authorization from the consultant, except as reasonably necessary to evaluate RFI responses and monitor or evaluate related services. The agreement establishes an initial term of blank years, which must be completed at time of execution.

The agreement requires consultants to defend and indemnify the County, its Board of Supervisors, officers, directors, agents, employees, and volunteers against all claims, actions, liabilities, losses, damages, and costs, including reasonable attorneys' fees, arising from or resulting from the performance of the agreement. If a subpoena or Public Records Act request is served seeking disclosure of proprietary data, the consultant must immediately defend the County against any action resulting from the County's assertion of confidentiality. The County reserves the sole discretion to determine whether to assert a claim of confidentiality on behalf of the consultant. Failure to execute the agreement results in the County being free to grant Public Records Act requests related to the proprietary data without restriction.

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Other files

File Type Posted
Automate_Vehicle_Gate_Access_Control.pdf PDF
Automate_Vehicle_Gate_Access_Control.pdf PDF
Regional_Parks_Locations_Worksheet.xlsm XLSM spreadsheet
Regional_Parks_Locations_Worksheet.xlsm XLSM spreadsheet
RFI_ATT_Proprietary_Agreement.pdf PDF

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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: _____________________________________

WRITTEN AGREEMENT TO INDEMNIFY FOR
RELEASE OF PROPRIETARY INFORMATION

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