Common use of Confidentiality & Proprietary Information Clause in Contracts

Confidentiality & Proprietary Information. A. The format in which Contractor stores data provided by Municipality will be proprietary to Contractor. Municipality's retrieval and use of the data compiled by Contractor on the Web Site shall be limited to Municipality's internal use only, and Municipality agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of such bidders in so far as Bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose to any person and/or organization, any non-public information that Municipality designates as confidential. D. It is expressly understood and agreed that the software used to develop and operate the Web Site; any related materials and documentation provided by Contractor or any of its subcontractors, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information"). Municipality agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.

Confidentiality & Proprietary Information. A. 12.1 Prior to performing Services on behalf of MCI, RMH and each RMH employee assigned to perform work under this Agreement shall read, understand, adhere to, and sign a Confidentiality and Nondisclosure Agreement (NDA) in the form reviewed and approved by MCI. 12.2 The format Parties agree that any and all confidential information and/or proprietary information relating to past, present and future activities, products, services, business plans, business practices designated as confidential, or information that by its nature is presumed to be confidential ("Confidential Information") (including MCI Customer lists, MCI card numbers, MCI Customer names, addresses and billing data, call detail and/or financial information, information relating to MCI Customers or MCI Customer account information, and/or databases, as well as other material specifically designated by MCI in which Contractor stores data provided by Municipality will writing as confidential or proprietary) ("MCI Confidential Information")) furnished or disclosed in the course of this Agreement, or disclosed during the effective period(s) of other Nondisclosure Agreement(s) in effect between the Parties, shall be proprietary and remain MCI or RMH property, as the case may be. During the term of this Agreement and for seven (7) years thereafter, both Parties agree not to Contractorreveal, disclose, divulge, sell, license, exchange, lease or in any other way transfer the other Party's Confidential Information to any third party. MunicipalityNeither Party shall use the other Party's retrieval and use Confidential Information for any purposes other than the Services to be performed hereunder without prior express written permission of the data compiled by Contractor on the Web Site other Party and shall be limited to Municipality's internal use only, and Municipality agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent limit its copying of such bidders in so far as Bidders have provided Confidential Information to such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, purposes and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose any such Confidential Information to any person and/or organization, any non-public information that Municipality designates as confidential. D. It anyone except its personnel to whom such disclosure is expressly understood and agreed that the software used necessary to develop and operate the Web Site; any related materials and documentation provided by Contractor or any of its subcontractors, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for carry out the purposes of this section "ContractorAgreement. All such personnel shall be appropriately notified that any such disclosure to them is made in confidence and shall be held in confidence. In the event any such Confidential Information must be disclosed by a Party to a third person for the purpose of allowing the Party to provide the Services hereunder, the Party shall, prior to disclosure, obtain the other Party's written permission and if permission is granted, shall obtain from the third person a written agreement regarding the confidentiality and specific use of the Confidential Information"), the terms of which shall be substantially identical to those contained herein. Municipality agrees Either Party shall forward a copy of such third person's nondisclosure agreement to hold all such Contractor's the other Party upon written request. 12.3 The provisions of Paragraph 12.2 above shall not apply to information that was previously known to the other Party, free of any obligation to keep it confidential as evidenced by written records, or information that is or has been disclosed in the public domain, through no fault of the other Party, by third persons who are under no obligation of confidence to either MCI or RMH, or information independently developed by the other Party or obtained by a third party. Any combination of Confidential Information disclosed from MCI to RMH or RMH to MCI, shall not be deemed to be within the foregoing exceptions merely because individual portions of such combinations are disclosed or separately known in strictest confidence the public domain or known by the other Party. Either Party may disclose Confidential Information if obligated by Court order or governmental process after providing the other Party with prior notice that Confidential Information is being sought by legal process. 12.4 Both Parties acknowledge that the Confidential Information under this Agreement constitutes unique, valuable and take special trade secret and business information of the respective Parties, and that disclosure of such steps Confidential Information may cause irreparable injury to MCI or RMH as are reasonably the case may be. Accordingly, the Parties acknowledge and agree that the remedy at law for any breach of the covenants contained in Paragraph 12.2 of this Agreement may be inadequate, and in recognition, agree that the other Party shall, in addition, be entitled to seek injunctive relief and reasonable attorneys' fees and other court costs and expenses, in the event of a breach or threatened breach of any of the provisions of this Section 12 of this Agreement, which relief shall be in addition to and not in derogation of any other remedies which may be available to the other Party as a result of such breach. 12.5 Either Party may file copies of this Agreement with a court or public agency, to the extent necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall includecomply with applicable law or regulation, including, without limitation, refraining from taking any action in derogation to comply with mandatory filing under the rules and regulations of Contractor's ownership rights the Securities and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality or Contractor who have a need to know Exchange Commission and need access to the information extent necessary in connection with review by lending institutions, subject to facilitate Municipality's authorized use of appropriate confidentiality restrictions and subject to Section 16. The filing Party shall promptly notify the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection other Party of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.requirement

