Supplemental_Non-Disclosure_Terms_and_Conditions.pdf

Supplemental Non-Disclosure Terms and Conditions Rev. 02.2022

NON-DISCLOSURE

TERMS AND CONDITIONS

1. Contractor acknowledges that RTD has made and will make available to Contractor from time to time certain Information that is highly confidential to RTD, whether or not such Information shall be held to be confidential under Colorado law. “Information” means all information relating to the Contract or derived by virtue of Contractor’s Work under the Contract, whether such Information is conveyed to Contractor electronically, in writing, or is otherwise communicated to Contractor during the course of Contractor’s engagement under the Contract, and includes, without limitation, pricing and technical information related to the Contract or various subcontracts, proprietary information about various businesses that would perform work on RTD’s behalf, access and source codes concerning RTD systems and property, pricing and technical information obtained from RTD’s employees, agents, or contractors engaged in work integral to the Contract, and the information described in the Critical Infrastructure and Sensitive Security Information Terms and Conditions if included in the Contract.

2. Contractor expressly covenants and agrees that no employee, agent, or subcontractor of Contractor shall disclose all or any part of the Information to any person, firm, corporation, association, or partnership without the written permission of RTD. Contractor shall hold all of RTD’s Information at all times in trust and strictest confidence for RTD from and after the date of its creation or disclosure to Contractor. Contractor shall prevent the impermissible release of RTD’s Information, including to Contractor’s employees, agents, and subcontractors who do not have a need to know the Information. Contractor shall not retain nor incorporate any of the Information into any database or any medium other than as may be required for RTD’s exclusive benefit. Contractor will not alter or remove markings from Information that indicate its confidentiality or require specific handling instructions without the express written consent of RTD. Contractor shall not duplicate or disclose or otherwise reveal the Information in any manner inconsistent with these terms and conditions. In addition, Contractor shall not use RTD technology, data, or Information to perform an illegal act and shall not share any password or account access provided exclusively to Contractor. Contractor will not attempt to use or obtain access codes in an unauthorized manner or from another user. Contractor shall not allow non-employees to access RTD computer systems, unless otherwise specifically allowed by RTD. Contractor agrees to promptly notify an authorized representative of RTD of any misuse, misappropriation, or unauthorized disclosure of Information and will take all reasonable steps to protect any further unauthorized disclosure.

3. Contractor agrees to abide by the statements made regarding the use of Information, including, without limitation, any on the use of RTD’s computers. Contractor agrees to be bound by these policies and procedures.

4. If Contractor engages any subcontractors that will need access to the Information to perform Work under the Contract, it shall ensure those subcontractors are bound by and perform in accordance with these terms and conditions.

5. Contractor acknowledges that its faithful compliance with these terms and conditions is necessary to protect RTD and that any action on Contractor’s part that is inconsistent with

Supplemental Non-Disclosure Terms and Conditions Rev. 02.2022 these terms and conditions or with any RTD policy or procedure will cause RTD irreparable and continuing harm. Therefore, if anything Contractor does is inconsistent with these terms and conditions or any such policy or procedure, Contractor consents to RTD obtaining a court order to stop Contractor’s inconsistent actions and otherwise to prevent any, without RTD having to post any bond or security for such order. RTD may pursue other remedies available to it, all of which are nonexclusive and cumulative.

6. Any violation of these terms and conditions may result in cancellation of Contractor’s access to the Information, including a requirement that any Information be returned to RTD immediately, and may be cause for RTD to prohibit Contractor from performing any work for RTD and removing Contractor from RTD property or other appropriate action up to and including termination of the Contract.

7. These terms and conditions will remain in effect so long as Contractor is performing

Work for RTD or so long as Contractor has access to the Information, whichever is longer. Upon termination of the Contract, or at RTD’s request, whichever is earlier, Contractor will transfer, return to RTD, or destroy all copies of Information in Contractor’s possession.

8. Notwithstanding the foregoing, Contractor may disclose the Information as required by applicable law or by proper legal or governmental authority, provided that Contractor gives RTD prompt written notice of any such demand and reasonably cooperates with RTD in any effort to seek a protective order or otherwise contest such disclosure.