Common use of Confidentiality of Contractor Information Clause in Contracts

Confidentiality of Contractor Information. The Department will afford due regard to the Contractor’s request for the protection of proprietary or confidential information which the Department receives. However, all materials associated with any Contractor submittal to a Department or the Contract are subject to the terms of the Connecticut Freedom of Information Act (“FOIA”) and all corresponding rules, regulations and interpretations. In making such a request for protection, the Contractor may not merely state generally that the materials are proprietary or confidential in nature and not, therefore, subject to release to third parties. Those particular sentences, paragraphs, pages or sections that the Contractor believes are exempt from disclosure under the FOIA must be specifically identified as such. Convincing explanation and rationale sufficient to justify each exemption consistent with the FOIA must accompany the request. The rationale and explanation must be stated in terms of the prospective harm to the competitive position of the Contractor that would result if the identified material were to be released and the reasons why the materials are legally exempt from release pursuant to the FOIA. To the extent that any other provision or part of the Contract, especially including the Final Exhibits, and the Records, conflicts or is in any way inconsistent with this Section, this Section controls and shall apply and the conflicting provision or part shall not be given effect. If the Contractor indicates that certain documentation is submitted in confidence, by specifically and clearly marking said documentation as CONFIDENTIAL, the Department will endeavor to keep said information confidential to the extent permitted by law. The Department, however, has no obligation to initiate, prosecute or defend any legal proceeding or to seek a protective order or other similar relief to prevent disclosure of any information that is sought pursuant to a FOIA request. The Contractor shall have the burden of establishing the availability of any FOIA exemption in any proceeding where it is an issue. In no event shall a Department have any liability for the disclosure of any documents or information in its possession which the Department believes are required to be disclosed pursuant to the FOIA or other requirements of law.

Confidentiality of Contractor Information. The Department will afford due regard Contractor acknowledges and agrees that information submitted to the Contractor’s request for the protection of proprietary or confidential information which the Department receives. However, all materials associated with any Contractor submittal Authority pursuant to a Department or the Contract are this Agreement may be subject to compulsory disclosure by the terms Authority upon request from a member of the Connecticut Freedom of Information Act (“FOIA”) public under the California Public Records Act, Government Code Section 6250 et seq. The Authority recognizes and all corresponding rules, regulations and interpretations. In making such a request for protection, the agrees that certain information that may be disclosed by Contractor or that Contractor may not merely state generally that the materials are proprietary or confidential in nature and not, therefore, subject be required to release to third parties. Those particular sentences, paragraphs, pages or sections that the Contractor believes are exempt from disclosure under the FOIA must be specifically identified as such. Convincing explanation and rationale sufficient to justify each exemption consistent with the FOIA must accompany the request. The rationale and explanation must be stated in terms of the prospective harm to the competitive position of the Contractor that would result if the identified material were to be released and the reasons why the materials are legally exempt from release submit pursuant to the FOIAAgreement may be considered confidential and proprietary by Contractor. To The Authority agrees to protect the extent that any other provision or part confidentiality of the Contract, especially including the Final Exhibits, and the Records, conflicts or is in any way inconsistent with this Section, this Section controls and shall apply and the conflicting provision or part shall not be given effect. If the Contractor indicates that certain documentation is materials submitted in confidence, by specifically and clearly marking said documentation as CONFIDENTIAL, the Department will endeavor to keep said information confidential it to the extent permitted by lawthe Public Records Act, in accordance with the procedures, and subject to the limitations described in this Section. Contractor shall specifically and clearly designate as "CONFIDENTIAL" all materials that it wishes the Authority to treat in confidence and withhold from public disclosure. The DepartmentAuthority agrees not to voluntarily disclose any materials so designated to persons other than officers, howeverattorneys, has employees and consultants of the Authority involved in financing, overseeing and operating the Facility. If the Authority receives a request from a third party to review and/or copy material designated confidential, it will inform Contractor and will permit Contractor to present arguments and facts to the Authority in support of the position that the material is entitled to an exemption from disclosure under the Public Records Act and should not be released. If the Authority determines that the material is not entitled to an exemption and that it must be released, the Authority will advise Contractor of such determination prior to releasing the material so that Contractor may seek a court order enjoining its release. If the Authority determines that the material is entitled to an exemption, and the person who requested the information files a legal action seeking its release, the Authority will advise Contractor and will not oppose a motion by Contractor to intervene in the action. Contractor must either intervene or agree to pay the Authority's legal expenses in defending the action; otherwise the Authority will have no obligation to initiateaffirmatively defend the action and may release the information sought without any liability whatsoever to the Authority. Without intending to limit the remedies available to each Party due to any breach of this provision, prosecute or defend each Party agrees the damages at law for any legal proceeding or such breach would be an insufficient remedy to seek a protective order the other and that the non-breaching Party shall be entitled to injunctive relief or other similar relief to prevent disclosure equitable remedies in the event of any information that is sought pursuant to a FOIA request. The Contractor shall have the burden of establishing the availability of any FOIA exemption in any proceeding where it is an issue. In no event shall a Department have any liability for the disclosure of any documents or information in its possession which the Department believes are required to be disclosed pursuant to the FOIA or other requirements of lawsuch breach.