Non-Disclosure Agreement s8

Commonwealth of Pennsylvania EISO Application Services and Support RFP # 6100034602

APPENDIX S NON-DISCLOSURE AGREEMENT

1. ______(Company), located at ______wishes to receive certain trade secrets, confidential and proprietary information, and/or sensitive information (hereinafter collectively "Information") pertaining to the Office of Administration EISO Application Services and Support RFP 6100034602 (the “RFP”) from the Commonwealth. This Non-Disclosure Agreement (Agreement) covers all communication of Information between the Company and the Commonwealth in any form whatsoever, including oral, written and machine readable form, pertaining to the above.

2. The Company intends to be legally bound. This Agreement shall not fail for want of consideration.

3. Company wishes to receive the Information for the sole purpose of submitting a proposal in response to the Commonwealth’s RFP.

4. Disclosure of Information by the Commonwealth is in strictest confidence and thus Company understands that it will:

a) Not disclose to any other person or organization the Information

b) Use at least the same degree of care to maintain the Information secret as the Company uses in maintaining as secret its own secret information, but always at least a reasonable degree of care;

c) Use the Information only for the above purposes;

d) Restrict disclosure of the Information solely to those employees of Company having a need to know such Information in order to accomplish the purpose stated above;

e) Advise each such employee, before he or she receives access to the Information, of the obligations of Company under this Agreement, and require each such employee to maintain those obligations;

f) Within fifteen (15) days following request of the Commonwealth or the announcement of the award of the Contract, whichever is first, return to the Commonwealth the Information in all forms in which it exists, including all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Information. Where the Information cannot be returned, the Company shall confirm and certify to the Commonwealth, in writing, the destruction of such Information; and

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g) Immediately upon sale of Company or merger of Company with a third party, return to the Commonwealth all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Information, or confirm to the Commonwealth, in writing, the destruction of such materials.

5. This Agreement imposes no obligation on Company with respect to any portion of the Information received from the Commonwealth which (a)(1) was known to the Company prior to disclosure by the Commonwealth and (2) as to which the Company has no obligation not to disclose or use it, (b) is lawfully obtained by the Company from a third party under no obligation of confidentiality, (c) is or becomes generally known or available other than by unauthorized disclosure, or (d) is independently developed by the Company.

6. The Information shall remain the sole property of the Commonwealth or the originating agency or other third party.

7. In the event of a breach or threatened breach or intended breach of this Agreement by Company, the Commonwealth, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctions, enjoining and restraining such breach or threatened breach or intended breach.

8. Company understands that the Commonwealth may not own the intellectual property rights in all of the Information that it provides to Company.

9. The rights and obligations of the Company under this Agreement may not be sold, assigned or otherwise transferred.

10. The Company understands that breach of this Agreement may result in, but not be limited to, disqualification for the procurement under the RFP, or remedies in accordance with the provisions and penalties of 18 Pa.C.S. Section 4904 (having to do with unsworn falsification to authorities). 11. The Company shall indemnify, defend and hold harmless the Commonwealth from all claims and actions, whether in law or equity, resulting from breach or other violation of this Agreement by the Company or any person or organization to which the Company disclosed Information, including its directors, officers, employees and agents. Additionally, the Company shall reimburse the Commonwealth for any fines or penalties imposed on the Commonwealth as a result of a breach of this Agreement by the Company or any person or organization to which the Company disclosed Information, including its directors, officers, employees and agents.

12. The validity, construction, and performance of this Agreement are governed by the laws of the Commonwealth of Pennsylvania. This Agreement supersedes and takes precedence over any prior or contemporaneous agreement regarding the same subject. This Agreement shall be effective upon the date the Company’s required signatures are fully affixed. The obligations of this Agreement shall extend as long as any portion of the Information resides with the Company or with any person or organization to which

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the Company disclosed any portion of the Information. The remedies of this Agreement shall be available without expiration.

This Agreement is binding upon the Company, and upon the directors, officers, employees, and agents of the Company.

SIGNATURE AND CERTIFICATION BY COMPANY

Signature (Must be an original ink signature) Date

As a corporate entity, please have either the president or vice president and either the secretary/assistant secretary or treasurer/assistant treasurer of the corporation sign. If any other person has authority to execute contracts, that person may sign, but a copy of the document or documents conferring that authority (such as by-laws or corporate resolution) must be sent with this agreement when returning it to the Commonwealth.