kozue13/Contracts · Datasets at Hugging Face

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WHEREAS, the Parties have entered into a transaction related to the _______________________.
The terms of those agreements are incorporated herein.
JEA & Florida State Sunshine Application ± JEA is a publicly owned utility and all official
information sharing is governed by Florida Sunshine Laws.
The Florida Sunshine law is a series of laws
designed to guarantee that the public has access to the public records of governmental bodies in Florida.
However, as per the Florida Sunshine Law, certain information that could impact safe and secure operation is
exempt which includes information classified and protected under federal regulatory standards such as
NERC CIP, HIPAA, FCRA, and FACTA.
Section 119.0713(4)(a), 5(a), F.S.
govern any local government
agency exemptions from inspection or copying of public records and exempts certain information including
Security measures, systems, or procedures from public disclosure including ±
I.
Information related to the security of the technology, processes, or practices of a utility owned or
operated by a unit of local government that are designed tR SURWecW Whe XWiliW\¶V QeWZRUkV,
computers, programs, and data from attack, damage, or unauthorized access, which information, if
disclosed, would facilitate the alteration, disclosure, or destruction of such data or information
technology resources.
II.
Information related to the security of existing or proposed information technology systems or
industrial control technology systems of a utility owned or operated by a unit of local government,
which, if disclosed, would facilitate unauthorized access to, and alteration or destruction of, such
systems in a manner that would adversely impact the safe and reliable operation of the systems
and the utility.
III.
ReVXlWV Rf SeUiRdic iQWeUQal aXdiWV aQd eYalXaWiRQV Rf Whe VecXUiW\ SURgUaP fRU aQ ageQc\¶V daWa
and information technology resources are confidential and exempt.
This agreement applies to disclosure of the protected information that is exempt from Florida
Sunshine Law disclosure and in no shape or manner would this agreement supersede the provisions of
Florida Sunshine Law.
NOW THEREFORE, in consideration of moving forward with the Transaction, the Recipient and the
Revised January 29th, 2019

2

Discloser agrees as follows:

1.
Definition of Confidential Information.
FRU SXUSRVeV Rf WhiV AgUeePeQW, ³Confidential Information´ PeaQV aQ\ data or information that is
proprietary to the Parties and not generally known to the public, whether in tangible or intangible form,
whenever and however disclosed, including but not limited to:
a. the documents described in the Whereas clause above;
b.
Critical Infrastructure Information (CII) or Bulk Electric System Information
(BCSI) or Security Sensitive Information (SSI) classified by JEA
c. Protected Health Information in both physical and electronic form (PHI and ePHI)
d. Personal Identifiable Information (PII)
e. any protected, non-public information concerning the design or operation of present
or future critical infrastructure;
f. any information that could be used to compromise or expose the vulnerability of the
Parties Cyber systems, processes, programs data, communications, energy and
operations systems or structures;
g. any Copyright application code, source code, technical design (not released for open
use), trade secret, scientific or technical information, invention, design, process,
procedure, formula, improvement, technology or method;
h. any computer software, source code, object code, flow charts or databases; and
i.
any other information that should reasonably be recognized as sensitive or
confidential information of the Recipient or the disclosing party.
Confidential Information shall not include information required to be disclosed in a judicial or
administrative proceeding, or otherwise required to be disclosed by law or regulation, although the
requirements of paragraph 6 hereof shall apply prior to any disclosure being made.
2.
Prohibition on Disclosure of Confidential Information.
The Parties will:
a. limit disclosure of any Confidential Information to its directors, officers, employees,
ageQWV RU UeSUeVeQWaWiYeV (cRllecWiYel\ ³ReSUeVeQWaWiYeV´) Zho have a need to know
such Confidential Information in connection with the Transaction, and only for that
purpose;
b. keep all Confidential Information strictly confidential by using a reasonable degree
of care, but not less than the degree of care used by it in safeguarding its own
confidential information; and
c. not disclose any Confidential Information received to any third parties (except as
otherwise provided for herein).
The Recipient shall provide the Discloser with original signed copies of all of the
Acknowledgements required under the preceding paragraph.
The Parties shall be responsible for any
breach of this Agreement by any of their respective Representatives.
3.
Use of Confidential Information.
The Parties agree to use the Confidential Information solely in
connection with the Transaction and not for any purpose other than as authorized by this Agreement without
the prior written consent of an authorized representative of the Parties.
No other right or license, whether
expressed or implied, in the Confidential Information is granted to the Parties hereunder.
Title to the
Confidential Information will remain solely with the Party.
All use of Confidential Information by the
Parties shall be for the benefit of the Parties and any modifications and improvements thereof by the
Revised January 29th, 2019

3

Recipient shall be the sole property of Discloser.
Notwithstanding the foregoing, Confidential Information
shall include any proprietary records created in the course of Whe ReciSieQW¶V course of engagement such as
customized code, configuration, flowcharts or project data that was specifically designed to meet the needs
of the Discloser.

