Attachment 2 - Confidentiality and Non-Disclosure Agreement
ATTACHMENT 2 Confidentiality and Non-Disclosure Agreement
The Housing Authority of the City of Atlanta, Georgia (“AHA”) hereby agrees to provide to _______________________________________________________________ (“Respondent”) certain data and information pertaining to AHA’s voice and data telecommunications network architecture (the “Subject Matter”) for the sole purpose of preparing a response to RFP 2017-0087 relating to the Subject Matter, subject to the terms and conditions of this Confidentiality and Non-Disclosure Agreement (“Agreement”). The effective date of this Agreement shall be the date upon which this Agreement is fully executed by both parties. 1. AHA Data. As used herein, the term “AHA Data” shall refer to information provided by or on behalf of AHA to Respondent relating to the Subject Matter and any other information, data, recommendations and findings provided by AHA that are either identified by AHA to be confidential or that are proprietary, sensitive or otherwise confidential, not generally available to the public reasonably, or generally considered to be confidential by nature. In return for access to AHA Data, Respondent agrees to abide by all state and federal laws, rules and regulations, including any penalty provisions contained therein, and the terms and conditions of this Agreement. The term “Appropriate AHA Contact” shall mean Catherine Buell, President and Chief Executive Officer, and Paul Vranicar, General Counsel, The Housing Authority of the City of Atlanta, Georgia, 230 John Wesley Dobbs Avenue, Atlanta, Georgia 30303. All requests for written permission shall be addressed to the Appropriate AHA Contact. Upon such written request, AHA agrees that it will respond to Respondent in a timely fashion. Notwithstanding anything to the contrary in this Agreement, the term “AHA Data” shall not include, and this Agreement shall not be deemed to restrict any use, disclosure or publication by Respondent of, any data (i) which Respondent can demonstrate to have been within its possession without an obligation of confidentiality prior to disclosure by AHA; or (ii) which was publicly available prior to disclosure by AHA; or (iii) which, after disclosure by AHA to Respondent, becomes publicly available through no fault of Respondent; or (iv) which is disclosed to Respondent without an obligation of confidentiality by a third party having possession thereof and the right to make such disclosure; or (v) which is independently developed by Respondent without reference to AHA Data. 2. Requests for AHA Data. Respondent agrees to notify AHA promptly, but in no event later than three (3) business days following receipt, of any requests, inquiries, Open Records Act requests, Freedom of Information Act requests, litigation discovery requests, subpoenas or judicial orders received by Respondent relating to AHA Data. Respondent agrees not to release any AHA Data prior to a good faith discussion between Respondent’s attorney and AHA’s General Counsel regarding the legal basis upon which Respondent determines disclosure is required under law. Respondent agrees to cooperate with AHA in opposing disclosure of AHA Data that AHA determines is protected from disclosure under state or federal law. 3. Protection of AHA Data. Respondent assumes full responsibility for the confidentiality of AHA Data after it is disclosed to Respondent. Respondent agrees to implement appropriate and effective procedures to ensure the confidentiality of AHA Data and to prevent its unauthorized disclosure. Respondent will store and maintain AHA Data and reports containing AHA Data in a physically secure place with access given only to authorized persons, as specified in writing herein. Upon request by AHA, Respondent shall promptly, and in no event later than 30 calendar days following AHA’s request, return or destroy all AHA Data (and certify to such destruction), in any form or format held, and all copies and any reproduction or extracts made of any such AHA Data (“Records”) delivered to Respondent. 4. Authorized Personnel. Respondent will take precautions to ensure that only authorized personnel specified in writing herein are given access to the data and that all personnel who are authorized to have access to AHA Data will be informed of the confidential nature of the data and the sanctions for disclosure of AHA Data to unauthorized persons. Exhibit A lists the persons who are authorized to have access to AHA Data. Respondent shall be liable for breaches of Confidentiality and Non-Disclosure Agreement Page 1
ATTACHMENT 2 its obligations hereunder and for any unauthorized use or disclosure of AHA Data by the persons it allows access to AHA Data, including the authorized persons listed in Exhibit A. 5.
Amendment. This Agreement shall not be amended except in a written agreement executed by the parties.
