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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. |
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