Client Confidentiality and Non Disclose Agreement - DOC by wtf69506

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									            DELOITTE CONSULTING CONFIDENTIALITY AGREEMENT
                    Covering Request for Proposal Process
             University of California Defined Benefits Administration



       This Confidentiality Agreement (the "Agreement"), effective as of [FILL IN
DATE OF RFP RELEASE], is entered into between Deloitte Consulting LLP
("Deloitte Consulting") and ___________________________________ (the
"Company").

       WHEREAS, Deloitte Consulting has been engaged to perform certain
services (the "Services") for the University of California (the "Client"); and

      WHEREAS, in connection with the provision of such Services, the
Company may disclose to Deloitte Consulting certain information which the
Company considers to be confidential, proprietary or non-public business
information or trade secrets of the Company (the "Confidential Information").

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and Deloitte
Consulting hereby agree as follows:

       1.      All Confidential Information shall be prominently labeled
"Confidential" in writing by the Company before Deloitte Consulting is furnished
such Confidential Information hereunder, and Deloitte Consulting shall protect
the confidentiality of the Confidential Information from third parties by exercising
at least the same degree of care as Deloitte Consulting employs in maintaining
the confidentiality of its own confidential, proprietary or non-public information or
trade secrets, but in no event less than a reasonable degree of care.

       2.      In the event any Confidential Information does not lend itself to
written form, e.g., oral communications, information observed during on-site
reviews of Company operations, magnetic recording or other machine readable
form, or is provided by other methods, such as by permitting the observation of
various operations, systems, processes, or facilities, the disclosure of such
Confidential Information to Deloitte Consulting by the Company shall be
documented in a separate writing to Deloitte Consulting within three (3) business
days of the time of such disclosure, which writing shall describe such information
and designate such information as "Confidential."

      3.      The Company shall identify as "Confidential" in accordance with
paragraphs (1) and (2) above, only information which in good faith it believes to
be confidential, proprietary or non-public business information or trade secrets of
the Company.

       4.      There shall be no obligation of confidentiality with respect to any
information which (a) now is or hereafter becomes available to the public
(including, without limitation, any information filed with any governmental agency
and available to the public) other than as the result of a disclosure by Deloitte



b9ba3b01-b637-4a04-b080-bdb0f18261f0.doc   1                         Deloitte Consulting LLP
Consulting in breach hereof, (b) becomes available to Deloitte Consulting on a
nonconfidential basis from a source other than the Company which Deloitte
Consulting believes is not prohibited from disclosing such information to Deloitte
Consulting by obligation to the Company, (c) is developed by Deloitte Consulting
independently of, or was known by Deloitte Consulting prior to, any disclosures
made by the Company to Deloitte Consulting of such information, (d) is required
to be disclosed by Deloitte Consulting by order of a court of competent
jurisdiction, administrative agency or governmental body, or by any law, rule,
regulation, subpoena, or any other administrative or legal process, or by
applicable regulatory or professional standards, (e) is disclosed by Deloitte
Consulting in connection with any judicial or other proceeding involving Deloitte
Consulting, the Client or the Company relating to this Agreement or the Services
or (f) is disclosed with the written consent of the Company.

        5.     Deloitte Consulting agrees that Confidential Information disclosed
to Deloitte Consulting by the Company shall be used by Deloitte Consulting
solely in connection with the provision of the Services and will not be provided to
third parties by Deloitte Consulting, except as otherwise provided herein or, in
connection with the provision of the Services, to subcontractors and to affiliates
or related entities of Deloitte Consulting that agree to abide by the terms hereof.

        6.    Notwithstanding anything herein contained to the contrary, in
connection with the provision of the Services, Deloitte Consulting may disclose
Confidential Information to the Client and any third party designated by the
Client, and Deloitte Consulting will not be responsible for the disclosure, use or
other treatment of Confidential Information by the Client or any such third party.

        7. The obligations set forth herein with respect to Confidential Information
shall continue in full force and effect for a period of three (3) years from the
effective date of this Agreement.

        8. In no event shall Deloitte Consulting, its affiliates or related entities, be
liable for consequential, special, indirect, incidental, punitive or exemplary loss,
damage or expense relating to this Agreement (whether in contract, statute, tort
(such as negligence), or otherwise).

       9. Neither the Company nor Deloitte Consulting may assign, transfer or
delegate any of its rights hereunder (including, without limitation, interests or
claims relating to this Agreement) without the prior written consent of the other
party.

     10. DELOITTE CONSULTING AND THE COMPANY HEREBY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,
ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, TORT (SUCH AS
NEGLIGENCE), OR OTHERWISE) RELATING TO THIS AGREEMENT.




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       11. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York (without giving effect to its choice of law
principles).

       IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives effective as of the date first set
forth above.

[COMPANY]

By:____________________________

Title:_________________________



DELOITTE CONSULTING LLP

By:    /s/ Barbara Adachi

Title: Principal, Human Capital




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