The Vendor is receiving, from the Office of the Chief Information Officer (OCIO), information deemed to be sensitive and strictly confidential in relation to Request for Proposal OCIO.2425.003 – Learning Management System. The Vendor must acknowledge its obligations regarding the Confidential Information, in particular the obligation not to disclose such information other than in accordance with this DND.
1.1 Definitions
Confidential Information means:
(a) All oral, written or electronic information and data, as well as any supporting materials and documentation, supplied to the Vendor by the OCIO.
(b) Confidential Information shall not include any information, which, at the time such information was provided to the Vendor, was, or thereafter became part of the public domain through no act or omission of the Vendor or which was received or developed by the Vendor free of any obligations of confidentiality to the OCIO.
1.2 Ownership of Confidential Information
OCIO have and retain ownership to the Confidential Information referenced in this DND. The Vendor obtains no rights of ownership in acquiring the Confidential Information except to the limited right to use the Confidential Information in the RFP process.
1.3 Vendor Obligations of Non-Disclosure
1.3.1 The Vendor shall treat all Confidential Information, which it receives or obtains from OCIO as strictly privileged and confidential and shall not divulge the same to any person or persons except as permitted under this DND.
1.3.2 The Vendor shall only use the Confidential Information it receives, obtains or acquires to inform the RFP process and shall not permit the use of the Confidential Information for any other purpose.
1.3.3 The Vendor will remain liable for the obligation to hold the Confidential Information in strict confidence and shall provide the information to its employees, subcontractors and partners only on a need-to-know basis.
1.3.4 Upon the completion of the RFP, the Vendor shall return to OCIO all Confidential Information acquired or shall destroy all copies and versions of the Confidential Information in the possession of, or under the control of, the Vendor and shall certify its destruction to OCIO. Notwithstanding the return or destruction of the Confidential Information, the obligation of the Vendor to hold the Confidential Information in strict confidence survives the expiration of this DND.
1.3.5 The Vendor shall ensure that it has in place and follows systems, processes, protocols and policies appropriate and necessary to maintain the physical and electronic security of all Confidential Information. At a minimum, this should use the same level of physical and electronic security as the Vendor employs to avoid disclosure or dissemination of the vendor’s own confidential information.
1.3.6 The Vendor shall notify OCIO promptly of any unauthorized possession, use or knowledge, or attempt thereof, of the Confidential Information in the possession of the Vendor, shall furnish to OCIO full details of the unauthorized possession, use or knowledge and shall assist OCIO in investigating and preventing the recurrence of any unauthorized possession, use or knowledge. In addition, the Vendor shall cooperate with the OCIO in any investigation and litigation against third parties deemed necessary by OCIO to protect the Confidential Information.
1.4 Remedies in the Event of Disclosure
The Vendor agrees that any breach of this DND shall result in irreparable harm to the Government of Newfoundland and Labrador for which damages would be an inadequate remedy. Therefore, in addition to any rights and remedies otherwise available at law, OCIO shall be entitled to equitable relief, including relief by injunction, to prevent such breach, the continuation of such breach or the occurrence of such breach at any time.
On behalf of the Vendor, I declare I am authorized to acknowledge and uphold the obligations regarding the Confidential Information. I further agree not to disclose Confidential Information other than in accordance with this DND.
