MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT

2411 West 14th Street, Tempe, AZ 85281-6942

CONFIDENTIALITY AGREEMENT

Relating to Insurance Matters

This Confidentiality Agreement (“Agreement”) is between the Maricopa County Community College District, a political subdivision of the State of Arizona (“MCCCD”) and ______(“Underwriter”).

The parties agree as follows:

1.  Purpose. MCCCD has submitted or wishes to submit an insurance application to Underwriter, or has insurance through or with the Underwriter. For those purposes, Underwriter needs to receive from MCCCD certain financial and other information. MCCCD requires that Underwriter commit to keep certain information defined in Paragraph 2 of this Agreement strictly confidential.

2.  Definition. [For purposes of this Agreement, the term “Confidential Information” means any and all MCCCD information and data whose collection, sharing, dissemination, use, preservation, disclosure, protection, storage, destruction and/or disposition is governed by federal, state, local and/or international law or regulation. Confidential Information includes, but is not limited to, Social Security Numbers, student records, student financial records regarding students (or their parents or sponsors), financial and personal information regarding MCCCD employees and students, protected health information (as defined by the Health Information Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and other personally identifiable information protected by applicable law or regulation. In addition, it covers information that MCCCD provides to Underwriter relating to security incidents or breaches involving MCCCD. Confidential Information also includes data and other information that is proprietary to or developed by MCCCD such as institutional financial and performance records.][For purposes of this Agreement, the term “Confidential Information” means all non-public financial, business and technical information, whether written or oral, that is disclosed by MCCCD to Underwriter for the purposes of this Agreement and which (i) is designated as “confidential” by MCCCD at the time of disclosure or (ii) reasonable should be considered as confidential given the nature of the information or the circumstances surrounding its disclosure.] The term excludes information that:

2.1.  Was publicly know and made generally available in the public domain before the time of MCCCD’s disclosure;

2.2.  Becomes publicly known and made generally available after MCCCD discloses to Underwriter through no action or inaction of Underwriter;

2.3.  Is already in the possession of Underwriter at the time MCCCD discloses it;

2.4.  Is obtained by Underwriter from a third party without a breach of that party’s obligations of confidentiality.

3.  Non-use and Non-disclosure. Underwriter agrees not to use any Confidential Information for any purpose except that which is described in Paragraph 1. Underwriter agrees to disclose Confidential Information only to Authorized Persons. “Authorized Persons” means any officers, employees, attorneys, auditors, brokers, consultants, reinsurers or and representatives of the Underwriter who require Confidential Information for insurance purposes in order to service MCCCD’s account, including, but not limited to MCCCD‘s insurance producer and reinsurers. Authorized Persons are subject to these confidentiality obligations and Underwriter is liable for those persons’ unauthorized disclosure of Confidential Information. Underwriter may also disclose Confidential Information to insurance regulatory officials to the extent that those officials are conducting an examination of Underwriter to determine Underwriter’s compliance with applicable insurance laws.

4.  Maintenance of Confidentiality. Underwriter will take at least those measures that it takes to protect its confidential information in handling the Confidential Information, provided that Underwriter will exercise no less than reasonable care. Underwriter will immediately notify the MCCCD of any actual or suspected unauthorized use or nondisclosure of the Confidential Information of which Underwriter becomes aware.

5.  Term. The obligations under this Agreement will survive the termination of it until the earlier of:

5.1.  Such time at all Confidential Information disclosed under it becomes publicly known and made generally available through no action or inaction of the Underwriter; or

5.2.  Two years after the end of discussions between the parties or after Underwriter’s insurance coverage of MCCCD expires.

6.  Remedies. Underwriter acknowledges that monetary relief alone may not be a sufficient remedy for unauthorized disclosure and use of Information and that MCCCD may be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

7.  Compelled Disclosure. If Underwriter is requested or compelled by a judge, court, tribunal, or other governmental body of competent jurisdiction under federal or state law to disclose Confidential Information to any tribunal, administrative agency or other governmental body, Underwriter will provide MCCCD with timely notice of such request or requirement, unless prohibited by law, so that MCCCD may either seek a protective order or waive compliance by Underwriter with the provisions of this Agreement.

8.  Ownership and Return of Confidential Information. MCCCD owns all of the Confidential Information supplied to Underwriter. Upon the request of MCCCD, the Underwriter will promptly return to MCCCD any and all documents and other written information containing Confidential Information obtained pursuant to this Agreement. Underwriter will not be required to return or destroy Confidential Information that has become part of a submission or underwriting file that Underwriter, in its sole discretion, is required to retain and/or make available for examination by government regulatory or investigatory agencies, or retina and/or produce by an order of a court or insurance regulatory agency. Underwriter will maintain the confidentiality of the Confidential Information in its possession as specified in this Agreement and, if retention of the Confidential Information is no longer legally or commercially required, will dispose of it in a secure and confidential manner.

9.  Miscellaneous. This Agreement binds and inures to the benefit of the parties and their successors and assigns. The laws of the State of Arizona will govern this Agreement. Any failure to enforce any provision of this Agreement will not constitute a waiver of it or of any other provision. The parties may amend this Agreement only through a writing signed by both parties. Each party warrants that the representative signing this Agreement on its behalf is authorized to do so.

______MARICOPA COUNTY COMMUNITY

COLLEGE DISTRICT

By: ______By: ______

Its Authorized Agent Margaret E. McConnell

Assistant General Counsel

Name: ______

Title: ______

Date: ______Date: ______

MC-NDA- (04/25/16) Page 1 of 2