SRC0000040548 Exhibit 9 Nondisclosure Agreement.pdfSRC0000040548 Exhibit 9 Nondisclosure Agreement.pdf

NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement (“Agreement”) is entered into as of the latest date of signature below between the Ohio Department of Administrative Services (“DAS”), 30 East Broad Street, 40th Floor, Columbus, Ohio 43215, and _____________________ (“Offeror”), The parties agree as follows:

1. Background. In the course of completing a Proposal and obtaining the disruption template in response to Request for Proposals # SRC0000040548 issued by DAS (the “Purpose”), a party (the “Recipient”) will have access to information from the other party (the “Disclosing Party”) that the Disclosing Party considers confidential, has been identified as confidential, or would be understood to be confidential by a reasonable person under the circumstances (“Confidential Information”).

2. Use. The Recipient may use Confidential Information only for the Purpose and not for any other purpose.

3. Protection. The Recipient agrees to protect the confidentiality of the Confidential Information in the same manner it protects the confidentiality of its own similar confidential information, but in all events using at least a reasonable standard of care. The Recipient must restrict access to the Confidential Information to its personnel (and personnel of its affiliates) who have a need to access the Confidential Information for the Purpose, provided that such personnel are bound by obligations of confidentiality substantially similar to the terms of this Agreement.

4. Ownership. Confidential Information disclosed under this Agreement will remain the property of the Disclosing Party. The Disclosing Party does not grant any express or implied license or right to or under any patents, trade secrets, copyrights, trademarks or other rights in its Confidential Information under this Agreement.

5. Copying. Except as reasonably required for the Purpose, the Recipient will not copy or reproduce Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent.

6. Return. At the conclusion of the Purpose or the termination or expiration of this Agreement, the Recipient will return all Confidential Information (including copies) that the Disclosing Party made available to the Recipient under this Agreement. If return of the Confidential Information is not possible, the Recipient will destroy the Confidential Information and provide written certification to the Disclosing Party of the destruction of the Confidential Information. Notwithstanding the foregoing, the Recipient may retain a copy of the Confidential Information to comply with its records retention obligations or pursuant to its backup and archiving requirements, but any such Confidential Information retained remains subject to this Agreement.

7. Exceptions. Nothing in this Agreement prohibits or limits Recipient’s use of any information (including ideas, concepts, know-how, techniques, and methodologies) (i) known to the Recipient before it was received from the Disclosing Party without an obligation not to disclose such information, (ii) independently developed by the Recipient without use of the Confidential Information, (iii) acquired by the Recipient from a third party that was not, to the Recipient’s knowledge, under an obligation to the Disclosing Party not to disclose such information, or (iv) which is or becomes publicly available through no breach of this Agreement by the Recipient.

8. Compelled Disclosure. If Recipient receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information, the Recipient will promptly notify the Disclosing Party and provide reasonable assistance to the Disclosing Party, at the expense of the Disclosing Party, in the defense of such subpoena or other process to the extent allowable by law. Unless the subpoena or other process is timely limited, quashed or extended, the Recipient will then be entitled to comply with such subpoena or other process to the extent required by law.

9. No Obligation. Nothing in this Agreement obligates either party to proceed with any transaction, and the parties reserve the right to terminate the discussions concerning the Purpose.

10. Damages. The Recipient will be liable for the unauthorized disclosure of any Confidential Information.

The parties agree that the unauthorized disclosure of Confidential Information may cause the Disclosing Party irreparable damage for which remedies other than injunctive relief may be inadequate, and the Recipient agrees that in the event of a breach or threatened breach of the obligations hereunder, the Disclosing Party shall be entitled to temporary and permanent injunctive relief to enforce this provision without the necessity of proving actual damages. This provision shall not, however, diminish or alter any right to claim and recover damages.

11. Entire Agreement. This Agreement sets forth the entire understanding between the parties with respect to its subject matter, and supersedes all prior agreements, conditions, warranties, representations, arrangements, and communications whether oral or written, and whether by either party, any of their affiliates, or any of their employees, officers, directors, agents, or shareholders. This Agreement may be executed electronically and in any number of counterparts, each of which will be considered an original for all purposes, and all of which when taken together will constitute one agreement binding on the parties, notwithstanding that both parties are not signatories to the original or the same counterpart.

12. Assignment and Waiver. Neither party may assign its rights or delegate its duties or obligations under this Agreement without prior written consent of the other party. A waiver of any provision of this Agreement is not effective unless it is in writing and signed by the party against which the waiver is sought to be enforced. The delay or failure by either party to exercise or enforce any of its rights under this Agreement will not constitute or be deemed a waiver of that party’s right to thereafter enforce those rights, nor will any single or partial exercise of any such right preclude any other or further exercise of these rights or any other right.

13. Term and Termination. The term of this Agreement is five years from the latest date of signature below, except as specified herein for retained Confidential Information. Either party may terminate this Agreement upon 30 days’ prior written notice to the other party. Upon expiration or termination of this Agreement, the parties must comply with the requirements in Section 6, Return, above.

14. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Ohio, without giving effect to conflict of law rules. Exclusive jurisdiction and venue for any action arising under this Agreement is in the courts of Franklin County, Ohio.

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IN WITNESS WHEREOF, the Offeror has executed this Agreement as of the date first written above.

By: __________________________________

Name: _______________________________

Title: ________________________________

Date: ________________________________