Mutual Confidentiality and Non-Disclosure Agreement
This Mutual Confidentiality and Non-Disclosure Agreement (“Agreement”) is made this
_______________ (“Effective Date”) by and between ______________________
(“Respondent”), with an office at _________________________________, and the City and
County of San Francisco (“City), State of California, each individually referred to as a “Party,”
and collectively, the “Parties.”
WHEREAS, Respondent wishes to submit a proposal in response to the competitive
solicitation Active Dental Request For Proposals (ASO-PPO) for PY2027 (RFPQHSS2025.B2)
(“RFP”) as requested by the City’s San Francisco Health Service System (“Department”); and
WHEREAS, Respondent represents and warrants that it is qualified to perform the Services
as set forth in the RFP; and
WHEREAS, Respondent understands that it is required to meet the minimum qualifications
to bid as set forth in the RFP; and
WHEREAS, Respondent represents and warrants that it did not participate in any part of the
RFP development process and had no knowledge of the specific contents of the RFP prior to its
issuance; and
WHEREAS, as a result of this RFP, if selected, Respondent will enter into discussions with
City with respect to a business relationship between Respondent and City to perform the Services
as set forth in the RFP;
Now, THEREFORE, the parties agree as follows:
In the course of, or for the purpose of facilitating such discussions with the City with respect to a
business relationship between Respondent and City to perform the Services as set forth in the RFP,
including, but not limited to, all discussions, responses and submissions in connection with the
RFP (the “Purpose”), either Party may disclose to one another Confidential Information as defined
below. For good and valuable consideration, the receipt and sufficiency of which is acknowledged
by each Party, this Agreement sets out the Parties’ respective obligations with respect to the
Confidential Information which one party to this Agreement receives (the “Receiving Party”) from
the other Party (the “Disclosing Party”).
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1. Confidential Information. “Confidential Information” includes the existence and terms of
this Agreement, and any business or technical information or processes, whether or not stored
in any medium, relating to the Disclosing Party's business or City’s business (and/or those
of the City’s or the Disclosing Party’s suppliers and customers), including, but not limited
to: equipment; software; designs; technology; technical documentation; product or service
specifications or strategies; marketing plans; pricing information; financial information and
data; demographic information; information relating to existing, previous, and potential
suppliers, customers, and contracts; inventions; trade secrets; trademarks; intellectual
property; applications; methodologies; and other know-how which is identified as
confidential at the time of disclosure or that a reasonable person would consider, from the
nature of the information and circumstances of disclosure, is confidential to the Disclosing
Party or City. Confidential Information includes original information supplied by the
Disclosing Party or City (or on behalf of City), as well as all paper and electronic copies.
Confidential Information includes, without limitation, City Data. “City Data” means data
which includes, without limitation, all data collected, used, maintained, processed, stored, or
generated by or on behalf of the City in connection with the RFP.
2. Limited Access and Use.
(a) The Receiving Party agrees to treat the Confidential Information as confidential to and
as the property of the Disclosing Party or City, where applicable, and agrees to use an
appropriate degree of care (which, in any case, will not be less than a reasonable degree
of care) to prevent disclosure of the Confidential Information of the Disclosing Party
or City.
(b) The Receiving Party will use Confidential Information only for the Purpose.
(c) Confidential Information will be kept separate from any other City business the
Receiving Party may be conducting and will not be included within the general file of
the Receiving Party.
(d) Confidential Information will not be used by the Receiving Party in furthering or
expanding its business, or developing its own services or systems, except for providing
services in connection with and for the sole purpose of the Purpose.
(e) The Receiving Party will not disclose the Confidential Information to any third party
or individual without the prior written consent of the Disclosing Party, except the
Receiving Party may disclose the Confidential Information to: (i) its employees who
have a need to know such Confidential Information for the purpose of carrying out this
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Agreement and who have been advised of the obligations of confidentiality and are
obligated to keep the Confidential Information confidential; and (ii) City.
(f) The Receiving Party will not copy or reproduce the Confidential Information except as
reasonably required for the purposes contemplated in this Agreement and will ensure
that any confidentiality or other proprietary rights notices on the Confidential
Information are reproduced on all copies.
(g) Confidential Information will be returned to the Disclosing Party by the Receiving
Party or destroyed by the Receiving Party upon the request of the Disclosing Party at
any time. An authorized representative of the Receiving Party, if requested by the
Disclosing Party, shall certify in writing on behalf of the Receiving Party that all such
Confidential Information has been returned or destroyed, as applicable. The Receiving
Party may retain one (1) copy of the Confidential Information for archival purposes or
to defend its work product, provided however, such Confidential Information remains
subject to the terms and conditions of this Agreement for thirty (30) days following the
earlier of: (a) termination of the RFP, (b) a written request from Disclosing Party; or
(c) the end of the term of this Agreement (Section 5).
