Common use of Trade Secrets and Proprietary Information Clause in Contracts

Trade Secrets and Proprietary Information. A. During the term of the awarded contract, the selected FSMC may grant to the SFA a nonexclusive right to access certain proprietary materials of the selected FSMC, including menus, recipes, signage, food service surveys and studies, management guidelines and procedures, operating manuals, software (both owned by and licensed by the selected FSMC), and similar compilations regularly used in selected FSMC’s business operations (trade secrets). The SFA shall not disclose any of the selected FSMC’s trade secrets or other confidential information, directly or indirectly, during or after the term of the awarded contract. The SFA shall not photocopy or otherwise duplicate any such material without the prior written consent of the selected FSMC. All trade secrets and other confidential information shall remain the exclusive property of the selected FSMC and shall be returned to the selected FSMC immediately upon termination of the awarded contract. The SFA shall not use any confusingly similar names, marks, systems, insignia, symbols, procedures, and methods. Without limiting the foregoing and except for software provided by the SFA, the SFA specifically agrees that all software associated with the operation of the food service, including without limitation, menu systems, food production systems, accounting systems, and other software, are owned by or licensed to the selected FSMC and not the SFA. Furthermore, the SFA’s access or use of such software shall not create any right, title interest, or copyright in such software and the SFA shall not retain such software beyond the termination of the awarded contract. In the event of any breach of this provision, the selected FSMC shall be entitled to equitable relief, including an injunction or specific performance, in addition to all other remedies otherwise available. The SFA’s obligations under this section are subject to its obligations under the Utah Government Records and Management Act (GRAMA) 63G-2. This provision shall survive the termination of the awarded contract.

Trade Secrets and Proprietary Information. A. During the term of the awarded contract, the selected FSMC may grant to the SFA a nonexclusive right to access certain proprietary materials of the selected FSMC, including menus, recipes, signage, food service surveys and studies, management guidelines and procedures, operating manuals, software (both owned by and licensed by the selected FSMC), and similar compilations regularly used in selected FSMC’s business operations (trade secrets). The SFA shall not disclose any of the selected FSMC’s trade secrets or other confidential information, directly or indirectly, during or after the term of the awarded contract. The SFA shall not photocopy or otherwise duplicate any such material without the prior written consent of the selected FSMC. All trade secrets and other confidential information shall remain the exclusive property of the selected FSMC and shall be returned to the selected FSMC immediately upon termination of the awarded contract. The SFA shall not use any confusingly similar names, marks, systems, insignia, symbols, procedures, and methods. Without limiting the foregoing and except for software provided by the SFA, the SFA specifically agrees that all software associated with the operation of the food service, including without limitation, menu systems, food production systems, accounting systems, and other software, are owned by or licensed to the selected FSMC and not the SFA. Furthermore, the SFA’s access or use of such software shall not create any right, title interest, or copyright in such software and the SFA shall not retain such software beyond the termination of the awarded contract. In the event of any breach of this provision, the selected FSMC shall be entitled to equitable relief, including an injunction or specific performance, in addition to all other remedies otherwise available. The SFA’s obligations under this section are subject to its obligations under the Utah Government Records and Management Act (GRAMA) 63G-2. This provision shall survive the termination of the awarded contract.

Trade Secrets and Proprietary Information. A. During the term of the awarded contractthis Agreement , the selected FSMC may grant to the SFA a nonexclusive non-exclusive right to access certain proprietary materials of the selected FSMC including menus, signage, Food Service Program surveys and studies, software (both owned by and licensed to the FSMC) and similar compilations regularly used in the FSMC’s business operations (“Proprietary Materials”). In addition the SFA may have access to certain non-public information of the FSMC, including menus, recipes, signage, food service surveys and studies, management guidelines and procedures, operating manuals, software (both owned by personnel information, purchasing and licensed by the selected FSMC)distribution practices, pricing and bidding information, financial information, surveys and studies, and similar compilations regularly used in selected the FSMC’s business operations (trade secrets“Trade Secrets”). Trade Secrets and/or Proprietary Materials shall not include personnel (labor costs, staffing patterns, staff scheduling for employees), financial information and other information necessary for the SFA to solicit competitive FSMC proposals at the expiration of this Agreement. The SFA shall not disclose any of the selected FSMC’s trade secrets Trade Secrets or other confidential information, disseminate any Proprietary Materials directly or indirectly, during or after the term of the awarded contractthis Agreement. The SFA shall not photocopy or otherwise duplicate any such material without the prior written consent of the selected FSMC. All trade secrets Trade Secrets and other confidential information Proprietary Materials shall remain the exclusive property of the selected FSMC and shall be returned to the selected FSMC immediately upon the expiration or termination of the awarded contractAgreement. The SFA shall not use any confusingly similar names, marks, systems, insignia, symbols, procedures, symbols or procedures and methods. Without limiting the foregoing and except for software provided by the SFAforegoing, the SFA specifically agrees that all software associated with the operation of the food serviceFood Service Program, including without limitation, menu systems, food production systems, accounting systems, and other software, are owned by or licensed to the selected FSMC and not the SFA. Furthermore, the SFA’s access or use of such software shall not create any right, title title, interest, or copyright in such software software, and the SFA shall not retain such software beyond the expiration or termination of the awarded contractthis Agreement. In the event of any breach of this provision, the selected FSMC shall be entitled to equitable relief, including an injunction or specific performance, in addition to all other remedies otherwise available. The SFA’s obligations under this section are subject to its obligations under the Utah Government Records and Management Act (GRAMA) 63G-2. This provision shall survive the expiration or termination of the awarded contractthis Agreement.

Trade Secrets and Proprietary Information. A. During the term of the awarded contract, the selected FSMC may grant to the SFA a nonexclusive right to access certain proprietary materials of the selected FSMC, including menus, recipes, signage, food service surveys and studies, management guidelines and procedures, operating manuals, software (both owned by and licensed by the selected FSMC), and similar compilations regularly used in selected FSMC’s business operations (trade secrets). The SFA shall not disclose any of the selected FSMC’s trade secrets or other confidential information, directly or indirectly, during or after the term of the awarded contract. The SFA shall not photocopy or otherwise duplicate any such material without the prior written consent of the selected FSMC. All trade secrets and other confidential information shall remain the exclusive property of the selected FSMC and shall be returned to the selected FSMC immediately upon termination of the awarded contract. The SFA shall not use any confusingly similar names, marks, systems, insignia, symbols, procedures, and methods. Without limiting the foregoing and except for software provided by the SFA, the SFA specifically agrees that all software associated with the operation of the food service, including without limitation, menu systems, food production systems, accounting systems, and other software, are owned by or licensed to the selected FSMC and not the SFA. Furthermore, the SFA’s access or use of such software shall not create any right, title interest, or copyright in such software and the SFA shall not retain such software beyond the termination of the awarded contract. In the event of any breach of this provision, the selected FSMC shall be entitled to equitable relief, including an injunction or specific performance, in addition to all other remedies otherwise available. The SFA’s obligations under this section are subject to its obligations under the Utah Government Records and Management Act (GRAMA) 63G-2. This provision shall survive the termination of the awarded contract.. Any discovery, invention, software, or programs paid for by the SFA shall be the property of the SFA to which the State agency and USDA shall have unrestricted rights including copyrights. PROJECTED OPERATIONS – REVENUE FOR PROGRAMS AND SITES TO BE CONTRACTED (To be completed by SFA) IN-SCHOOL REVENUE Based on 180 Days of Service Breakfast Programs: Meals Price Total Elementary Full Price # X = $ Secondary Full Price # X = $ Reduced Price # X = $ Adult # X = $ Subtotal Breakfast $ Lunch Program: Elementary Full Price # X = $ Secondary Full Price #_6120 X 3.75 = $22,950 Reduced Price # 3240 X .40 = $1,296 Adult # X = $ Subtotal Lunches $24,246 (Program Name): Full Price # X = $ Reduced Price # X = $ Adult # X = $ Subtotal Snack $ Special Functions (Catering) # X = $ A la Carte, if applicable Concession Revenue, if applicable Vending Machine Sales Total Revenue Contract Meals $ $ $ $ Non-Reimbursable Meals $ TOTAL IN-SCHOOL REVENUE = $24,246 PROJECTED OPERATIONS - REVENUE, PAGE 2 (To be completed by SFA) FEDERAL REIMBURSEMENT Based on 180 Days of Service Breakfast: Meals Price Total Free #5760 X 1.97 = $11,347.20 Free, Severe Need # X = $ Reduced Price # X 1.67 = $ Reduced Price Severe Need # X = $ Full Price # X = $ Total Breakfast $11,347.20 Lunch: Free #6480 X 3.66 = $23,716.80 Reduced Price #3240 X 3.26 = $10,562.40_ Full Price #6120 X .33 = $2,019.60 Total Lunch $36,298.80_ (Program Name): Free # X = $ Reduced Price # X = $ Full Price # X = $ Total Snacks $ Total Special Milk Program $ Summer Food Service (If applicable): Breakfast # X = $ Lunch/Supper # X = $ Snacks # X = $ Total SFSP $ Child and Adult Care Food Program (If applicable): Breakfast # X = $ Lunch/Supper # X = $ Snacks # X = $ Total CACFP $ TOTAL FEDERAL REIMBURSEMENT $47,646 (To be completed by SFA) TOTAL IN-SCHOOL REVENUE = $24,246 TOTAL FEDERAL REIMBURSEMENT = $47,646 TOTAL STATE REIMBURSEMENT = $13,464 TOTAL REVENUE = $85,356 AGREEMENT PAGE The undersigned hereby offers to provide the services of an FSMC as specified in this proposal for the period of (contract beginning date) and ending (contract ending date). I understand that the SFA reserves the right to reject any or all proposals, and that this proposal may not be withdrawn during a period of sixty (60) days from the time of opening of the proposal. Furthermore, I certify that, consistent with Section I., subsection S. of this RFP, I have not exchanged any gratuities, favors, nor anything of monetary value with the SFA, and this proposal is made without prior understanding, agreement, or connection with any other offeror submitting a proposal for the same type of service, and is in all respects fair and without collusion or fraud. I agree to abide to all term and conditions of this RFP and certify that I am authorized to sign the RFP for the offeror. FSMC NAME: FSMC ADDRESS: SIGNATURE (Authorized Representative): Date: PRINT NAME: TITLE: PHONE: FAX NUMBER: E-MAIL: (SFA will complete section below this line) Awarding of the Contract: SFA by signing below is awarding the contract for this RFP to the offeror of this proposal, herein referred to as “selected FSMC”. This proposal, all sections of the proposal, all terms and conditions, addendums, including any additional addendums mutually agreed to by both the SFA and offeror will be incorporated in to this awarded contract. The undersigned hereby accepts offeror’s services of an FSMC as specified in this proposal for the period of (contract beginning date) and ending (contract ending date). SFA NAME: SFA ADDRESS: SIGNATURE (Authorized Representative): Date: PRINT NAME: TITLE: LIST OF CONTRACT ATTACHMENTS ATTACHMENT TITLE A Labor Work Sheet - SFA Employees B Labor Work Sheet - FSMC Employees C Fringe Benefit Cost Work Sheet, SFA Employees D Fringe Benefit Cost Work Sheet, FSMC Employees E SFA Specifications on Average Daily Participation for Lunch F SFA Specifications on Average Daily Participation for Breakfast G SFA Specifications on Average Daily Participation for After School Care Snacks H SFA Specifications on Average Daily Participation for the Child and Adult Care Food Program – SNACK I SFA Specifications on Average Daily Participation for the Special Milk Program J SFA Specifications on Average Daily Participation for Summer Food Service Program K SFA Site/Building Listing - General Data L SFA Site/Building Listing - Service to Be Provided M Minimum Food Specifications N Sample 21- Day Cycle Lunch Menu O Sample Breakfast Menu P ASP, ASMP, SFSP, or SSO Snack Menu Q Sample Summer Food Service Program Menu R Holiday Schedule S Sample Child and Adult Care Food Program Menu T Implementation Cost U Investment Nonexpendable Equipment V Independent Price Determination Certificate W Suspension and Debarment Certification X Lobbying Certification Y Disclosure of Lobbying Activities Z Proposal Summary ATTACHMENT A: LABOR WORK SHEET - SFA (To be completed by the SFA for SFA employees) Pay rates for the year 2021 -2022_ SITE OR SCHOOL JOB TITLE HOURLY RATE ($) DAILY HOURS NUMBER OF DAYS PAID TOTAL ANNUAL WAGE ($) UNEMPLOYMENT COMPENSATION Beehive Science & Technology Academy Supervisor 17.00 6 200 20,400 20.40 Manager 14.00 5 200 14,000 14.00 Total Labor $34,400 Retirement $0.00 Substitute Pay $0.00