Sample Service Firm Confidential Disclosure Agreement - Free Download
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Non-Disclosure Agreement
for
Request for Proposal, Information Technology Services
August 1, 2007
-1-
THIS CONFIDENTIALITY AGREEMENT (“Agreement”), effective as of
_________________ (“Effective Date”), is entered into by and between the Administrative Office of
the Courts (the “AOC”) and [company name], a [ ] corporation, with its principal address at
[complete address], (hereinafter the “Company”).
WHEREAS, the State of California, acting through the Judicial Council of California,
Administrative Office of the Courts is planning to disclose certain confidential information to
potential vendors who wish to bid on the Request for Proposal for Judicial Council of California
Administrative Office of the Courts (AOC) for Information Technology Services, including all
Statements of Work, dated on or about July 31, 2007 (collectively, the “RFP”);
WHEREAS, each potential vendor who wishes to submit a response to the RFP must have
access to that confidential information in order to construct a response to the RFP, including a bid;
and
WHEREAS, the AOC requires each potential vendor identified to receive the RFP to sign
this Confidentiality Agreement and return it to the AOC as a condition of receiving the RFP;
NOW THEREFORE, in consideration of the promises and of the mutual promises and
agreements herein contained, it is agreed by and between the parties hereto as follows:
1. Company agrees that all information, documents, data, materials and the AOC
proprietary software systems disclosed to, or accessed by, Company in connection with,
or related to, the RFP or the RFP process, in any form whether oral or written, or in any
medium, including but not limited to any of the following is “Confidential Information”
under the terms of this Agreement:
a. The subject matter described in, and referred to, in the RFP, its associated
Statements of Work (“SOWs”) or any other attachments, or during the RFP
process (collectively “AOC Requirements”);
b. The RFP document (including all attachments), its content, and all supporting
data, materials and all other information provided to Company in any form or
medium in or in relation to the AOC’s RFP;
c. Any information, data, document or material concerning or related to the AOC
Requirements, including but not limited to the AOC Requirements described in
the RFP, SOWs, and all subsequent information, data, document or materials that
may be provided to Company from time to time during the RFP process,
including but not limited to any information, data, document or materials
provided during or in response to any questions from Company or another
recipient of the RFP;
d. The SOW documents (including all attachments), their content, and all supporting