Confidentiality & Proprietary Information. A. The format (a) Citigroup agrees to treat all records and other information related to the Companies as proprietary information of the applicable Company and, on behalf of itself and its employees, to keep confidential all such information, except that Citigroup may: (i) prepare or assist in the preparation of periodic reports to shareholders and regulatory bodies such as the SEC; (ii) provide information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (iii) release such other information as approved by the Company, which Contractor stores data provided approval shall not be unreasonably withheld and may not be withheld where Citigroup is advised by Municipality will counsel that it may be exposed to civil or criminal contempt proceedings for failure to release the information (provided, however, that Citigroup shall seek the approval of the Company as promptly as possible so as to enable the Company to pursue such legal or other action as it may desire to prevent the release of such information) or when so requested by the Company. (b) Each Company acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals maintained by Citigroup on databases under the control and ownership of Citigroup or a third party constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to Citigroup or the third party. Each Company agrees to treat all Proprietary Information as proprietary to Contractor. Municipality's retrieval Citigroup and use of the data compiled by Contractor on the Web Site shall be limited to Municipality's internal use only, and Municipality further agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of such bidders in so far as Bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose divulge any Proprietary Information to any person and/or organization, any non-public information that Municipality designates or organization except as confidentialmay be provided under this Agreement. D. It is expressly understood and agreed (c) Citigroup acknowledges that the software used to develop Shareholder list and operate the Web Site; any related materials and documentation provided by Contractor or any of its subcontractors, including without limitation all information related to security Shareholders furnished to Forum by the applicable Company or other technical aspects by a Shareholder in connection with this Agreement (collectively, "Customer Data") constitute proprietary information of substantial value to the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information")Company. Municipality In no event shall Proprietary Information be deemed Customer Data. Citigroup agrees to hold treat all such Contractor's Confidential Information in strictest confidence Customer Data as proprietary to a Company and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality further agrees that it shall not disclose or otherwise make available the Contractor's Confidential Information in divulge any form Customer Data to any person or organization except to those employees of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use of the Web Site. Nothing herein shall as may be construedprovided under this Agreement, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required as may be permitted by New Jersey law, provided however that prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on ordinary course of business, as may be directed by the Web Site. Contractor will not change the Company or as otherwise required under Citigroup's Anti-Money Laundering Program ("privacy policy" without Municipality's consent, which will not be unreasonably withheldCitigroup AML Program").

