Appendix O4. Confidentiality Agreement - Agralytica

O4. CONFIDENTIALITY AGREEMENT - AGRALYTICA

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Confidentiality Agreement
SNMCS-II
Definitions
a) The Employer as referenced in this agreement is Agralytica, Inc.
b) The Employee as referenced in this agreement is ______________________________
c) The Prime Contractor as referenced in this agreement is Mathematica Policy Research,
Inc.
d) The Government as referenced in this agreement is the USDA Food and Nutrition
Service.
e) Respondents as referenced in this agreement include individuals who participate in the
School Nutrition Meal Cost Study-II (SNMCS-II) under RFQ AG-3198-S-17-0058.
Purpose of this Agreement
To comply with Agralytica, Inc.’s contractual requirement to require all staff to pledge to maintain
privacy of all information collected from the respondents of the SNMCS-II project. To ensure that
Employees working on the SNMCS-II project understand their obligation to not disclose such
information to anyone other than authorized representatives of the study.
Terms
1. The Employee acknowledges that in the course of its employment with Agralytica, and
in particular the Employee’s performance of work under the SNMCS-II project, the
Employee will access and use confidential respondent information (the "Confidential
Information").
2. Confidential Information, for the purposes of this agreement, shall be deemed the
exclusive property of the Government, however Agralytica shall have the right to
enforce this agreement with respect to the Employee.
3. The Employee agrees that disclosure of or mishandling of confidential information would
have an adverse financial impact on the Employer.
4. The Employee agrees and acknowledges that the Confidential Information is of a
proprietary and confidential nature and that any disclosure of the Confidential
Information to a third party in breach of this Agreement: (1) cannot be reasonably or
adequately compensated for in money damages, (2) would cause irreparable injury to
Employer, (3) would gravely affect the effective and successful conduct of the
Employer's business and goodwill, and (4) would be a material breach of this
Agreement.
105 Oronoco Street, Suite 312, Alexandria, VA 22314  703 739 9090  703 739 9098  www.agralytica.com

5. The obligations to ensure and protect the confidentiality of the Confidential Information
imposed on the Employee in this Agreement and any obligations to provide notice under
this Agreement shall survive the expiration or termination of this Agreement, and will
continue indefinitely from the date of such expiration or termination.
6. The Employee may only disclose any of the Confidential Information:
a. To a third party if the Employee is notified by the Employer that the Government
has consented in writing to such disclosure; or
b. To the extent required by law or by the request or requirement of any judicial,
legislative, administrative or other governmental body after providing reasonable prior
notice to the Employer.
7. If the Employee loses or makes unauthorized disclosure of any of the Confidential
Information, the Employee will immediately notify the Employer and take all
reasonable steps necessary to retrieve the lost or improperly disclosed Confidential
Information.
Consideration
Employer and Employee acknowledge that sufficient consideration exists for the enforcement of
this agreement. Specifically, Employee acknowledges that consideration given in exchange for
Employee’s promises is the offer of employment on the SNMCS-II project, and any such offer of
employment on this project was contingent on this promise.
Remedies
Employer retains the right to enforce this agreement using any remedy available at law or equity,
including injunctive relief.
Agreement and Right to Confer
The Employee acknowledges that they have read this agreement in its entirety, and understand
their obligations under the agreement. Further the Employee acknowledges that they have not
been coerced by threat of force or improper influence to execute this agreement. The Employee
further acknowledges understanding that they have the right to confer with their own
representative prior to executing this agreement.
Executed by Authorized Individual:

Executed by Authorized Individual:

__________________________________
Agralytica, Inc.
The Employer

__________________________________

Date:_____________________________

Date:_____________________________

The Employee

105 Oronoco Street, Suite 312, Alexandria, VA 22314  703 739 9090  703 739 9098  www.agralytica.com