Dataset in txt/064-19 Non Disclosure Agreement 2019.txt

Revised January 29th, 2019 
 
1 
 
NON-DISCLOSURE AGREEMENT 
Required Xnder JEA¶V Confidential Information Protection Program 
 
THIS NON-DISCLOSURE AGREEMENT ("AgUeePeQW´) iV eQWeUed iQWR WhiV ______day of 
__________ by and between JEA, located at 21 West Church Street, Jacksonville, Florida 32202 (the 
³Discloser´), aQd ____________________________________________________________ with an address 
at ______________________________________________ (Whe ³Recipient´) (hereafter Discloser and 
Recipient shall be referred to as the PARTIES}.
WHEREAS, 
the 
Recipient 
desires 
to 
work 
with 
the 
discloser 
and/or 
view  
______________________________________________________________________documents regarding 
____________________________________ (the ³Transaction´); and   
WHEREAS, the discloser is required by its internal policies, state and federal laws, rules, regulations 
or standards to ensure that sensitive and confidential information is protected and not disclosed to the public;  
 
WHEREAS, the Parties have entered into a transaction related to the _______________________.
The terms of those agreements are incorporated herein.
JEA & Florida State Sunshine Application ± JEA is a publicly owned utility and all official 
information sharing is governed by Florida Sunshine Laws.
The Florida Sunshine law is a series of laws 
designed to guarantee that the public has access to the public records of governmental bodies in Florida.
However, as per the Florida Sunshine Law, certain information that could impact safe and secure operation is 
exempt which includes information classified and protected under federal regulatory standards such as 
NERC CIP, HIPAA, FCRA, and FACTA.
Section 119.0713(4)(a), 5(a), F.S.
govern any local government 
agency exemptions from inspection or copying of public records and exempts certain information including 
Security measures, systems, or procedures from public disclosure including ± 
I.
Information related to the security of the technology, processes, or practices of a utility owned or 
operated by a unit of local government that are designed tR SURWecW Whe XWiliW\¶V QeWZRUkV, 
computers, programs, and data from attack, damage, or unauthorized access, which information, if 
disclosed, would facilitate the alteration, disclosure, or destruction of such data or information 
technology resources.
II.
Information related to the security of existing or proposed information technology systems or 
industrial control technology systems of a utility owned or operated by a unit of local government, 
which, if disclosed, would facilitate unauthorized access to, and alteration or destruction of, such 
systems in a manner that would adversely impact the safe and reliable operation of the systems 
and the utility.
III.
ReVXlWV Rf SeUiRdic iQWeUQal aXdiWV aQd eYalXaWiRQV Rf Whe VecXUiW\ SURgUaP fRU aQ ageQc\¶V daWa 
and information technology resources are confidential and exempt.
This agreement applies to disclosure of the protected information that is exempt from Florida 
Sunshine Law disclosure and in no shape or manner would this agreement supersede the provisions of 
Florida Sunshine Law.
NOW THEREFORE, in consideration of moving forward with the Transaction, the Recipient and the 
Revised January 29th, 2019 
 
2 
 
Discloser agrees as follows: 
 
1.
Definition of Confidential Information.
FRU SXUSRVeV Rf WhiV AgUeePeQW, ³Confidential Information´ PeaQV aQ\ data or information that is 
proprietary to the Parties and not generally known to the public, whether in tangible or intangible form, 
whenever and however disclosed, including but not limited to:  
a. the documents described in the Whereas clause above;  
b.
Critical Infrastructure Information (CII) or Bulk Electric System Information   
(BCSI) or Security Sensitive Information (SSI) classified by JEA 
c. Protected Health Information in both physical and electronic form (PHI and ePHI) 
d. Personal Identifiable Information (PII) 
e. any protected, non-public information concerning the design or operation of present 
or future critical infrastructure; 
f. any information that could be used to compromise or expose the vulnerability of the 
Parties Cyber systems, processes, programs data, communications, energy and 
operations systems or structures;  
g. any Copyright application code, source code, technical design (not released for open 
use), trade secret, scientific or technical information, invention, design, process, 
procedure, formula, improvement, technology or method;  
h. any computer software, source code, object code, flow charts or  databases; and  
i. 
any other information that should reasonably be recognized as sensitive or 
confidential information of the Recipient or the disclosing party.
Confidential Information shall not include information required to be disclosed in a judicial or 
administrative proceeding, or otherwise required to be disclosed by law or regulation, although the 
requirements of paragraph 6 hereof shall apply prior to any disclosure being made.
2.
Prohibition on Disclosure of Confidential Information.
The Parties will:  
a. limit disclosure of any Confidential Information to its directors, officers, employees, 
ageQWV RU UeSUeVeQWaWiYeV (cRllecWiYel\ ³ReSUeVeQWaWiYeV´) Zho have a need to know 
such Confidential Information in connection with the Transaction, and only for that 
purpose;  
b. keep all Confidential Information strictly confidential by using a reasonable degree 
of care, but not less than the degree of care used by it in safeguarding its own 
confidential information; and  
c. not disclose any Confidential Information received to any third parties (except as 
otherwise provided for herein).
The Recipient shall provide the Discloser with original signed copies of all of the 
Acknowledgements required under the preceding paragraph.
The Parties shall be responsible for any 
breach of this Agreement by any of their respective Representatives.
3.
Use of Confidential Information.
The Parties agree to use the Confidential Information solely in 
connection with the Transaction and not for any purpose other than as authorized by this Agreement without 
the prior written consent of an authorized representative of the Parties.
No other right or license, whether 
expressed or implied, in the Confidential Information is granted to the Parties hereunder.
Title to the 
Confidential Information will remain solely with the Party.
All use of Confidential Information by the 
Parties shall be for the benefit of the Parties and any modifications and improvements thereof by the 
Revised January 29th, 2019 
 
