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The recipient agrees to use the information only for the permitted purpose, protect it with reasonable industry-standard controls, restrict disclosure to authorized representatives, and notify the owner of any unauthorized disclosure. The agreement also sets exceptions, including publicly available information, third-party lawful possession, independent development, and disclosures required by law with notice. It further includes an indemnification obligation from recipient to owner and severability for enforceability.","Nondisclsoure agreement\nThis Agreement is dated _____________________________, 2016, and made by and between [Name/address of State Agency or Department] _________________________________ (“Owner”) and [Name/address of Recipient] __________________________________ (“Recipient”).\nRECITALS:\nOwner possesses Confidential Information that is nonpublic, confidential, and proprietary, which Owner is willing to disclose to Recipient on the terms and conditions set forth below; and\nRecipient, for valuable consideration the sufficiency of which is hereby acknowledged, agrees to the following terms and conditions in accepting the Confidential Information, and to use the Confidential Information solely for the purpose of: _______________________________________________ (“the Permitted Purpose”).\nNOW IT IS AGREED AS FOLLOWS:\n“Confidential Information” means any and all nonpublic information relating to the current and future operations and services of Owner, including but not limited to, planning, specifications, concepts, technical information, techniques, drawings, sketches, models, know-how, data, databases, electronic information, emails, processes, designs, photographs, apparatus, equipment, specifications, software programs, source code, software documentation, manuals, and formulae. The parties further agree that Confidential Information shall also include information received by Recipient prior to the execution of this Agreement and that would otherwise qualify as Confidential Information as provided herein. Confidential Information does not include information that:\nIs lawfully within the public domain other than through disclosure or default by the Recipient;\nWas lawfully obtained from a third party who was legally in possession of the information, and who is authorized in writing by Owner to disclose it;\nWas independently developed by Recipient without the use of the Confidential Information, or any derivative works, and without the use of knowledge learned from accessing the Confidential Information; or\nIs subject to the requirements of the California Public Records Act (“CPRA”) or otherwise required to be disclosed by order of a court, administrative agency or other governmental body with competent jurisdiction provided that Recipient notifies Owner within three (3) business days of receipt of such an order so that Owner may, in its sole discretion, seek a protective order from a court of competent jurisdiction preventing or restricting disclosure. Recipient will not oppose any action instituted by Owner but will instead cooperate with Owner to obtain an appropriate protective order.\nWas ordered to be publicly released by court order or by the lawful order of a governmental agency.\nRecipient undertakes for a period of five (5) years from the date of this Agreement:\nTo protect the secrecy of all Confidential Information that it may acquire in any manner by, at a minimum, implementing reasonable, industry-standard controls to maintain its confidentiality and to prevent unauthorized disclosures;\nTo prevent the Confidential Information from falling into the public domain or into the possession of unauthorized individuals or entities.\nTo use the Confidential Information exclusively for the Permitted Purpose, unless Recipient first obtains the written consent of Owner;\nNot to disclose such Confidential Information whether verbally or in writing, except to authorized representatives of Recipient who need to have access to the Confidential Information in order to effectuate the Permitted Purpose;\nTo inform any third party to whom Recipient discloses Confidential Information that it is confidential, and obtain their written agreement to keep it confidential on the same terms as this Agreement;\nTo return Confidential Information immediately upon Owner’s request or when no longer required for the purposes of this Agreement, or to destroy all copies of the Confidential Information maintained in hard copy, electronic media, or in any other","cbCaifjgSVKh3VYT","https://ap.wps.com/l/cbCaifjgSVKh3VYT","docx",28549,5,"English","en",105,"# Recitals\n## Definition of Confidential Information\n# Confidentiality Obligations\n## Permitted Purpose and Non-Disclosure\n## Duration and Protection Requirements\n## Required Disclosures and Notice\n# Indemnification\n## Defense, Costs, and Settlement Conditions\n# Severability","[{\"question\":\"What qualifies as “Confidential Information” under this agreement?\",\"answer\":\"It includes all nonpublic information relating to the owner’s current and future operations and services, such as technical data, drawings, models, know-how, databases, emails, processes, designs, software and documentation, and formulas.\"},{\"question\":\"What are the recipient’s core confidentiality obligations?\",\"answer\":\"The recipient must protect the confidentiality using reasonable industry-standard controls, use the information only for the permitted purpose, restrict disclosure to authorized representatives, require third parties to keep it confidential, and return or destroy confidential materials when no longer needed or upon request.\"},{\"question\":\"What exceptions apply and how are legally required disclosures handled?\",\"answer\":\"Confidential Information does not include information already public through no fault of the recipient, lawfully obtained from an authorized third party, independently developed without using the confidential information, or information required to be disclosed under applicable legal processes, provided the recipient notifies the owner within three business days to allow seeking a protective order.\"}]","Nondisclosure Agreement - 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