NON-DISCLOSURE AGREEMENT
(FOR REQUEST FOR PROPOSAL PURPOSES)
THIS AGREEMENT ("Agreement") is made and entered into effective the 1st day of January, 2014 (the
“Effective Date”), by and between Wake Forest University Baptist Medical Center (“WFUBMC”), a not-forprofit corporation incorporated in the State of North Carolina, whose address is Medical Center Boulevard,
Winston-Salem, NC 27157, and __________________________ (“Contractor”), a ____________________
corporation, whose address is ______________________________________.
Background
A. WFUBMC is seeking vendors, via a request for proposal for PCI Program Establishment and
Execution (the “Purpose”).
B. In order to fulfill the Purpose, Contractor’s employees, agents and/or contractors will have contact
with WFUBMC’s Confidential Information, and WFUBMC may have contact with Contractor’s Confidential
Information.
C. The parties desire to enter into this Agreement to allow more extensive discussions regarding
Contractor’s proposal, and also to prevent unauthorized use and disclosure of such Confidential Information.
Agreement
NOW, THEREFORE, Contractor and WFUBMC, intending to be legally bound, hereby agree as
follows:
1. Definition of Confidential Information.
Subject to paragraph 3 below, the term “Confidential Information” means any and all materials or information
not in the public domain that a receiving party (“RECIPIENT”) acquires or learns from the other party
(“DISCLOSER”) in connection with the Purpose or any activities related thereto, and whether disclosed or made
available in writing, electronically, orally, visually or otherwise. For the purposes hereof, the Confidential
Information of WFUBMC includes, without limitation, (i) medical records and any protected health information
as defined by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) at 45 C.F.R. §
164.501, contained therein, (ii) software, utilities, solutions, designs, techniques, methods, methodologies, tools,
processes, templates, data and any information related thereto, (iii) existing or contemplated products or
services, specifications and plans, (iv) forecasts, business plans, billing records, strategies, and financial
statements, records and information, (v) research data, and (vi) other business or technical information or trade
secrets. The Confidential Information of the Contractor includes business proprietary information, inclusive of
pricing, The provisions of this Agreement shall apply to any Confidential Information that a Recipient receives
or becomes privy to in connection with this Agreement, whether prior to, on or after the date of this Agreement,
and any Confidential Information which Contractor may see or hear while on WFUBMC’s premises.
2. Non-Disclosure; Use Restrictions.
The parties anticipate that during the term of this Agreement a Recipient may become privy to the Confidential
Information of a Discloser. Recipient shall (i) hold the Confidential Information of Discloser in trust and
confidence, (ii) not disclose such Confidential Information to any third party except as expressly authorized in
writing by Discloser, and (iii) protect such Confidential Information by using the same degree of care as it uses
to protect its own Confidential Information of similar value and sensitivity, but not less than reasonable care.
Recipient shall not use the Confidential Information acquired or learned from the Discloser for any purpose
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whatsoever, except the Purpose or as contemplated under any other written agreement between the parties which
may reference this Agreement.
3. Exceptions.
Notwithstanding the provisions of this Agreement, the obligations and restrictions set forth herein regarding
Confidential Information shall not apply to information that (i) is or becomes publicly available other than as a
result of a breach of this Agreement by, or other fault of, Recipient, (ii) is lawfully received from a third party
which is not under an obligation of confidentiality for the benefit of Discloser, (iii) was either in the possession
of or known to Recipient at the time of disclosure without any limitation on use or disclosure for the benefit of
Discloser, or (iv) is independently developed by Recipient without the use or benefit of discloser’s Confidential
Information.
4. Disclosures Required by Law.
Recipient shall not be restricted from disclosing Confidential Information as required pursuant to any law,
regulation or judicial or governmental order, provided that any such disclosure shall be limited to the extent of
the legal requirement. Recipient shall notify Discloser as soon as reasonably practicable after it learns of such
obligation, and in any event within a time sufficiently in advance of the proposed release date such that
Discloser’ rights would not be prejudiced, as to the legal requirement to which it believes the Confidential
Information must be released. If Discloser objects to the release of such Confidential Information, Recipient
will allow Discloser to exercise any legal rights or remedies Discloser might have to object to the release of the
Confidential Information, and Recipient agrees to provide such assistance to Discloser, at Discloser’s expense,
as Discloser may reasonably request in connection therewith.
