Contractor Confidential Information Clause Samples

Contractor Confidential Information. CONTRACTOR represents that the materials it is providing under this Agreement contain proprietary products and trade secrets of CONTRACTOR. To the fullest extent permissible under applicable law, OWNER agrees to treat the material as confidential under this article. CONTRACTOR must separately submit to OWNER any other material CONTRACTOR contends constitutes or contains trade secrets or is otherwise exempt from production under Florida public records laws (including Florida Statutes Chapter 119) (“Trade Secret Materials”) conspicuously labeled “EXEMPT FROM PUBLIC RECORD PRODUCT – TRADE SECRET.” Also, CONTRACTOR must, simultaneous with the submission of any Trade Secret Materials, provide a sworn affidavit from a person with personal knowledge attesting that the Trade Secret Materials constitute trade secrets under § 812.081, Fla. Stats. (2024) and stating the factual basis for same. If a third party submits a request to OWNER for records designated by CONTRACTOR as Trade Secret Materials, OWNER will refrain from disclosing the Trade Secret Materials, unless otherwise ordered by a court of competent jurisdiction or authorized in writing by CONTRACTOR. CONTRACTOR will indemnify and defend OWNER and its employees and agents from all claims, causes of action, losses, fines, penalties, damages, judgments, and liabilities of any kind, including attorney’s fees, litigation expenses, and court costs, relating to the non-disclosure of the Software or any Trade Secret Materials in response to a records request by a third party.

Contractor Confidential Information. All Contractor Confidential Information received by the County from Contractor will be held in trust and confidence from the date of disclosure by Contractor and discussions involving such Contractor Confidential Information shall be limited to the members of the County’s staff and the County’s subcontractors who require such information in the performance of this Agreement. The County acknowledges and agrees to respect the copyrights, registrations, trade secrets and other proprietary rights of Contractor in the Contractor Confidential Information during and after the term of the Agreement and shall at all times maintain the confidentiality of the Contractor Confidential Information provided to the County, subject to federal law and the laws of the State of Florida related to public records disclosure. Contractor shall be solely responsible for taking any and all action it deems necessary to protect its Contractor Confidential Information except as provided herein. Contractor acknowledges that the County is subject to public records legislation,

Contractor Confidential Information. Contractor represents that the Software and the Hosted Service contain proprietary products and trade secrets of Contractor. Accordingly, to the full extent permissible under applicable law, County agrees to treat the intellectual property within the Software or the Hosted Service as confidential in accordance with this article. Any other material submitted to County that Contractor contends constitutes or contains trade secrets or is otherwise exempt from production under Florida public records laws (including Florida Statutes Chapter 119) (“Trade Secret Materials”) must be separately submitted and conspicuously labeled “EXEMPT FROM PUBLIC RECORD PRODUCTION – TRADE SECRET.” In addition, Contractor must, simultaneous with the submission of any Trade Secret Materials, provide a sworn affidavit from a person with personal knowledge attesting that the Trade Secret Materials constitute trade secrets under Florida Statutes Section 812.081 and stating the factual basis for same. In the event that a third party submits a request to County for records designated by Contractor as Trade Secret Materials, County shall refrain from disclosing the Trade Secret Materials, unless otherwise ordered by a court of competent jurisdiction or authorized in writing by Contractor. Contractor shall indemnify and defend County and its employees and agents from any and all claims, causes of action, losses, fines, penalties, damages, judgments, and liabilities of any kind, including attorneys’ fees, litigation expenses, and court costs, relating to the nondisclosure of the Software or any Trade Secret Materials in response to a records request by a third party.

Contractor Confidential Information. Subject to this Clause 16, DT Global or the Donor must not, without your prior written approval, make public or disclose to any person any Contractor Confidential Information.

Contractor Confidential Information. OHSU is a public corporation and is subject to the Oregon Public Records Law (ORS 192). Contractor acknowledges that any information given by Contractor to OHSU, including, without limitation, the pricing, discounts, other terms of the purchase and other terms and conditions of this Contract is a public record and may be subject to disclosure under the Oregon Public Records Law. Subject to the foregoing and to the exceptions described below, ▇▇▇▇ agrees that it will keep confidential all information of Contractor labeled 'confidential information' or ‘proprietary information’ unless the information: (a) is or becomes publicly available through no fault of OHSU; (b) is developed or possessed by OHSU prior to, or independent of, disclosure from Contractor; (c) is or becomes available to OHSU on a non-confidential basis from a third-party source that is not bound by a duty of confidentiality known to OHSU; (d) is information that OHSU obtained Contractor’s written permission to disclose or use; (e) is disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction; or (f) is disclosed to an employee, agent, consultant or contractor of OHSU (including, without limitation, its legal and accounting advisors), for business, regulatory or financial purposes.