WHEREAS, the Parties have entered into a transaction related to the _______________________.

The terms of those agreements are incorporated herein.

JEA & Florida State Sunshine Application ± JEA is a publicly owned utility and all official

information sharing is governed by Florida Sunshine Laws.

The Florida Sunshine law is a series of laws

designed to guarantee that the public has access to the public records of governmental bodies in Florida.

However, as per the Florida Sunshine Law, certain information that could impact safe and secure operation is

exempt which includes information classified and protected under federal regulatory standards such as

NERC CIP, HIPAA, FCRA, and FACTA.

Section 119.0713(4)(a), 5(a), F.S.

govern any local government

agency exemptions from inspection or copying of public records and exempts certain information including

Security measures, systems, or procedures from public disclosure including ±

I.

Information related to the security of the technology, processes, or practices of a utility owned or

operated by a unit of local government that are designed tR SURWecW Whe XWiliW\¶V QeWZRUkV,

computers, programs, and data from attack, damage, or unauthorized access, which information, if

disclosed, would facilitate the alteration, disclosure, or destruction of such data or information

technology resources.

II.

Information related to the security of existing or proposed information technology systems or

industrial control technology systems of a utility owned or operated by a unit of local government,

which, if disclosed, would facilitate unauthorized access to, and alteration or destruction of, such

systems in a manner that would adversely impact the safe and reliable operation of the systems

and the utility.

III.

ReVXlWV Rf SeUiRdic iQWeUQal aXdiWV aQd eYalXaWiRQV Rf Whe VecXUiW\ SURgUaP fRU aQ ageQc\¶V daWa

and information technology resources are confidential and exempt.

This agreement applies to disclosure of the protected information that is exempt from Florida

Sunshine Law disclosure and in no shape or manner would this agreement supersede the provisions of

Florida Sunshine Law.

NOW THEREFORE, in consideration of moving forward with the Transaction, the Recipient and the

Revised January 29th, 2019

2

Discloser agrees as follows:

1.

Definition of Confidential Information.

FRU SXUSRVeV Rf WhiV AgUeePeQW, ³Confidential Information´ PeaQV aQ\ data or information that is

proprietary to the Parties and not generally known to the public, whether in tangible or intangible form,

whenever and however disclosed, including but not limited to:

a. the documents described in the Whereas clause above;

b.

Critical Infrastructure Information (CII) or Bulk Electric System Information

(BCSI) or Security Sensitive Information (SSI) classified by JEA

c. Protected Health Information in both physical and electronic form (PHI and ePHI)

d. Personal Identifiable Information (PII)

e. any protected, non-public information concerning the design or operation of present

or future critical infrastructure;

f. any information that could be used to compromise or expose the vulnerability of the

Parties Cyber systems, processes, programs data, communications, energy and

operations systems or structures;

g. any Copyright application code, source code, technical design (not released for open

use), trade secret, scientific or technical information, invention, design, process,

procedure, formula, improvement, technology or method;

h. any computer software, source code, object code, flow charts or databases; and

i.

any other information that should reasonably be recognized as sensitive or

confidential information of the Recipient or the disclosing party.

Confidential Information shall not include information required to be disclosed in a judicial or

administrative proceeding, or otherwise required to be disclosed by law or regulation, although the

requirements of paragraph 6 hereof shall apply prior to any disclosure being made.

2.

Prohibition on Disclosure of Confidential Information.

The Parties will:

a. limit disclosure of any Confidential Information to its directors, officers, employees,

ageQWV RU UeSUeVeQWaWiYeV (cRllecWiYel\ ³ReSUeVeQWaWiYeV´) Zho have a need to know

such Confidential Information in connection with the Transaction, and only for that

purpose;

b. keep all Confidential Information strictly confidential by using a reasonable degree

of care, but not less than the degree of care used by it in safeguarding its own

confidential information; and

c. not disclose any Confidential Information received to any third parties (except as

otherwise provided for herein).

The Recipient shall provide the Discloser with original signed copies of all of the

Acknowledgements required under the preceding paragraph.

The Parties shall be responsible for any

breach of this Agreement by any of their respective Representatives.

3.

Use of Confidential Information.

The Parties agree to use the Confidential Information solely in

connection with the Transaction and not for any purpose other than as authorized by this Agreement without

the prior written consent of an authorized representative of the Parties.

No other right or license, whether

expressed or implied, in the Confidential Information is granted to the Parties hereunder.

Title to the

Confidential Information will remain solely with the Party.

All use of Confidential Information by the

Parties shall be for the benefit of the Parties and any modifications and improvements thereof by the

Revised January 29th, 2019

3

Recipient shall be the sole property of Discloser.

Notwithstanding the foregoing, Confidential Information

shall include any proprietary records created in the course of Whe ReciSieQW¶V course of engagement such as

customized code, configuration, flowcharts or project data that was specifically designed to meet the needs

of the Discloser.