3. No License. The parties acknowledge and agree that all rights to the Confidential
Information, except for the specific rights to use the Confidential Information described
herein, are reserved by the Disclosing Party. No license, express or implied, under any trade
secret right, trademark, patent, copyright, or other proprietary right or applications which are
now or may hereafter be owned by a party, is granted by the disclosure of Confidential
Information under this Agreement. Nothing in this Agreement is to be construed as granting
the Receiving Party any title, ownership, license, or other right or interest with respect to the
Confidential Information disclosed by the Disclosing Party.
4. Loss of Status. This Agreement does not apply to or restrict the Receiving Party from using
or disclosing Confidential Information:
(a) which is or becomes public other than through a breach of this Agreement;
(b) already known to the Receiving Party prior to the date of this Agreement and with
respect to which the Receiving Party does not have an obligation of confidentiality;
(c) which is independently developed by the Receiving Party;
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(d) which is disclosed to the Receiving Party by a person or entity not party to this
Agreement, excluding City, and who is entitled to disclose such information without
breaching an obligation of confidentiality; or
(e) required to be disclosed by law, whether under an order of a court, government tribunal,
or other legal process. If the Receiving Party is required to disclose Confidential
Information as part of a judicial process, government investigation, legal proceeding,
or other similar process, the Receiving Party will give prior written notice of such
requirement to the Disclosing Party. Reasonable efforts will be made to provide this
notice in sufficient time to allow the Disclosing Party or City, where applicable, to seek
an appropriate confidentiality agreement, protective order, or modification of any
disclosure, and the Receiving Party will reasonably cooperate in such efforts.
5. Term. This Agreement shall remain effective for a period (the “Term”) beginning on the
Effective Date and ending December 31, 2026 or the date on which all business relationships,
if any, entered into by the parties with each other are terminated, whichever is later. However,
in no event shall this agreement remain in effect beyond December 31, 2030. Subject to
Section 4, all Confidential Information disclosed during the Term shall continue to be
governed by the terms and conditions of this Agreement after expiration of the Term or other
termination of this Agreement.
6. Future Relationship. Nothing in this Agreement shall be construed as obligating any party
to: (a) continue any discussions, (b) enter into a business relationship, or (c) provide any
services.
7. Injunctive Relief. The parties acknowledge that the unauthorized use or disclosure of the
Confidential Information could cause irreparable harm to the Disclosing Party or City.
Accordingly, the parties agree that they have the right to seek an injunction, without bond or
other security, against any breach or threatened breach of this Agreement as well as the right
to pursue any and all other rights and remedies available at law or in equity for such breach
or threatened breach.
8. RFP Communications and Authorized Representative. To ensure fair and equal access
to information about this RFP, all communications must be issued via email to
michael.visconti@sfgov.org and cc: patrick.chang@sfgov.org and
william.kudenov@sfgov.org. Any unauthorized communication may be cause for
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disqualification. Respondent designates the following Authorized Representative to make
and receive all communications pursuant to this RFP:
Authorized Representative:
Name:
Title:
E-mail:
9. Notice. Notices delivered in connection with this Agreement must be in writing and delivered
to the address set out in the first paragraph of this Agreement to the attention of the individual
representing each party under this Agreement or as changed by the parties by written notice
delivered to each other from time to time in accordance with this Agreement.
10. Severability. In the event that any provision of this Agreement shall be determined illegal
or otherwise unenforceable, such provision shall be severed and the balance of this
Agreement shall continue in full force and effect.
11. Waiver. The failure of either party to enforce any rights granted under this Agreement or to
take action against the other party in the event of a breach shall not be deemed a waiver by
that party as to subsequent enforcement of rights or subsequent actions in the event of future
breaches.
12. Incorporation of Recitals. The matters recited above are hereby incorporated into and made
part of this Agreement.
13. Entire Agreement and Amendments. This Agreement binds the parties and their respective
successors and permitted assigns (provided that neither party may assign this Agreement
without the prior written consent of the other party, such consent not to be unreasonably
withheld, except that either party may assign this Agreement without the other party’s
consent in the event an assignment is necessitated by an internal business reorganization)
and constitutes the entire understanding between the parties with respect to its subject matter,
superseding any prior oral or written agreement or understanding relating hereto, and cannot
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This is the opportunity summary page. It provides an overview of this opportunity and a preview of the attached documentation.