August 3, 2020
The State of Tennessee is issuing a solicitation to provide STATEWIDE ASSET AND PHOTOLOG IMAGE
COLLECTION to the State. Please note the following solicitation highlights:
SOLICITATION ID #
Scope of Goods or
The Contractor shall provide data collection on and along interstate
routes, state routes, non-state NHS routes, and ramps throughout
Tennessee. The Contractor shall collect data in the various regions
of Tennessee in accordance with the schedule detailed in the
Procuring State Agency Department of Transportation
September 8, 2020
TDOT Procurement and Contracts Division
J.K. Polk Bldg.
505 Deaderick Street
Nashville, TN 37243
This solicitation is unique in that it has been identified by the Department of Finance and Administration,
Strategic Technology Solutions as containing information that is confidential under Tenn. Code Ann. § 10-7-
504(i). Therefore, a non-disclosure agreement (“NDA”) must be signed before the solicitation details may be
disclosed by the State. The Contractor acknowledges that all materials, records, notes, logs, diagrams, drawings
Event RFP #40100-10620
and any other information or records, regardless of form, medium or method of communication, shall become
the property of the State upon submission of a response to a solicitation.
If you are interested in responding to this solicitation, please complete the attached NDA and return it to the
solicitation coordinator. The above solicitation includes a document on “How to Register to do Business with
the State of Tennessee.” Please note that it can take approximately 10-14 days to become registered. We
appreciate your interest in doing business with the State of Tennessee and hope that you will consider
responding to this solicitation.
THE STATE OF TENNESSEE
DEPARTMENT OF TRANSPORTATION
This Nondisclosure Agreement for RFP# 40100-10620 as the "Agreement") made effective this __ day of
_____, 20__, by and between the State of Tennessee, STATE AEGNCY NAME (“State”) and CONTRACTOR LEGAL
ENTITY NAME (Contractor having its principal place of business at CONTRACTOR’S ADDRESS (“Contractor”). The
parties (“Parties”) to this Agreement agree as follows:
1. Materials, records, notes, logs, diagrams, drawings and any other information or records,
regardless of form, medium or method of communication, provided to the Contractor by the State, provided by
the Contractor to the State, or acquired by the Contractor on behalf of the State, shall be regarded as
Confidential State Data. Confidential State Data shall include, but shall not be limited to:
(i) electronic information processing systems, telecommunications systems, or other
communications systems of the State (collectively, “Government Property”),
(ii) plans, security codes, passwords, combinations, or computer programs used to protect
electronic information and Government Property;
(iii) information that would identify those areas of structural or operational vulnerability
that would permit unlawful disruption to, or interference with, the services provided by
a governmental entity;
(iv) information that could be used to disrupt, interfere with, or gain unauthorized access to
electronic information or Government Property; and
(v) the identity of another contractor providing goods and services to the State that are
used to protect electronic information processing systems, telecommunication and
other communication systems, data storage systems, government employee
information, or information related any person or entity.
2. The Contractor shall safeguard and hold in strict confidence all Confidential State Data and shall
not disclose the Confidential State Data to third parties without the written consent of the State. The Contractor
shall further restrict disclosure of Confidential State Data to only those employees who have a need to know and
who have executed a nondisclosure agreement to protect the Confidential State Data with terms equivalent to
3. Nothing in this Agreement shall permit the Contractor to disclose any Confidential State Data,
regardless of whether it has been disclosed or made available to the Contractor due to intentional or negligent
actions or inactions of agents of the State or third parties. Confidential State Data shall not be disclosed except
as required under state or federal law. To the fullest extent allowable under applicable law or regulation, the
Contractor shall promptly notify and provide to the State a reasonable opportunity to oppose any disclosure
required under state or federal law.
4. The Contractor acknowledges that Confidential State Data delivered by the State to the
Contractor shall be for the purpose of exploration of business opportunities involving the State and the
Contractor. No other use of the Confidential State Data is granted without the written consent of the State. In
the event the State gives its approval for the Contractor to disclose Confidential State Data to a third party, the
Contractor shall ensure that all such disclosures are marked with appropriate legends, the receiving third party
enters into an non-disclosure agreement to protect Confidential State Data with terms equivalent to this
Agreement, and any other conditions reasonably required by the State in order to preserve the confidential
nature of the information and the State's rights therein.
5. This Agreement is made effective as of the date set forth above and may thereafter be
terminated by either party upon the giving of thirty (30) days written notice to the other party of its intention to
terminate. Upon termination of this Agreement, the Contractor shall promptly return to the State all
Confidential State Data. All obligations set forth under this Agreement shall survive the termination of this
Agreement. Upon termination of this Agreement, the Contractor shall destroy all Confidential State Data it
holds (including any copies such as backups) in accordance with the current version of National Institute of
Standards and Technology Special Publication 800-88.
6. This Agreement shall not be construed as a teaming, joint venture or other such arrangement;
rather, the parties hereto expressly agree that this Agreement is for the purpose of protecting Confidential State
7. If any terms and conditions of this Agreement are held to be invalid or unenforceable as a
matter of law, the other terms and conditions of this Agreement shall not be affected and shall remain in full
force and effect. The terms and conditions of this Agreement are severable.
8. This Agreement shall be governed by and construed in accordance with the laws of the State of
Tennessee. The Tennessee Claims Commission or the state or federal courts in Tennessee shall be the venue for
all claims, disputes, or disagreements arising under this Agreement. The Contractor acknowledges and agrees
that any rights, claims, or remedies against the State of Tennessee or its employees arising under this
Agreement shall be subject to and limited to those rights and remedies available under Tenn. Code Ann. §§ 9-8-
101 - 407.
9. Nothing in this Agreement shall be construed to convey to Contractor any right, title or interest
or copyright in the Confidential State Data, or any license to use, sell, exploit, copy or further develop the
Confidential State Data.
10. This Agreement is complete and contains the entire understanding between the Parties relating
to its subject matter, including all the terms and conditions of the Parties’ agreement. This Agreement may only
be modified by a written amendment signed by all Parties and approved by all applicable State officials.
IN WITNESS WHEREOF, this Confidentiality Agreement has been executed by the parties hereto as of the date
first set forth above.
INSERT CONTRACTOR NAME