RFP Print/Mail/Postage REQUEST FOR PROPOSALS Print/Mail/Postage Services For Noridian Healthcare Solutions, LLC 900 42 nd Street South Fargo, ND 58103 RFP Release Date: October 31, 2014 Proposal Due Date: December 15, 2014 Final Selection of Offeror(s): Anticipated by January 30, 2015 Potential offerors may obtain a copy of the RFP by signing and submitting the Non Disclosure Agreement (attached) to: Karla Isley VP of Contract Administration karla.isley@noridian.com and Jill Hebl Sr. Contract Specialist Contract Administration jill.hebl@noridian.com Noridian reserves the right to refuse to provide a copy of the RFP to any potential offeror. Award of the contract(s) under this RFP will be based on the offeror s proposal that in Noridian s sole discretion will be the most advantageous to it in terms of cost, functionality, and other factors as specified elsewhere in this RFP. Noridian reserves the right to: (1) Reject any and all proposals and discontinue this RFP process without obligation or liability to any potential offeror; (2)Accept other than the lowest priced proposal; (3) Award a contract on the basis of initial offers received without discussions or requests for best and final offers; (4)Award more than one contract; (5) Award a partial contract for some or all of the work; and (6) At its discretion, and without explanation to any offeror, at any time choose to discontinue or modify this RFP without obligations to any offeror.
MUTUAL NONDISCLOSURE AGREEMENT This Mutual Nondisclosure Agreement (the Agreement ) is made and entered into as of, Click here to insert beginning date. ( Effective Date ) by and between; Click here to insert full legal name. Company Click here to insert location of their principal office. Noridian Healthcare Solutions, LLC. Noridian 900 42 nd Street S., Fargo, ND 581083-2146 WHEREAS, both parties desire to disclose certain information of a confidential and/or proprietary nature for the purposes of discussing business strategies and exploring potential business arrangements financial information, and other proprietary corporate information regarding Noridian s Request for Proposals for Print Mail services (the Business Purpose ). NOW, THEREFORE, in consideration of the Business Purposes above as well as disclosure and receipt of Confidential Information (as defined below) from a disclosing party, and in order to protect said information and thereby preserve both party s business, assets, intellectual property and goodwill, both parties agree as follows: 1. As used in this Agreement, the term Confidential Information means nonpublic information or proprietary information, regardless how transmitted or delivered to the other Party, and including written, oral and electronic transmission. Confidential Information includes, without limitation: negotiations relating to transactions between the parties, information about projects and promotions, trade secrets, technical information or know-how, performance or process data, cost or financial information, methods of doing business, customer or provider lists, strategic plans, marketing or business plans, or other items which are generally considered proprietary and confidential, together with any analysis, compilations, studies or other documents, whether prepared by either party or by others at its direction, which contain or otherwise reflect such information. Confidential Information shall also include any nonpublic information that a disclosing party makes available to the other party via an extranet or other internet-accessible data room ( Extranet or Data Room ), and in the event the parties agree to use an Extranet or Data Room, the parties shall limit access to the Extranet and/or Data Room consistent with section 3(b) hereof. However, the term Confidential Information shall not include information which: a) is or becomes generally available to the public other than as a result of a disclosure by the other party or any of its directors, officers, employees, representatives, agents or subcontractors (collectively, Representatives ); Noridian NDA Page 1 of 4 Noridian Contract #
b) is or becomes available to the other party on a non-confidential basis from a source other than either party or its Representatives, which source is not prohibited from disclosing such information by a legal, contractual, fiduciary or other obligation to either party; or c) is known to the other party prior to its disclosure by either party; d) has been or is independently developed by the non-disclosing party by employees who did not access the Confidential Information of the other party and without any use of the other s Confidential Information. The burden of establishing the applicability of any of the foregoing exceptions shall lie with the disclosing party. 2. All Confidential Information disclosed (by either party to the other) shall remain the exclusive property of the disclosing party. Nothing herein shall be construed as granting any right, title, interest or license, express or implied, under any patent or trade secret owned by either party to the other. 