confidentiality and non-disclosure agreement - Citizens Property ...

Attachment G,Confidentiality and Non-Disclosure AgreementCONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTTHIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the "ConfidentialityAgreement"), dated this ____ day of _________________________________________, 2012, (the"Effective Date") is entered into by ________________________________ (“Vendor”), and CitizensProperty Insurance Corporation, a legislatively created governmental entity, having its principal place ofbusiness at 2312 Killearn Center Boulevard, Building A, Tallahassee, FL 32309 (“Citizens”).1. Confidential Information(a) In performing its obligations under contract with Citizens (the “Services”), Vendor may come incontact with or review Citizens’ confidential data, claims information, policyholder information,similar “non-public personal information” as defined in Title V of the Gramm-Leach Bliley Act (15U.S.C. Section 6801, et. seq.), and other information that is confidential and exempt from disclosurepursuant to state and federal statute, including Section 627.351(6), Fla. Stat. (“Citizens’ ConfidentialData”).(b) Vendor shall treat and hold Citizens’ Confidential Data in strict confidence, will not disclose it tothird parties, and will prohibit access to any other person or entity, except as specifically set forth inthis Confidentiality Agreement or the contract. Unless agreed to by Citizens in writing, Vendor mustreturn Citizens' Confidential Data once the contract is complete.(c) The reports, analyses, presentations and similar items that Vendor delivers to Citizens as part of theServices are collectively referred to as the “Deliverables”. Citizens acknowledges that Vendor mayhave other employees, agents, or representatives under contract, which will be assisting Vendor inperforming the Services and in the creation of the Deliverables. Citizens agrees that these people mayhave access to Citizens’ Confidential Data, only after they first execute a written Confidentiality andNon-Disclosure Agreement with Vendor that has the same or greater obligations as set forth in thisConfidentiality Agreement. Shortly after execution, Vendor shall deliver to Citizens a copy of allexecuted Confidentiality and Non-Disclosure Agreements.2. Security and ConfidentialityVendor agrees to exercise a high level of care sufficient to protect Citizens’ Confidential Data fromunauthorized disclosure. The sale, disclosure, duplication, or unauthorized use of Citizens’ ConfidentialData is a Material Breach of this Confidentiality Agreement. Vendor shall not be required to keepconfidential information or material that is publicly available through no fault of Vendor, material thatVendor developed independently without relying on Citizens’ Confidential Data, or material that isotherwise obtainable under state law as a public record. This section shall survive the termination of thisConfidentiality Agreement, regardless of the reason for termination. To insure confidentiality, Vendorshall take appropriate steps as to its personnel, agents, and subcontractors. The warranties of thisparagraph shall survive the Contract.Vendor acknowledges and agrees that Citizens will suffer irreparable harm in the event that Vendor failsto comply with the terms of this Confidentiality Agreement and specifically the provisions of paragraph 1and 2. Vendor further acknowledges and agrees that monetary damages will not be adequate tocompensate Citizens. Accordingly, in addition to any other remedies available to it at law or in equity,Citizens shall be entitled to injunctive relief to enforce the terms of this section and the ConfidentialityAgreement.

Attachment G,Confidentiality and Non-Disclosure Agreement3. Public RecordsVendor acknowledges that Citizens may be subject to Chapter 119, Florida Statutes, public recordrequests (“PRR”); therefore, any information provided to Citizens may fall within the disclosurerequirements of Chapter 119, Florida Statutes.If Vendor receives a PRR that is in any way related to the Reinsurance Agreements Vendor agrees toimmediately forward the PRR to Citizens for logging and processing. Citizens shall be the Partyresponsible for coordinating the response and production to the PRR. Vendor is not authorized tounilaterally respond to a PRR without express written direction from Citizens.VENDOR agrees to assist Citizens in responding to any PRR in a prompt and timely manner as requiredby Chapter 119, Florida Statutes.4. Jurisdiction and VenueThis Confidentiality Agreement shall be construed, enforced, and administered according to the laws ofthe State of Florida. The parties agree that venue for any suit (whether in law or equity) that may ariseout of, or be brought to enforce or interpret this Contract shall only be in Leon County, in the State ofFlorida. The Parties agree that, if a disagreement arises as to the terms or enforcement of any provision ofthis Confidentiality Agreement, each party shall in good faith attempt to resolve the disagreement prior tothe filing a lawsuit or commencing a legal action. The parties also agree to waive any right to jury trial.5. Modification of TermsThe Contract contains all the terms and conditions agreed upon by the parties, which terms and conditionsshall govern all transactions between Citizens and Vendor. The Contract may only be modified oramended upon mutual written agreement of Citizens and Vendor. No oral agreements or representationsshall be valid or binding upon Citizens or Vendor. No alteration or modification of the Contract terms,including substitution of product, shall be valid or binding against Citizens.6. WaiverThe delay or failure by a party to exercise or enforce any of its rights under this Contract shall notconstitute or be deemed a waiver of the party’s right thereafter to enforce those rights, nor shall any singleor partial exercise of any such right preclude any other or further exercise thereof or the exercise of anyother right.7. Execution in CounterpartsThe Contract may be executed in counterparts, each of which shall be an original and all of which shallconstitute but one and the same instrument.8. SeverabilityIf a court deems any provision of the Contract void or unenforceable, that provision shall be enforcedonly to the extent that it is not in violation of law or is not otherwise unenforceable and all otherprovisions shall remain in full force and effect.Citizens and Vendor certify by their undersigned that they have read this Confidentiality Agreement andagree to be bound by their terms and conditions.

Attachment G,Confidentiality and Non-Disclosure AgreementPRINT VENDOR NAME: _____________________________________________________Signature: ___________________________Name: _____________________________Title:_____________________________Date:_____________________________