For PO # _________________
THIS AGREEMENT is made and entered into the as of the date last signed below, by and
between The Regents of the University of California ("University"), and [ vendor name] ("Second
WHEREAS University has developed email services and gateways (Email) with associated
servers, which it considers to be proprietary information; and
WHEREAS University anticipates granting Second Party access to the Email system via
administrative level passwords for purposes of managed services; and
WHEREAS University and Second Party are both agreeable to entering into a Non-disclosure
Agreement pertaining to this proprietary information and any other related information disclosed by
the owner of the information to the other for the purposes outlined herein:
NOW, THEREFORE, in consideration of the covenants recited below the parties agree as
1. Confidential Information. Second Party agrees to treat as confidential all information
related to University’s Email, electronic communications, stored electronic information,
passwords ("Confidential Information") and will not use (other than in the performance of
this Agreement), publish, disclose, patent or copyright any Confidential Information
belonging to the other party without prior written approval of the other party. For purposes
of this Agreement Confidential Information shall not include that which:
a. Is or becomes public knowledge through no wrongful act of the other party;
b. Was previously developed by party without use of information obtained under this
c. Is independently developed by party without use of information obtained under this
d. Is or becomes lawfully available to party from a source other than the other party; or
e. Was in party's possession or was known to party prior to receipt from the other
2. Degree of Care. Second Party will use the same degree of care exercised with its own
Confidential Information to protect that of the disclosing party.
It is agreed that receipt or use of confidential information will only occur pursuant to the
goal of monitoring Email system functions. University personnel and contractors such as
(Second Party) may not monitor, seek to observe, or otherwise investigate content of
electronic communications or stored electronic information except under very limited
circumstances as described in University policy. It is recognized that in the course of
performance of legitimate duties some observation of transactional information may be
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unavoidable. In these cases, the least invasive degree of inspection and method of
observation must by used. If Second Party believes it is necessary to inspect or monitor any
electronic communications, a request for such inspection must be submitted to
_________________, (title) ______________ at ____________________________ .
It is further agreed that any information obtained relevant to the Email systems is privileged
information, including but not limited to the passwords themselves and details of network
architecture or software that may allow unauthorized entry or access. It is specifically
forbidden for University personnel or for contractors such as [name of vendor] to release,
communicate, or divulge any information obtained during access to the Email system to
individuals or entities outside of [name of vendor] or University administration or IT staff.
The above information can be viewed further on the following web page for the University
Electronic Communications Policy at (http://www.ucop.edu/ucophome/policies/ec/)
Section IV. Also, of importance is the Information Technology security policy (IS-3
Electronic Information Security), which can be found at
3. Term. The term of this agreement shall commence upon its execution and shall continue
for a period of one year unless extended or earlier terminated by thirty (30) days’ written
notice by one party to the other.
4. Notice. All notices under this agreement shall be effective only if made in writing and
delivered by personal service, by registered mail, or as otherwise may be required by law, as
To UNIVERSITY: To SECOND PARTY:
Purchasing Department [name of vendor]
Attn: PO # ____________ address
University of California address
Office of the President
5. Relationship of Parties. It is expressly understood and agreed that this agreement is not
intended and shall not be construed to create the relationship of agent, servant, employee,
partnership, joint venture or association between the parties.
6. No Grant or License. It is agreed that the furnishing of the Confidential Information shall
not constitute any grant or license under any legal rights now or later held by University.
7. Survival of Covenants. It is agreed that all of the covenants and agreements contained in
this Agreement shall survive its termination and shall be enforceable by either party without
further notice and at any time in the event of breach.
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8. Binding in Perpetuity. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each party.
9. Complete Understanding. This agreement and University PO #______________ contain
all of the understandings between the parties and may not be amended, altered or changed,
except by an amendment in writing by authorized agent of University Purchasing
10. Resolution of Conflict. In the event of any conflict between any provisions of this
agreement and any applicable law, rule or regulation, this agreement shall be modified only
to the extent necessary to eliminate the conflict and the rest of the agreement shall remain
unchanged and in full force and effect.
11. Governing Law. This agreement shall be construed and enforced in accordance with the
laws of the State of California.
12. Waiver of Rights. No delay or failure of either party in exercising any right hereunder, and
no partial or single exercise thereof, shall be deemed to constitute a waiver or such right or
any other right hereunder.
13. Indemnification. Each party shall defend, indemnify and hold the other party, its officers,
employees and agents harmless from and against any and all liability, loss, expense including
reasonable attorneys' fees, or claims for injury or damages arising out of the performance of
this Agreement but only in proportion to and to the extent such liability, loss, expense,
attorneys' fees, or claims for injury or damages are caused by or result from the negligent or
intentional acts or omissions of the indemnifying party, its officers, agents, or employees.
14. Attorneys' Fees. The prevailing party in any litigation between the parties arising from this
agreement shall receive a reasonable attorneys' fee.
15. Signature Authority. Representatives signing this agreement as authorized representatives
and assume no personal liability for performance of this agreement.
THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA
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