T1426 Attachment 2 Conf Agree 09-09-23.docx

ATTACHMENT 2

SAMPLE CONFIDENTIALITY AGREEMENT

This Agreement made and entered into between the State of New Jersey, acting by and through the Director of the Division of Purchase and Property in the Department of the Treasury, for and on behalf of the Division of Taxation, hereinafter referred to as the State or Disclosing Party, and hereinafter referred to as the Receiving Party.

The State of New Jersey, Division of Taxation, as part of the contract that will result from this Request for Proposal ("RFP"), intends to disclose confidential information to persons who agree to the terms of this Confidentiality and Non-Disclosure Agreement. Any firm that enters into the contract, must agree to the terms set forth in this Confidentiality and Non-Disclosure Agreement and evidence such agreement by signing and returning this Confidentiality and Non-Disclosure Agreement to the State Contract Manager. The terms of this Confidentiality and Non-Disclosure Agreement shall continue for the duration of the Contract, and the contractor selected by the State will, thus, continue to abide by all of the terms set forth herein for this period, or such later date if the parties mutually agree.

1. Confidential Information

a. "Confidential Information" shall mean any information or data of a confidential nature, which is not considered public record, including but not limited to: (a) personal information about individuals and entities; (b) technical, developmental, marketing, sales, operating, performance, cost, know-how, methodologies, business and process information; (c) computer programs and related documentation, including related programming know-how and techniques; and (d) all record-bearing media containing or disclosing such information, know-how and techniques disclosed to [Receiving Party] under this Agreement. Without limiting the generality of the foregoing, it is expressly acknowledged that: Pursuant to NJSA 54:50-8 (records confidential) all of the records and files of the Division of Taxation are confidential.

b. Confidential Information shall not include information that (a) is or becomes available to the public other than by disclosure by the [Receiving Party] in violation of this Agreement; (b) was demonstrably known to [Receiving Party] previously with no obligation to hold it in confidence;

(c) is independently developed by either party without recourse to the Confidential Information; or (d) was rightfully obtained by either party from a third party without an obligation of confidentiality.

2. Disclosure to Third Parties [Receiving Party] shall not disclose Confidential Information to any third party (including Receiving Party's agents, representatives, independent consultants/contractors, subcontractors, as well as any third party's agents, representatives, independent consultants/contractors and subcontractors) unless, prior to any disclosure, the [Receiving Party] has obtained [Disclosing Party's] written permission and the third party has executed a confidentiality and nondisclosure agreement provided by [Disclosing Party] which requires the third party recipient to consent to abide by the terms of this Agreement. [Receiving Party] shall not allow the Confidential Information to be accessed through a computer bulletin board or other "shareware" distribution process.

3. Protection of Confidential Information

a. All of the Receiving Party’s agents, representatives, independent consultants/contractors, subcontractors, as well as any third party's agents, representatives, independent consultants/contractors and employees permitted access to the areas of the worksite containing confidential tax information shall sign Form M-1010-V “Employee Certification and Agreement to Adhere to the Confidentiality Provisions of the State Uniform Procedure Law, the Internal Revenue Code, and the Policies of the Various Divisions of the Department of the Treasury

Relating to Access to Tax Records and Files” certifying agreement to adhere to the confidentiality provisions of New Jersey law and the Internal Revenue Code relating to tax records and files. The terms of the certification and agreement are binding during the period of this contract and thereafter. Violations of New Jersey law and Internal Revenue Code provisions concerning the confidentiality of tax information, tax records and tax files may be considered a crime and may be subject to prosecution. The Form M-1010V is attached to this document.

b. The Confidential Information, including permitted copies, shall be deemed to be the exclusive property of the [Disclosing Party]. [Receiving Party] shall (a) only use Confidential Information as provided by this Agreement and within its secure, approved worksite location within the State of New Jersey, (b) only disclose the Confidential Information to its employees or authorized `representatives who have a need to know, or are legally permitted to have access to such information, and sign this Confidentiality and Non-Disclosure Agreement, (c) treat the Confidential Information with the same degree of care that it would afford to its own confidential information of a similar nature, but no less than reasonable care, (d) have no right, title, or interest in the Confidential Information except as provided for in this Agreement, (e) notify [Disclosing Party] within two (2) business days of any loss or unauthorized disclosure or use of the Confidential Information, (f) not remove, modify or obliterate any copyright, trademark, or other proprietary rights notice from the Confidential Information, and (g) return any and all Confidential Information to [Disclosing Party] which may be in [Receiving Party's] possession immediately upon termination of this Agreement.

4. Relief / Remedy [Receiving Party] acknowledges that any disclosure or use of any Confidential Information in violation of this Agreement may cause [Disclosing Party] irreparable harm, the amount of which is difficult to estimate, making any remedy at law or in damage inadequate. Therefore, [Receiving Party] agrees that [Disclosing Party] shall have the right to obtain from any court of competent jurisdiction specific performance or other temporary or permanent injunctive relief for any breach or threatened breach of this Agreement. This right shall be in addition to any other remedies available to [Disclosing Party] in law or in equity.

5. Termination Upon termination of the purpose for which the Confidential Information was disclosed (or earlier upon the request of [Disclosing Party], [Receiving Party] shall promptly return to the [Disclosing Party] or destroy all Confidential Information and any copies of documents, papers or other material which may contain or be derived from the Confidential Information which is in its possession. At [Disclosing Party's] request, [Receiving Party] shall provide a certificate certifying that it has satisfied its obligations under this paragraph.

6. Miscellaneous

a. Any notice required or permitted to be given under this Agreement shall be given in writing and shall be effective from the date sent by registered or certified mail, by hand, facsimile, or overnight courier to the addresses set forth on the first page of this Agreement.

b. This Agreement shall not be changed, modified or amended except by a writing signed by the parties. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The [Receiving Party] shall not assign this Agreement without the prior written consent of the [Disclosing Party].

c. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any kind and every nature between them.

d. The individual executing this Agreement on behalf of the [Receiving Party] hereby represents and warrants that he or she is duly authorized to execute this Agreement on behalf of [Receiving Party].

e. The obligations with respect to Confidential Information created by this Agreement will survive until such time as the Confidential Information becomes publicly known.

f. If any provision of this Agreement is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision.

g. This Agreement shall be governed in all respects by the laws of the State of New Jersey without giving effect to conflicts of laws principles. Any litigation arising out of or in connection with this Agreement shall take place in a State or Federal court of competent jurisdiction in New Jersey.

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