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Often, buyers will seek bids from vendors by issuing Requests for Proposals or RFPs, which disclose certain information about the buyer’s needs that the buyer may wish to keep confidential. Placing this provision on the RFP can address this issue: This RFP contains information that is confidential and proprietary to [Buyer]. The Vendor shall under no circumstances use the information contained herein for any purposes other than the evaluation of the requirements of this RFP and the preparation of a proposal in response to this RFP. The Vendor shall not disclose the information contained in this RFP to any third parties and shall limit the distribution of this RFP to those employees of Vendor who have a need to have access thereto for the purposes of evaluating the requirements of this RFP and preparing a response thereto. The Vendor shall employ the same degree of care in preventing the unauthorized use of the information contained in this RFP or the disclosure of the information in this RFP to a third party (or parties) as it uses with regard to its own confidential information, provided that in no event shall the Vendor employ less than a reasonable degree of care. The Vendor shall inform its employees of the foregoing obligations. If the Vendor determines at any point in time after receipt of this RFP that it does not wish to submit a proposal to [Buyer] in response to this RFP, the Vendor shall return this RFP to [Buyer] and shall certify in writing that it has not retained any copies or made any unauthorized use or disclosure of the information contained herein. If the Vendor submits a response to this RFP to [Buyer], it may retain a copy of the RFP in its files. Whether or not the Vendor submits a response to this RFP, the obligations of this paragraph shall continue in effect. No interest or rights in, any information in this RFP, and no right to receive any disclosure of any such information is granted by this paragraph. The Vendor recognizes and acknowledges the competitive value and confidential nature of the information in this RFP and agrees to be responsible for the improper use of the information and breach of the obligations herein. This sample clause is intended to serve solely as an exemplar and may need to be modified to conform to the legal requirements of your jurisdiction. It in no way constitutes legal advice. John Engler is an associate in the New York office of Brown Raysman Millstein Felder & Steiner LLP.

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