Confidentiality & Proprietary Information. A. The format in which Contractor stores data the PARTIES anticipate that confidential proprietary information may be disclosed and received during the term of this AGREEMENT. “PROPRIETARY INFORMATION” is defined as: any information provided by Municipality UMS to RECIPIENT in connection with the PRINT RFB. PROPRIETARY INFORMATION includes, but is not limited to, the confidential and proprietary intellectual property regarding the student recruitment market and material, any information UMS identifies as proprietary and confidential, or that otherwise qualifies for protection under any law . RECIPIENT will be proprietary maintain the secrecy and confidentiality of all PROPRIETARY INFORMATION and agrees to Contractoruse PROPRIETARY INFORMATION only for the purpose of responding to the PRINT RFB. Municipality's retrieval RECIPIENT agrees to use measures to protect the secrecy and use confidentiality of PROPRIETARY INFORMATION that are no less than reasonable under the data compiled by Contractor on the Web Site shall be limited to Municipality's internal use onlycircumstances, and Municipality will neither use nor disclose PROPRIETARY INFORMATION to anyone other than those who need to know PROPRIETARY INFORMATION for the purpose of responding to the PRINT RFB. RECIPIENT agrees that it will notbe responsible for any breach of this AGREEMENT by any of its employees, unless otherwise required by lawagents, transmit to third parties, authorized representatives or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of such bidders in so far as Bidders have provided such minimum bidspermitted assignees or subcontractors. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon Without prior written approval by the Municipalityconsent from UMS, the Contractor, or its subcontractors, shall not furnish or RECIPIENT will not: (i) disclose to any person and/or organization, any non-public information that Municipality designates as confidential. D. It is expressly understood and agreed that or entity the software used to develop and operate the Web Site; any related materials and documentation provided by Contractor substance or any of its subcontractors, including without limitation information related to security or other technical aspects import of the Web SitePROPRIETARY INFORMATION; (ii) use any PROPRIETARY INFORMATION to access or obtain additional information outside the purpose contemplated by this AGREEMENT; (iii) duplicate, distribute or otherwise reproduce PROPRIETARY INFORMATION in any way. RECIPIENT will not remove a designation of confidentiality from any item or material containing PROPRIETARY INFORMATION. PROPRIETARY INFORMATION does not include information that: (i) is or becomes generally known and available to the non-public pages other than as a result of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes any breach by RECIPIENT of this section "Contractor's Confidential Information"). Municipality agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the AGREEMENT; (ii) is subsequently learned from a third party who is under no obligation of confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees such information; (iii) was known by RECIPIENT under no obligation of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that confidentiality prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information by the UMS hereunder; or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. E. Each party agrees to treat any information they receive that is submitted (iv) was generated independently by RECIPIENT without reference to the Web Site by BiddersUMS’s information. PROPRIETARY INFORMATION is provided on an “as-is” basis; UMS expressly disclaims any warranty as to the accuracy or fitness of any PROPRIETARY INFORMATION under this AGREEMENT. At the request of UMS, including without limitationRECIPIENT will return to UMS within thirty (30) days all information and materials that include, deposit amountsincorporate, social security numbers, federal tax identification numbers, etcor otherwise contain PROPRIETARY INFORMATION., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.

Confidentiality & Proprietary Information. A. The format in which Contractor stores data provided by Municipality will be proprietary to Contractor. Municipality's retrieval and use of the data compiled by Contractor on the Web Site shall be limited to Municipality's internal use only, and Municipality agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of such bidders in so far as Bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose to any person and/or organization, any non-public information that Municipality designates as confidential. D. It is expressly understood and agreed that the software used to develop and operate the Web Site; any related materials and documentation provided by Contractor or any of its subcontractorsContractor, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information"). Municipality agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.

