RFP_ATT_Proprietary_Agreement.doc
DOC document 26 KB Posted
- Solicitation number
- 81816
- Issued by
- Sacramento County, San Francisco City, California
About this file
This is a Proprietary Information Agreement attachment between the County of Sacramento and a consultant related to the Extreme Heat Community Resilience Program (EHCRP) Round 2 grant opportunity. The agreement establishes the terms under which consultants may submit proprietary and confidential information as part of their response to the County's Request for Proposal seeking a Community Based Organization (CBO) to serve as co-applicant partner. The agreement specifies that proprietary data submitted by the consultant will not be disclosed outside the County or reproduced without authorization, except as necessary to evaluate the proposal response and deliver related services. The confidentiality protection remains in effect for a period specified by the parties at execution.
The agreement requires the consultant to defend and indemnify the County and its officers, agents, and employees against any claims, actions, damages, and costs arising from the County's assertion of confidentiality regarding the proprietary data in response to subpoenas or Public Records Act requests. The consultant further agrees to defend and indemnify the County for any demands or liabilities resulting from performance of the agreement. However, the County retains sole discretion to determine whether to assert confidentiality claims on the consultant's behalf. If the consultant fails to execute the agreement, the County reserves the right to grant Public Records Act requests related to the proprietary data without restriction. The agreement does not specify contract term length or other performance conditions beyond the confidentiality and indemnification provisions.
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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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