RFP_ATT_4_Proprietary_Agreement.pdf
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- Solicitation number
- 2024-GEN-0435
- Issued by
- Sacramento County, California
About this file
This document is a Proprietary Information Agreement between the County of Sacramento and an unnamed consultant, designed to protect confidential information submitted as part of a Request for Proposal. The agreement outlines the terms under which the County may handle proprietary data submitted by the consultant, including restrictions on disclosure and reproduction of such information. The County is granted limited rights to use the proprietary data for evaluating the proposal and monitoring services, while the consultant retains the right to claim confidentiality and requires the County to defend and indemnify against any potential public records requests or subpoenas seeking the proprietary information.
The agreement includes specific provisions for the consultant to defend and hold harmless the County from any demands, claims, actions, liabilities, losses, damages, and costs arising from the performance of the agreement. If the consultant fails to execute the agreement, the County reserves the right to freely grant public records requests related to the proprietary data. Notably, the County maintains sole discretion in determining whether to assert confidentiality on behalf of the consultant, emphasizing the limited protection offered to the consultant's proprietary information.
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Text version
ATTACHMENT 4
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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