Confidentiality & Proprietary Information. A. 12.1 Prior to performing Services on behalf of MCI, RMH and each RMH employee assigned to perform work under this Agreement shall read, understand, adhere to, and sign a Confidentiality and Nondisclosure Agreement (NDA) in the form reviewed and approved by MCI. 12.2 The format Parties agree that any and all confidential information and/or proprietary information relating to past, present and future activities, products, services, business plans, business practices designated as confidential, or information that by its nature is presumed to be confidential (“Confidential Information”) (including MCI Customer lists, MCI card numbers, MCI Customer names, addresses and billing data, call detail and/or financial information, information relating to MCI Customers or MCI Customer account information, and/or databases, as well as other material specifically designated by MCI in which Contractor stores data provided by Municipality will writing as confidential or proprietary) (“MCI Confidential Information”)) furnished or disclosed in the course of this Agreement, or disclosed during the effective period(s) of other Nondisclosure Agreement(s) in effect between the Parties, shall be proprietary and remain MCI or RMH property, as the case may be. During the term of this Agreement and for seven (7) years thereafter, both Parties agree not to Contractorreveal, disclose, divulge, sell, license, exchange, lease or in any other way transfer the other Party’s Confidential Information to any third party. Municipality's retrieval and Neither Party shall use the other Party’s Confidential Information for any purposes other than the Services to be performed hereunder without prior express written permission of the data compiled by Contractor on the Web Site other Party and shall be limited to Municipality's internal use only, and Municipality agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent limit its copying of such bidders in so far as Bidders have provided Confidential Information to such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, purposes and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose any such Confidential Information to any person and/or organization, any non-public information that Municipality designates as confidential. D. It anyone except its personnel to whom such disclosure is expressly understood and agreed that the software used necessary to develop and operate the Web Site; any related materials and documentation provided by Contractor or any of its subcontractors, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for carry out the purposes of this section "Contractor's Agreement. All such personnel shall be appropriately notified that any such disclosure to them is made in confidence and shall be held in confidence. In the event any such Confidential Information must be disclosed by a Party to a third person for the purpose of allowing the Party to provide the Services hereunder, the Party shall, prior to disclosure, obtain the other Party’s written permission and if permission is granted, shall obtain from the third person a written agreement regarding the confidentiality and specific use of the Confidential Information"), the terms of which shall be substantially identical to those contained herein. Municipality agrees Either Party shall forward a copy of such third person’s nondisclosure agreement to hold all such Contractor's the other Party upon written request. 12.3 The provisions of Paragraph 12.2 above shall not apply to information that was previously known to the other Party, free of any obligation to keep it confidential as evidenced by written records, or information that is or has been disclosed in the public domain, through no fault of the other Party, by third persons who are under no obligation of confidence to either MCI or RMH, or information independently developed by the other Party or obtained by a third party. Any combination of Confidential Information disclosed from MCI to RMH or RMH to MCI, shall not be deemed to be within the foregoing exceptions merely because individual portions of such combinations are disclosed or separately known in strictest confidence the public domain or known by the other Party. Either Party may disclose Confidential Information if obligated by Court order or governmental process after providing the other Party with prior notice that Confidential Information is being sought by legal process. 12.4 Both Parties acknowledge that the Confidential Information under this Agreement constitutes unique, valuable and take special trade secret and business information of the respective Parties, and that disclosure of such steps Confidential Information may cause irreparable injury to MCI or RMH as are reasonably the case may be. Accordingly, the Parties acknowledge and agree that the remedy at law for any breach of the covenants contained in Paragraph 12.2 of this Agreement may be inadequate, and in recognition, agree that the other Party shall, in addition, be entitled to seek injunctive relief and reasonable attorneys’ fees and other court costs and expenses, in the event of a breach or threatened breach of any of the provisions of this Section 12 of this Agreement, which relief shall be in addition to and not in derogation of any other remedies which may be available to the other Party as a result of such breach. 12.5 Either Party may file copies of this Agreement with a court or public agency, to the extent necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall includecomply with applicable law or regulation, including, without limitation, refraining from taking any action in derogation to comply with mandatory filing under the rules and regulations of Contractor's ownership rights the Securities and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality or Contractor who have a need to know Exchange Commission and need access to the information extent necessary in connection with review by lending institutions, subject to facilitate Municipality's authorized use of appropriate confidentiality restrictions and subject to Section 16. The filing Party shall promptly notify the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection other Party of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.requirement