5. Ownership; No License.
All materials and Confidential Information shall remain the exclusive property of Discloser. Except as expressly
provided herein or under a separate written agreement between the parties that references this Agreement,
Discloser does not grant, convey or transfer to Recipient any interest, license or other right, whether by
implication or otherwise, in, to or under its Confidential Information or any patent, copyright, trade secret,
trademark or other intellectual property right.
6. Return of Confidential Information.
Upon the earlier of (i) the completion or termination of the Purpose, or (ii) Discloser’s written request, Recipient
shall promptly return or destroy all Confidential Information disclosed or made available by Discloser, in any
form and including, without limitation, all copies, summaries and abstracts thereof and all electronic media or
documents containing or derived from such Confidential Information, unless such return or destruction would be
prohibited by law. If the return or destruction is prohibited by law, the obligations set out in Section 2 shall
survive termination of this Agreement indefinitely.
7. No Warranty; Obligations.
In the event information or materials are disclosed to Recipient, no representations, warranties or other
assurances are given by Discloser with respect to the completeness or accuracy of any information or materials
provided to Recipient. Except for the obligations of the parties specifically set forth in this Agreement, neither
party shall have any obligation to enter into any additional discussions or agreement with respect to any
transaction related to the Purpose or otherwise have any obligation with respect to any such transaction. Any
obligations relating to the Purpose in addition to those contained herein, if any, shall be set forth in one or more
separate written agreements between the parties.
8. Term; Survival.
The term of this Agreement for disclosure of information shall commence on the Effective Date of this
Agreement as set forth above and shall continue for a period of one (1) year unless earlier terminated by either
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party upon ten (10) business days’ prior written notice to the other. The provisions of this Agreement shall apply
to any Confidential Information acquired or learned by Recipient prior to the expiration or sooner termination of
this Agreement and shall survive for a period of five (5) years following such disclosure or, if longer, during
such period as any Confidential Information constitutes a trade secret or protected health information under
applicable law.
9. Governing Law; Remedies.
This Agreement, including, without limitation, the performance and enforceability hereof, shall be governed by
and construed in accordance with the laws of the State of North Carolina, without reference to the principles of
conflicts of law. Jurisdiction and venue for any disputes shall lie in Winston-Salem, Forsyth County, North
Carolina. Recipient acknowledges that a violation of this Agreement by it may cause irreparable harm to
Discloser and that Discloser may have no adequate remedy at law. Accordingly, Recipient agrees that Discloser
shall have the right, in addition to any other rights and remedies it may have, at law, in equity or otherwise, to
seek injunctive relief in any court of competent jurisdiction to restrain any breach of this Agreement or
otherwise to specifically enforce any provision of this Agreement.
10.
Export Control.
Recipient acknowledges that Confidential Information it receives may include technical data developed in the
United States or other information or materials that are subject to applicable United States export control laws
and regulations, as may be amended. Recipient shall not use, distribute, transfer or transmit, directly or
indirectly, any Confidential Information or any product (including processes and services) produced directly by
the use of such Confidential Information except in compliance with such laws and regulations.
11. Miscellaneous.
This Agreement contains the entire understanding and agreement of the parties relating to the subject matter
hereof. No provision of this Agreement may be amended, modified or waived except in writing, signed by the
party sought to be bound. No custom or course of dealing shall cause a modification of this Agreement. The
paragraph headings used herein are for convenience of reference only and will not affect the interpretation or
construction of this Agreement. The failure of either party to enforce any provision of this Agreement shall not
constitute a waiver of any rights or remedies available to such party or its right to subsequently enforce such
provision or any other provision of this Agreement. This Agreement shall be binding upon the parties and their
respective successors and assigns. Facsimile or electronic (e.g., .pdf) versions of this Agreement shall have the
same legal effect as originals, and all of which, when fully executed, shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, by an authorized signatory, as of
the date first written above.
Contractor (____________________________)
Wake Forest University Baptist Medical Center
Signature: ____________________________
Signature: ______________________________
Name: _______________________________
Name: ________________________________
Title: ________________________________
Title:__________________________________
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