RFP_ATT_Proprietary_Agreement.doc

DOC document 26 KB Posted

Attached to
On-Call Forensic Pathology Services
Solicitation number
2026-PURB RFP-0046
Issued by
Sacramento County, San Francisco City, California

About this file

This is a Proprietary Information Agreement executed between the County of Sacramento and a consultant submitting proprietary or confidential information in response to a Request for Proposal for On-Call Forensic Pathology Services issued by the County Coroner's Office. The agreement establishes the terms under which the County will receive and handle proprietary data submitted by the consultant, with the understanding that such information is necessary to fully respond to the solicitation for forensic pathology services to be provided for deaths falling under Coroner jurisdiction pursuant to applicable California law. The agreement specifies a defined term of protection, during which the County agrees not to disclose or reproduce the proprietary data to parties outside the County without authorization from the consultant, except as reasonably necessary to evaluate the proposal response and monitor and evaluate the services under the contract.

The agreement requires the consultant to defend and indemnify the County, its Board of Supervisors, officers, directors, agents, employees, and volunteers against any claims, actions, liabilities, losses, damages, and costs, including reasonable attorneys' fees, arising from the performance of the agreement or from the County's assertion of confidentiality in response to subpoenas or Public Records Act requests. The County reserves the sole discretion to determine whether to assert confidentiality claims on behalf of the consultant, and if the consultant fails to execute the agreement, the County will be free to grant Public Records Act requests relating to the proprietary data. The consultant is required to sign the agreement on a specified date and year.

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On-Call_Forensic_Pathology_Services.pdf PDF
Sample_County_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: _____________________________________

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