Confidentiality & Proprietary Information. A. The format in 11.1 PROPRIETARY INFORMATION Each Party agrees that all information furnished to it by the other Party, or to which Contractor stores data provided by Municipality will it has access under this Agreement, shall be deemed the confidential and proprietary information or trade secrets (collectively referred to Contractor. Municipality's retrieval and use as "Proprietary Information") of the data compiled Disclosing Party and shall remain the sole and exclusive property of the Disclosing Party (the Party furnishing the Proprietary Information referred to as the "DISCLOSING PARTY" and the other Party referred to as the "RECEIVING PARTY"). Each Party shall treat the Proprietary Information and the contents of this Agreement in a confidential manner and, except to the extent necessary in connection with the performance of its obligations under this Agreement, or without the written consent of the Disclosing Party neither Party may directly or indirectly disclose the same to anyone other than its employees, attorneys or accountants, on a need to know basis, who agree to be bound by Contractor the terms of this Section. 11.2 CONFIDENTIALITY The confidentiality obligations of this Section 11 do not apply to any portion of the Proprietary Information which is (i) or becomes public knowledge through no fault of the Receiving Party; (ii) in the lawful possession of Receiving Party prior to disclosure to it by the Disclosing Party (as confirmed by the Receiving Party's records); (iii) disclosed to the Receiving Party without restriction on disclosure by a person who has the Web Site shall be limited lawful right to Municipality's internal use onlydisclose the information; or (iv) disclosed pursuant to the lawful requirements or request of a governmental agency or court of competent jurisdiction. If the Receiving Party is requested or legally compelled by a governmental agency or court of competent jurisdiction to disclose any of the Proprietary Information of the Disclosing Party, and Municipality the Receiving Party agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access provide the data in the format and compilation created by Contractor. B. Municipality acknowledges that Disclosing Party with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent prompt written notice of such bidders in requests so far as Bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose to any person and/or organization, any non-public information that Municipality designates as confidential. D. It is expressly understood and agreed that the software used Disclosing Party has the opportunity to develop pursue legal and operate the Web Site; any related materials and documentation provided by Contractor or any of its subcontractors, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information"). Municipality agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information requiredequitable remedies regarding potential disclosure. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.

Confidentiality & Proprietary Information. A. The format in which Contractor stores data provided by Municipality will be proprietary to Contractor. Municipality's retrieval and use of the data compiled by Contractor on the Web Site shall be limited to Municipality's internal use only, and Municipality agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of such bidders in so far as Bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose to any person and/or organization, any non-public information that Municipality designates as confidential. D. It is expressly understood and agreed that the software used to develop and operate the Web Site; any related materials and documentation provided by Contractor Contractor, the Approved Auction Platform, or any of its their subcontractors, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information"). Municipality agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. Contractor acknowledges that the Municipality is subject to the New Jersey Open Public Records Act (“OPRA”), N.J.S.A. 47:1A-1, et. al., and that the Municipality may receive demands for records related to this Agreement or related to the performance of this Agreement. Municipality agrees to provide notice to Contractor in the event that any such demand for records related to this Agreement or the performance of this Agreement is received by the Municipality. Contractor agrees to cooperate fully with Municipality in responding to any such request consistent with this provision of the Agreement. In the event that such a request results in any judicial or administrative proceeding under OPRA, Contractor agrees to cooperate fully with Municipality in litigating the proceeding. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.

Confidentiality & Proprietary Information. A. The format in which Contractor stores data provided by Municipality will be proprietary to Contractor. Municipality's retrieval and use of the data compiled by Contractor on the Web Site shall be limited to Municipality's internal use only, and Municipality agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of such bidders in so far as Bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose to any person and/or organization, any non-public information that Municipality designates as confidential. D. It is expressly understood and agreed that the software used to develop and operate the Web Site; any related materials and documentation provided by Contractor Contractor, the Approved Auction Platform, or any of its their subcontractors, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information"). Municipality agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.

Confidentiality & Proprietary Information. A. The format in which Contractor stores data provided by Municipality County will be proprietary to Contractor. MunicipalityCounty's retrieval and use of the data compiled by Contractor on the Web Site shall be limited to MunicipalityCounty's internal use only, and Municipality County agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality County acknowledges that with respect to Bidders bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of such bidders in so far as Bidders bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidderbidder, which Contractor will be required to maintain, and which Contractor contractor will not release except as required by law. C. Except upon prior written approval by the MunicipalityCounty, the Contractor, or its subcontractors, shall not furnish or disclose to any person and/or organization, any non-public information that Municipality County designates as confidential. D. It is expressly understood and agreed that the software used to develop and operate the Web Site; any related materials and documentation provided by Contractor or any of its subcontractorsContractor, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information"). Municipality County agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality County with respect to protecting other third party confidential information in its possession. Municipality County shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality County or Contractor who have a need to know and need access to the information to facilitate MunicipalityCounty's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality County from making any disclosures required of Municipality County pursuant to any legal process or request from any governmental authority having jurisdiction over MunicipalityCounty, or from making disclosure required by New Jersey Colorado law, provided however that prior to disclosure to any such governmental authority, Municipality County shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Biddersthird party users, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without MunicipalityCounty's consent, which will not be unreasonably withheld.