3 
 
Recipient shall be the sole property of Discloser.
Notwithstanding the foregoing, Confidential Information 
shall include any proprietary records created in the course of Whe ReciSieQW¶V course of engagement such as 
customized code, configuration, flowcharts or project data that was specifically designed to meet the needs 
of the Discloser.
The Parties agree to ensure that all copyright products, such as source codes, system design 
data/architecture, and other proprietary information, disclosed during the engagement is protected from any 
misuse, alteration, modification, sharing, or transfer to any party without express permission of the Discloser.
Such data is provided for the sole use of the Parties, and limited for the use under this agreement.
4.
Obligations of Receiving Party.
a.
No Use.
The Receiving Party agrees not to use the Confidential Information in any way, or 
to manufacture or test any product embodying Confidential Information, except for the 
purpose set forth above.
b.
No Disclosure.
The Receiving Party agrees to use the same degree of protection it uses for 
its own trade secret information, and in no event less than reasonable efforts, to prevent and 
protect the Confidential Information, or any part thereof, from disclosure to any person other 
WhaQ Whe ReceiYiQg PaUW\¶V ePSlR\eeV haYiQg a Qeed fRU diVclRVXUe iQ cRQQecWiRQ ZiWh Whe 
ReceiYiQg PaUW\¶V aXWhRUi]ed XVe Rf Whe CRQfideQWial IQfRUPaWiRQ.
c. Protection of Secrecy.
The Receiving Party agrees to take all steps reasonably within its 
control to protect the secrecy of the Confidential Information, and to prevent the 
Confidential Information from falling into the public domain or into the possession of 
unauthorized persons.
d. No Duplication.
The Receiving Party shall not duplicate Confidential Information furnished 
in tangible form except for purposes of this Agreement.
e. Return of Information.
on a Party's request, the other Party shall return all Confidential 
Information of the requesting Party, except for that portion of such Confidential Information 
that may be found in analyses prepared by, or for, the returning Party (collectively, 
³Analyses´), aQd Whe UeWXUQiQg PaUW\ aQd iWV ReSUeVeQWaWiYeV Vhall QRW UeWaiQ aQ\ cRSieV Rf 
such Confidential Information except the returning Party may retain one copy of the 
CRQfideQWial IQfRUPaWiRQ aV Qeeded WR cRPSl\ ZiWh aSSlicable laZ aQd/RU UeWXUQiQg PaUW\¶V 
record retention policies.
The Confidential Information retained by the returning Party, the 
portion of Confidential Information that may be found in Analyses prepared by, or for, the 
returning Party, and any Confidential Information furnished by the requesting Party not so 
requested or returned, will be held by the returning Party and kept subject to the terms of this 
Agreement or destroyed.
5.
Limits on Confidential Information.
The obligations and restrictions imposed by this Agreement 
will not apply to any information that:  
 
Revised January 29th, 2019 
 
4 
 
a.
The Recipient can demonstrate was already known to the Recipient prior to the disclosure 
by the Discloser; or,  
 
b. has become publicly known through no wrongful act of the Recipient; or,  
 
c. was received by the Recipient without breach of this Agreement from a third party without 
restriction as to the use and disclosure of the DiVclRVeU¶V Confidential Information; or,  
 
d. was independently developed by the Recipient without use of the DiVclRVeU¶V Confidential 
Information; or  
 
