Common use of COMMISSIONER OR AUTHORIZED USER Contractor warrants Clause in Contracts

COMMISSIONER OR AUTHORIZED USER Contractor warrants. covenants and represents that any confidential information obtained by Contractor, its agents, affiliates, Subcontractors, officers, distributors, resellers or employees in the course of performing its obligations, including without limitation, security procedures, business operations information, or commercial proprietary information in the possession of the State or any Authorized User hereunder or received from another third party, will not be divulged to any third parties without the written consent of the Commissioner or Authorized User unless disclosure is required by law or legal process. Contractor shall not be required to keep confidential any such material that is publicly available through no fault of Contractor, independently developed by Contractor without reliance on confidential information of the Authorized User, or otherwise obtained under the Freedom of Information Law or other applicable New York State laws and regulations. If disclosure is required by law or legal process, Contractor shall provide advance notification to the State or Authorized User, as applicable. This warranty shall survive termination of this Contract. Contractor further agrees to take commercially reasonable steps as to its agents, affiliates, Subcontractors, officers, distributors, resellers or employees regarding the obligations arising under this clause to insure such confidentiality.