6. Governing Law. This Agreement is governed by Georgia law. This Agreement is executed under seal (which extends the statute of limitations) by authorized representatives of the parties. The parties agree by signing below. ACCEPTED AND AGREED TO BY:
ACCEPTED AND AGREED TO BY:
RESPONDENT: ___________________________________________
AHA: THE HOUSING AUTHORITY OF THE CITY OF ATLANTA, GEORGIA
By:________________________________________ Printed Name: ______________________________ Title: ______________________________________ Date:______________________________________
By: Printed Name:_______________________________ Title: ______________________________________ Date:
Confidentiality and Non-Disclosure Agreement Page 2
ATTACHMENT 2 Persons authorized to have access to AHA Data
Name*
Title
*Please list each person expected to have access to AHA Data
Confidentiality and Non-Disclosure Agreement Page 3
The Housing Authority of the City of Atlanta, Georgia (“AHA”) hereby agrees to provide to _______________________________________________________________ (“Respondent”) certain data and information pertaining to AHA’s voice and data telecommunications network architecture (the “Subject Matter”) for the sole purpose of preparing a response to RFP 2017-0087 relating to the Subject Matter, subject to the terms and conditions of this Confidentiality and Non-Disclosure Agreement (“Agreement”). The effective date of this Agreement shall be the date upon which this Agreement is fully executed by both parties. 1. AHA Data. As used herein, the term “AHA Data” shall refer to information provided by or on behalf of AHA to Respondent relating to the Subject Matter and any other information, data, recommendations and findings provided by AHA that are either identified by AHA to be confidential or that are proprietary, sensitive or otherwise confidential, not generally available to the public reasonably, or generally considered to be confidential by nature. In return for access to AHA Data, Respondent agrees to abide by all state and federal laws, rules and regulations, including any penalty provisions contained therein, and the terms and conditions of this Agreement. The term “Appropriate AHA Contact” shall mean Catherine Buell, President and Chief Executive Officer, and Paul Vranicar, General Counsel, The Housing Authority of the City of Atlanta, Georgia, 230 John Wesley Dobbs Avenue, Atlanta, Georgia 30303. All requests for written permission shall be addressed to the Appropriate AHA Contact. Upon such written request, AHA agrees that it will respond to Respondent in a timely fashion. Notwithstanding anything to the contrary in this Agreement, the term “AHA Data” shall not include, and this Agreement shall not be deemed to restrict any use, disclosure or publication by Respondent of, any data (i) which Respondent can demonstrate to have been within its possession without an obligation of confidentiality prior to disclosure by AHA; or (ii) which was publicly available prior to disclosure by AHA; or (iii) which, after disclosure by AHA to Respondent, becomes publicly available through no fault of Respondent; or (iv) which is disclosed to Respondent without an obligation of confidentiality by a third party having possession thereof and the right to make such disclosure; or (v) which is independently developed by Respondent without reference to AHA Data. 2. Requests for AHA Data. Respondent agrees to notify AHA promptly, but in no event later than three (3) business days following receipt, of any requests, inquiries, Open Records Act requests, Freedom of Information Act requests, litigation discovery requests, subpoenas or judicial orders received by Respondent relating to AHA Data. Respondent agrees not to release any AHA Data prior to a good faith discussion between Respondent’s attorney and AHA’s General Counsel regarding the legal basis upon which Respondent determines disclosure is required under law. Respondent agrees to cooperate with AHA in opposing disclosure of AHA Data that AHA determines is protected from disclosure under state or federal law. 3. Protection of AHA Data. Respondent assumes full responsibility for the confidentiality of AHA Data after it is disclosed to Respondent. Respondent agrees to implement appropriate and effective procedures to ensure the confidentiality of AHA Data and to prevent its unauthorized disclosure. Respondent will store and maintain AHA Data and reports containing AHA Data in a physically secure place with access given only to authorized persons, as specified in writing herein. Upon request by AHA, Respondent shall promptly, and in no event later than 30 calendar days following AHA’s request, return or destroy all AHA Data (and certify to such destruction), in any form or format held, and all copies and any reproduction or extracts made of any such AHA Data (“Records”) delivered to Respondent. 4. Authorized Personnel. Respondent will take precautions to ensure that only authorized personnel specified in writing herein are given access to the data and that all personnel who are authorized to have access to AHA Data will be informed of the confidential nature of the data and the sanctions for disclosure of AHA Data to unauthorized persons. Exhibit A lists the persons who are authorized to have access to AHA Data. Respondent shall be liable for breaches of Confidentiality and Non-Disclosure Agreement Page 1
ATTACHMENT 2 its obligations hereunder and for any unauthorized use or disclosure of AHA Data by the persons it allows access to AHA Data, including the authorized persons listed in Exhibit A. 5.
Amendment. This Agreement shall not be amended except in a written agreement executed by the parties.
6. Governing Law. This Agreement is governed by Georgia law. This Agreement is executed under seal (which extends the statute of limitations) by authorized representatives of the parties. The parties agree by signing below. ACCEPTED AND AGREED TO BY:
ACCEPTED AND AGREED TO BY:
RESPONDENT: ___________________________________________
AHA: THE HOUSING AUTHORITY OF THE CITY OF ATLANTA, GEORGIA
By:________________________________________ Printed Name: ______________________________ Title: ______________________________________ Date:______________________________________
By: Printed Name:_______________________________ Title: ______________________________________ Date:
Confidentiality and Non-Disclosure Agreement Page 2
ATTACHMENT 2 Persons authorized to have access to AHA Data
Name*
Title
*Please list each person expected to have access to AHA Data
Confidentiality and Non-Disclosure Agreement Page 3
