RFP_ATT_Proprietary_Agreement.doc
DOC document 26 KB Posted
- Solicitation number
- 2025-PURB RFP-0101
- Issued by
- Sacramento County, San Francisco City, California
About this file
This is a Proprietary Information Agreement attachment from the County of Sacramento designed to protect confidential and proprietary data submitted by consultants in response to a Request for Proposal. The agreement establishes the terms under which a consultant may submit proprietary information necessary to respond to the County's solicitation for the Replacement Security Control System at Sacramento County Youth Detention Facility. The County agrees not to disclose such proprietary data outside the organization or reproduce it without the consultant's authorization, except as required by law or as reasonably necessary to evaluate the proposal and monitor services. The agreement specifies that the consultant must defend and indemnify the County against any claims or legal actions resulting from the County's assertion of confidentiality regarding the proprietary data, particularly in response to subpoenas or Public Records Act requests. The agreement's duration is to be specified by the parties, and the consultant must execute the agreement or forfeit confidentiality protections.
The agreement grants the County sole discretion to determine whether to assert claims of confidentiality on the consultant's behalf and reserves the County's right to disclose proprietary data if the consultant fails to execute the agreement. The consultant assumes full indemnification responsibility, agreeing to defend, indemnify, and hold harmless the County, its Board of Supervisors, officers, directors, agents, employees, and volunteers from all demands, claims, actions, liabilities, losses, damages, and costs, including reasonable attorneys' fees, arising from or related to the performance of the agreement. This document serves as a standard protective measure for confidential technical and business information submitted during the proposal process for the Youth Detention Facility security control systems upgrade project.
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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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