3. All Confidential Information (of both parties) will be held and treated by the other party and its Representatives in confidence and will not, except as hereinafter provided, without the prior written consent of disclosing party, be disclosed or used by the other party or its Representatives in any manner whatsoever other than in connection with the Business Purposes for which the information is disclosed. Both parties agrees to: a) treat and protect all Confidential Information it receives with at least the same degree of care it employs to protect its own confidential and proprietary information, and b) share the Confidential Information only with those of its Representatives who need to know it in order to evaluate the potential business arrangement and who are first informed of its confidential nature and have agreed to be bound by the terms of this Agreement. Both parties agree to be fully responsible for any breach of this Agreement by any of its Representatives. 4. The parties agree that upon completion of projects or termination of any contractual agreement (relating to disclosed Confidential Information), all Confidential Information disclosed (by either party) will be returned to the disclosing party immediately with no copies retained, and all Confidential Information downloaded from any Extranet or Data Room that is stored in electronic form shall be electronically and permanently erased using reasonable electronic data practices. All Confidential Information that cannot be returned or Noridian NDA Page 2 of 4 Noridian Contract #
destroyed and that is retained by the non-disclosing party shall continue to be subject to this Agreement. 5. If either party or any of its Representatives is requested or required to divulge any Confidential Information, whether by oral questions, interrogatories, requests for information or documents, subpoenas, or other processes, the party receiving the request will promptly provide the disclosing party with written notice of any such request or requirement so that the disclosing party may seek an appropriate protective order or other Agreement. If such protective order or other remedy is not obtained, or the disclosing party waives compliance with the non-disclosure provisions of this Agreement, the party will release only that portion of the Confidential Information as to which it has been advised by legal counsel, is legally required; and will exercise its best efforts to obtain reliable assurances that confidential treatment will be accorded to the Confidential Information that is released in response to such requests or requirements. 6. Both parties acknowledge that Confidential Information as provided As Is and that neither party nor any of its Representatives is making or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any portion of the Confidential Information; and the parties agree, to the fullest extent permitted by law that neither of the parties nor any of its Representatives shall have any liability to the other party or any of its Representatives on any basis (including, without limitation, in contract, tort, or otherwise) as a result of the evaluation of any potential business arrangement and the use of the Confidential Information pursuant to the terms of the Agreement. Only those particular representations or warranties which may be contained in any definitive agreements when, as and if executed, and subject to such limitations and restrictions as may be specified therein, may be relied upon by the parties in any manner or have any legal effect whatsoever. 7. It is understood and agreed that both parties would be irreparably injured by a breach of this Agreement by either party; and that money damages would not be adequate remedy for any such breach; and that either party shall be entitled to equitable relief, including injunctive relief and specific performance, as a remedy for any such breach, which shall not be the exclusive remedy for any breach of this Agreement. Both parties shall be entitled to reasonable attorneys fees and other costs reasonably incurred to remedy any and all breaches of this Agreement by the other party. 8. This Agreement shall inure to the benefit of and be binding upon each party and its respective successors and assigns. It is further understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Noridian NDA Page 3 of 4 Noridian Contract #
9. This Agreement shall expire 1 year after the Effective Date; however, the obligations set forth in this Agreement shall survive termination of the agreement and shall remain in force for three (3) years from the date of last disclosure of Confidential Information under this Agreement. 10. This Agreement shall constitute the entire agreement between these parties with regard to the subject matter hereof and shall supersede any prior oral or written agreements on the subject matter hereof. No modification, amendment or waiver shall be binding without the written consent of both parties. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same Agreement. This Agreement will be construed, interpreted and applied in accordance with the laws of North Dakota. 11. Company shall not have access to Personally Identifiable Information (PII), Protected health information (PHI) or Noridian s network. IN WITNESS WHEREOF, both parties have executed this document below by the signatures of their authorized representatives, effective as of the date first set forth above. Click here to insert Company s name. By: Name: Click here to enter name. Title: Click here to enter title. Date: Click here to enter a date. Noridian Healthcare Solutions, LLC. By: Name: Click here to enter name. Title: Click here to enter title. Date:Click here to enter a date. Noridian NDA Page 4 of 4 Noridian Contract #