e. was ordered to be publicly released by the requirement of a government agency.
In this 
regard, the Parties understand that the Discloser iV VXbjecW WR FlRUida¶V PXblic RecRUdV AcW, 
Chapter 119, Florida Statutes, and that section 1004.22, Florida Statutes, provides limited 
protection of documents received by the Discloser.
6.
Compelled Disclosure of Confidential Information.
a.
The Recipient may disclose Confidential Information pursuant to any governmental, judicial, 
or administrative order, subpoena, discovery request, regulatory request or similar method, 
provided that the Recipient promptly notifies, to the extent practicable.
b.
The Recipient agrees that it shall not oppose and shall cooperate with efforts by, to the extent 
practicable, with respect to any such request for a protective order or other relief to preserve 
the confidentiality of the Confidential Information.
c. Notwithstanding the foregoing, if the Discloser is unable to obtain or does not seek a 
protective order and the Recipient is legally requested or required to disclose such 
Confidential Information, disclosure of such Confidential Information may be made without 
liability.
7.
Term.
a.
This  Agreement  shall  remain  in  effect  for  a  two-year term  (subject  to  a  one  year 
extension if the parties are still discussing and considering the Transaction at the end of the 
second year) or the term of the contract, whichever is greater.
b. NRWZiWhVWaQdiQg Whe fRUegRiQg, Whe SaUWieV¶ dXW\ WR hRld iQ cRQfideQce Confidential 
Information that was disclosed during term shall remain in effect indefinitely.
8.
Remedies.
a.
The Parties acknowledge that the Confidential Information is of a unique and valuable 
character, and that the unauthorized dissemination of the Confidential Information could 
cause irreparable harm to the Party and the general public.
b.
Therefore, the Parties shall be entitled to injunctive relief preventing the dissemination of 
any Confidential Information in violation of the terms hereof.
Such injunctive relief shall be 
in addition to any other remedies available hereunder, whether at law or in equity.
c. The Discloser shall be entitled to recover its cRVWV aQd feeV, iQclXdiQg UeaVRQable aWWRUQe\V¶ 
fees, incurred in obtaining any such relief.
Revised January 29th, 2019 
 
5 
 
 
 
The Recipient further acknowledges that the unauthorized disclosure of certain information 
perWaining Wo ³CriWical AsseWs´ or ³CriWical InfrasWrXcWXre´ may constitute a violation of state and federal 
law.
9.
Return of JEA Confidential Information.
The Recipient shall immediately return and redeliver to the other all tangible material embodying the  
JEA Confidential Information provided hereunder and all notes, summaries, memoranda, drawings,  manuals,  
records,  excerpts  or  derivative  information  deriving  there  from  and  all  other documents or materials 
(³NRWeV´) (aQd all cRSieV Rf aQ\ Rf Whe fRUegRiQg, iQclXdiQg ³cRSieV´ WhaW haYe beeQ cRQYeUWed WR 
computerized media in the form of image, data or word processing files either manually or by image capture) 
based on or including any JEA Confidential Information, in whatever form of storage or retrieval, upon the 
earlier of ± 
I. 
the completion or termination of the dealings between the parties contemplated 
hereunder; or 
II.
the termination of this Agreement; or  
III.
at such time as JEA may so request; provided however that the Recipient may retain 
such of its documents as is necessary to enable it to comply with its statutory 
document retention policies.
Alternatively, the Recipient, with the written consent of JEA may (or in the case of Notes, at the Recipient¶V 
option) immediately destroy any of the foregoing embodying JEA Confidential Information (or the 
reasonably non-recoverable data erasure of computerized data) and, upon request, certify in writing such 
destruction by an authorized officer of the Recipient supervising the destruction).
JEA reserves the right to 
require evidence supporting such an activity.
10.
Notice of Breach.
The Recipient shall notify the Discloser immediately upon discovery that any 
Confidential Information has been communicated or distributed to any unauthorized person or entity and will 
cooperate with efforts by the Discloser to help the Discloser regain possession of Confidential Information 
and prevent its further unauthorized use.
11.
No Warranty.
The Discloser shall have no liability to the Recipient or the Representatives resulting from any use of 
the Confidential Information.
The Discloser shall have sole responsibility for providing the Confidential 
Information necessary for Recipient WR SeUfRUP iWV RbligaWiRQV XQdeU Whe SaUWieV¶ AgUeePeQWV.
12.
Miscellaneous.
a.
This Agreement:   
i. 
is the complete agreement of the parties concerning the subject matter hereof and 
supersedes any prior such agreements with respect to further disclosures on such subject 
matter;  
ii.
may not be amended or in any manner modified except in writing signed by the parties;  
iii.
shall be governed and construed in accordance with the laws of the State of Florida without 
regard to its conflict of law provisions; and  
iv.
shall be binding upon and inure to the benefit of the parties and their respective successors, 
assigns and designees.
Revised January 29th, 2019 
 
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b.
The Federal and state courts located in Duval County, Florida shall have sole and exclusive 
jurisdiction over any disputes arising under this Agreement.
If any provision of this 
Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible 
and the unenforceable provision shall be deemed modified to the limited extent required to 
permit its enforcement in a manner most closely representing the intention of the parties as 
expressed herein.
Any failure by the Discloser to enforce the strict performance of any 
provision of this Agreement will not constitute a waiver of its right to subsequently enforce 
such provision or any other provision of this Agreement.
c. Any notices required or permitted to be given hereunder may be delivered by hand, 
deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by 
certified mail, return receipt requested, postage prepaid, in each case, to the address of the 
other party first indicated above.
All such notices or communications shall be deemed to 
have been given and received (a) in the case of personal delivery or electronic-mail, on the 
date of such delivery, (b) in the case of delivery by a nationally recognized overnight 
carrier, on the third business day following dispatch and (c) in the case of mailing, on the 
seventh business day following such mailing.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first 
above written.
JEA  
Recipient 
 
 
 
 
By __________________________  
By __________________________ 
Name:  
Name: 
 
Title:  
Title: