California DOJ Agreement

CALIFORNIA DOJ AGREEMENT

This California DOJ Agreement (the Agreement) is made and entered into as of Effective Date: by and between California Department of Justice Representative: and Contractor Name: .

DOJ Address: Contractor Address:

RECITALS

WHEREAS, the California Department of Justice maintains and administers certain criminal justice records, identification systems, or other regulated data, and requires services and contractual assurances for access, handling, or processing of such data; and

WHEREAS, Contractor represents that Contractor possesses the necessary qualifications, experience, and security controls to perform services in accordance with applicable state law and DOJ policy; and

WHEREAS, the parties desire to set forth terms, conditions, and obligations governing Contractor's access to and use of data and services provided by or on behalf of the California Department of Justice.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all nonpublic information disclosed by DOJ to Contractor, including but not limited to criminal history information, fingerprint data, investigative records, system access credentials, and other data designated as restricted by law or DOJ policy.

1.2 "Services" means the deliverables, access, background checks, data processing, or other activities described in Section 2 and in the Statement of Work attached hereto or incorporated herein.

2. SCOPE OF SERVICES

2.1 Contractor shall perform Services in accordance with standards acceptable to DOJ and consistent with applicable state statutes, regulations, and DOJ policies. Services shall include the following:

2.2 Contractor shall not permit any third party access to DOJ systems or data except as specifically authorized in writing by DOJ. All subcontractors must be disclosed in writing and approved by DOJ in advance.

3. DATA ACCESS, USE AND SECURITY

3.1 Access. Contractor's access to DOJ systems or data is limited to the minimum necessary to perform the Services. Contractor shall use unique credentials for each authorized user and shall not share credentials.

3.2 Use Restrictions. Contractor shall use Confidential Information solely for the purpose of performing the Services. Contractor shall not copy, distribute, or disseminate Confidential Information except as permitted by this Agreement or required by law, in which case Contractor shall provide prompt notice to DOJ when permitted.

3.3 Security Controls. Contractor shall implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of Confidential Information and consistent with industry standards. Contractor shall immediately report any actual or suspected security incident affecting DOJ data.

4. BACKGROUND CHECKS AND FINGERPRINTING

4.1 Contractor shall ensure that employees and agents who will access Confidential Information undergo background checks and fingerprinting in accordance with DOJ requirements. Contractor shall not permit access until DOJ has approved the results.

4.2 Contractor shall maintain documentation of background checks and make such documentation available to DOJ upon request for inspection and audit.

5. COMPENSATION AND FEES

5.1 DOJ shall pay Contractor in accordance with the fees and schedule set forth below. Unless otherwise stated, fees cover all labor, materials, travel, and incidental costs necessary to perform the Services.

Total Amount: $

6. TERM AND TERMINATION

6.1 Term. The term of this Agreement shall commence on Commencement Date: and continue until Completion Date: unless earlier terminated pursuant to this Section.

6.2 Termination for Convenience. DOJ may terminate this Agreement, in whole or in part, for convenience upon written notice to Contractor. Contractor shall be entitled to payment for Services performed to the effective date of termination.

6.3 Termination for Cause. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure within thirty (30) days of written notice, or immediately for breaches involving unauthorized disclosure of Confidential Information.

7. CONFIDENTIALITY

7.1 Contractor shall maintain Confidential Information in strict confidence and shall not disclose such information except as authorized by DOJ or required by law. Contractor shall employ safeguards to prevent unauthorized access, use, or disclosure.

7.2 Upon termination or expiration of this Agreement, Contractor shall return or destroy Confidential Information as directed by DOJ and shall certify in writing that such return or destruction has been completed.

8. RECORDS, AUDIT AND RETENTION

8.1 Contractor shall retain all records relating to the performance of this Agreement, including access logs, background check documentation, and invoices, for a period of .

8.2 DOJ or its authorized representatives shall have the right to audit Contractor's compliance with this Agreement upon reasonable notice during regular business hours.

9. INDEMNIFICATION AND INSURANCE

9.1 Indemnification. Contractor shall indemnify, defend, and hold harmless the State of California, its officers, agents, and employees, including DOJ, from and against any claims, liabilities, losses, damages, or expenses arising out of Contractor's negligence, willful misconduct, or breach of this Agreement.

9.2 Insurance. Contractor shall maintain insurance coverage adequate to cover its obligations under this Agreement, including commercial general liability and cyber liability as appropriate. Evidence of insurance shall be provided to DOJ upon request.

10. COMPLIANCE WITH LAW

Contractor shall comply with all applicable federal and state laws, regulations, and DOJ policies governing the access, use, storage, and disclosure of criminal justice information and any other data provided under this Agreement.

11. NOTICES

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and sent to the addresses below and shall be deemed given upon personal delivery, delivery by certified mail, or email with confirmation where permitted by DOJ.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing.

12.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles.

13.2 Entire Agreement. This Agreement, including any attachments or statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and such provision will be reformed only to the extent necessary to make it valid and enforceable.

14. MISCELLANEOUS

14.1 Assignment. Contractor shall not assign or delegate any rights or obligations hereunder without the prior written consent of DOJ. Any attempted assignment without such consent shall be void.

14.2 Subcontracting. Contractor shall remain responsible for the performance of any subcontractor and for compliance with the terms of this Agreement.

ENTITY TYPE (CONTRACTOR)

Please indicate Contractor's entity type (check all that apply):

Corporation   Limited Liability Company (LLC)   Individual / Sole Proprietor   Government Entity

CERTIFICATIONS

Contractor certifies and acknowledges that: (a) Contractor will comply with all statutory and regulatory requirements applicable to the access and use of DOJ data; (b) Contractor understands that unauthorized dissemination or misuse of certain criminal history information may be a criminal offense; and (c) Contractor will cooperate with DOJ in any investigation relating to unauthorized access or disclosure.

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