Contractor Confidential Information. OHSU is a public corporation and is subject to the Oregon Public Records Law (ORS 192). Contractor acknowledges that any information given by Contractor to OHSU, including, without limitation, the pricing, discounts, other terms of the purchase and other terms and conditions of this Contract is a public record and may be subject to disclosure under the Oregon Public Records Law. Subject to the foregoing and to the exceptions described below, ▇▇▇▇ agrees that it will keep confidential all information of Contractor labeled 'confidential information' or ‘proprietary information’ unless the information: (a) is or becomes publicly available through no fault of OHSU; (b) is developed or possessed by OHSU prior to, or independent of, disclosure from Contractor; (c) is or becomes available to OHSU on a non-confidential basis from a third-party source that is not bound by a duty of confidentiality known to OHSU; (d) is information that OHSU obtained Contractor’s written permission to disclose or use; (e) is disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction; or (f) is disclosed to an employee, agent, consultant or contractor of OHSU (including, without limitation, its legal and accounting advisors), for business, regulatory or financial purposes. Access to Records. Contractor shall maintain all fiscal records relating to this Contract in accordance with generally accepted accounting principles and shall maintain any other records relating to this Contract in such a manner as to clearly document Contractor’s performance hereunder. OHSU and its representatives, and, the federal government and its duly authorized representatives shall have access to such fiscal records and to all other books, documents and records of Contractor which relate to this Contract, to perform examination, and audits and make excerpts and transcripts. Except when a longer retention period is specified in this Contract or required by law, such books and records shall be maintained by Contractor for four (4) years from the date of Contract expiration or termination. Contractor is responsible for any audit discrepancies involving deviation from the terms of this Contract and for any commitments or expenditures in excess of amounts authorized by OHSU.

Contractor Confidential Information. County shall take reasonable steps to protect the Contractor’s Confidential Information to ensure that such Confidential Information is not disclosed, distributed or used in violation of the provisions of this Contract. If disclosure is required under any court order or law including, but not limited to, the California Public Records Act, County shall provide reasonable notice to Contractor in order for Contractor to obtain a protective order. County reserves the right to redact any Client Confidential Information. The Parties hereto have executed this Contract on the dates shown opposite their respective signatures below: ____________________________________ __________________________________ Print Name Title ____________________________________ __________________________________ Signature Date ____________________________________ __________________________________ Print Name Title ____________________________________ __________________________________ Signature Date County of Orange, a political subdivision of the State of California Purchasing Agent/Designee Authorized Signature: _____________________________________ ___________________________________ Print Name Title _____________________________________ ___________________________________ Signature Date Approved as to Form, Office of the County Counsel By: ___________________________________ Deputy Scope of Work

Contractor Confidential Information. County acknowledges that during the term of this Agreement, certain information considered by Contractor to be confidential or proprietary information may be disclosed by Contractor to County or accessed by County from the Contractor System “Contractor Confidential Information.” Contractor Confidential Information of a tangible nature may, but is not required to be, labeled as such.

Contractor Confidential Information. AEC, for itself and on behalf of members of the AEC Group, agrees to treat as confidential and proprietary and not disclose (and shall ensure that members of the AEC Group not disclose) to others, during or subsequent to the term of this Agreement or any Work Order, without the express prior written consent of Contractor, which consent may be withheld for any reason or for no reason whatsoever, any information, whether verbal or written, of any description whatsoever (expressly including any technical information, experience or data) regarding plans, programs, plants, processes, products, costs, equipment, operations or customers of Contractor or any member of the Contractor Group, which may come within the knowledge of AEC or any member of the AEC Group during the performance of the Services hereunder or under any Work Order (collectively, "Contractor Confidential Information"). AEC agrees to take (and shall ensure that members of the AEC Group take) all necessary precautions, contractual and otherwise, to prevent unauthorized disclosure or use of any Contractor Confidential Information so obtained. The Contractor Confidential Information shall not include any information that: (i) is or was part of the public domain at the time of disclosure to AEC or properly became part of the public domain without violation of any obligation to maintain its confidentiality; (ii) was properly in the possession of AEC at the time of disclosure to AEC; or (iii) was received from a third party without similar restrictions and without breach of this Agreement.