W. Va. Code R. agency 60, tit. 60, ser. 60-07, app B
West Virginia Department of Environmental Protection
Non-Disclosure Agreement
This agreement dated the _____ day of _________, 200__ is made between the West Virginia Department of Environmental Protection ("Disclosing Party") and _______________________ ("Receiving Party") for the release of confidential information identified in the attached "Description of Intent" form.
1. Receiving Party agrees to use confidential information only for the reasons outlined on the "Description of Intent" form.
2. For confidential information received from Disclosing Party, Receiving Party agrees that each employee, temporary employee, contractor, subcontractor, agent or any other individual who is provided with confidential information shall take appropriate measures to safeguard such information and to protect against its improper disclosure, including, but not limited to, the following measures:
(a) Confidential information will be opened only by persons authorized by Receiving Party to handle the information.
(b) Only those employees of Receiving Party whose activities necessitate access to confidential information may open any envelope or file which is marked "CONFIDENTIAL."
(c) Receiving Party shall store any records containing confidential information only in secure rooms; provided, however, that if such records are in a form which is not amenable to such storage, Receiving Party shall store such records in a manner which similarly restricts access by persons to whom disclosure of the confidential information in question is restricted.
(d) Receiving Party shall take every reasonable precaution to safeguard the integrity of confidential electronic data.
(e) Receiving Party shall maintain a record of all persons obtaining access to confidential information, including the date and time of, and the reasons for, the access.
(f) Any records made, possessed, or controlled by Receiving Party, and containing confidential information, shall contain indicators identifying the confidential information.
Obligations of parties under this Agreement shall not apply to information that:
was already lawfully in the public domain when disclosed; or subsequently lawfully enters into the public domain when disclosed; or subsequently lawfully enters into the public domain other than through disclosure by the Receiving Party;
was already lawfully in the possession of or known by the Receiving Party free of any obligation at the time disclosed to the Receiving Party;
is rightfully received by the Receiving Party from a third party without a duty of confidentiality;
is developed independently by the Receiving Party without use of the confidential information; or is disclosed pursuant to judicial or governmental order, provided that the Receiving Party notifies Disclosing Party so that an adequate opportunity is given to respond to such order.
4. Receiving Party agrees, upon the written request of Disclosing Party, to return to Disclosing Party all confidential information and confidential materials provided by Disclosing Party.
5. Receiving Party agrees, upon the written request of Disclosing Party, to provide Disclosing Party with analyses, studies, compilations, copies, extracts, reproductions, computer data, memoranda and notes and other writings prepared by Receiving Party based on or containing any of the confidential information.
6. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any modifications to this Agreement must be made in writing and must be signed by both parties.
This Agreement constitutes the entire understanding between both parties regarding the release of the confidential information and merges all prior agreements between them relating to this information and its use.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
(Receiving Party) West Virginia Department of Environmental Protection
By: ___________________________ By:___________________________
Name: Name:
Title: Title:
Date: Date:
W. Va. Code R. agency 60, tit. 60, ser. 60-07, app B