RFP_ATT_Proprietary_Agreement.doc
DOC document 26 KB Posted
- Solicitation number
- 98450
- Issued by
- Sacramento County, San Francisco City, California
About this file
This is a Proprietary Information Agreement template between the County of Sacramento and a consultant, establishing terms for the protection and use of proprietary and confidential information submitted in response to a Request for Proposal. The agreement permits the County to disclose proprietary data only as reasonably necessary to evaluate RFP responses and deliver services, while requiring the consultant to defend and indemnify the County against claims arising from Public Records Act requests or subpoenas seeking disclosure of such information. The agreement covers a specified term of years, as determined by the parties, and requires execution by the consultant as a condition of participating in the procurement process. If the consultant fails to execute the agreement, the County reserves the right to disclose proprietary information in response to public records requests without asserting confidentiality protections.
The agreement obligates the consultant to fully indemnify and hold harmless the County, its Board of Supervisors, officers, directors, agents, employees, and volunteers from all claims, damages, losses, and reasonable attorneys' fees arising from the County's assertion of confidentiality on behalf of the consultant or from performance of the underlying contract. The County explicitly reserves the right to determine, in its sole discretion, whether to assert confidentiality claims on behalf of the consultant, and no specific budget, pricing terms, or other financial provisions are addressed within this proprietary information framework document.
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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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