Common use of Contractor Information Clause in Contracts

Contractor Information. A. CITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by CONTRACTOR pursuant to this Agreement. In this Agreement, the term “information” shall be construed to mean and include: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTOR shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by CITY. B. CONTRACTOR shall fully defend, indemnify and hold harmless CITY, its officers and employees, and each and every one of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by CONTRACTOR pursuant to this Agreement infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. CITY shall make reasonable efforts to notify CONTRACTOR not later than ten (10) days after CITY is served with any such claim, action, lawsuit or other proceeding, provided that CITY’s failure to provide such notice within such time period shall not relieve CONTRACTOR of its obligations hereunder, which shall survive any termination or expiration of this Agreement. C. All proprietary and other information received from CONTRACTOR by CITY, whether received in connection with CONTRACTOR’s proposal to CITY or in connection with any Services performed by CONTRACTOR, will be disclosed upon receipt of a request for disclosure, pursuant to the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to CITY, CITY shall give notice to CONTRACTOR of any request for the disclosure of such information. The CONTRACTOR shall then have five (5) days from the date it receives such notice to enter into an agreement with the CITY, satisfactory to the City Attorney, providing for the defense of, and complete indemnification and reimbursement for all costs (including plaintiff’s attorney fees) incurred by CITY in any legal action to compel the disclosure of such information under the California Public Records Act. The CONTRACTOR shall have sole responsibility for defense of the actual “trade secret” designation of such information. D. The parties understand and agree that any failure by CONTRACTOR to respond to the notice provided by CITY and/or to enter into an agreement with CITY, in accordance with the provisions of subsection C, above, shall constitute a complete waiver by CONTRACTOR of any rights regarding the information designated “trade secret” by CONTRACTOR, and such information shall be disclosed by CITY pursuant to applicable procedures required by the Public Records Act.

Contractor Information. A. CITY a. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by CONTRACTOR Contractor pursuant to this Agreement. In this Agreement, the term “"information” " shall be construed to mean and include: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTOR Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by CITYCity. B. CONTRACTOR b. Contractor shall fully defend, indemnify and hold harmless CITYCity, its officers and employees, and each and every one of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by CONTRACTOR Contractor pursuant to this Agreement infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. CITY City shall make reasonable efforts to notify CONTRACTOR Contractor not later than ten (10) days after CITY City is served with any such claim, action, lawsuit or other proceeding, provided that CITYCity’s failure to provide such notice within such time period shall not relieve CONTRACTOR Contractor of its obligations hereunder, which shall survive any termination or expiration of this Agreement. C. c. All proprietary and other information received from CONTRACTOR Contractor by CITYCity, whether received in connection with CONTRACTORContractor’s proposal to CITY or in connection with any Services performed by CONTRACTORproposal, will be disclosed upon receipt of a request for disclosure, pursuant to the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “"trade secret” " when it is provided to CITYCity, CITY City shall give notice to CONTRACTOR Contractor of any request for the disclosure of such information. The CONTRACTOR Contractor shall then have five (5) days from the date it receives such notice to enter into an agreement with the CITYCity, satisfactory to the City Attorney, providing for the defense of, and complete indemnification and reimbursement for all costs (including plaintiff’s attorney attorneys’ fees) incurred by CITY City in any legal action to compel the disclosure of such information under the California Public Records Act. The CONTRACTOR Contractor shall have sole responsibility for defense of the actual “"trade secret” " designation of such information. D. d. The parties understand and agree that any failure by CONTRACTOR Contractor to respond to the notice provided by CITY City and/or to enter into an agreement with CITYCity, in accordance with the provisions of subsection Cc, above, shall constitute a complete waiver by CONTRACTOR Contractor of any rights regarding the information designated “"trade secret” " by CONTRACTORContractor, and such information shall be disclosed by CITY City pursuant to applicable procedures required by the Public Records Act.

Contractor Information. A. CITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by CONTRACTOR pursuant to Contractor under this AgreementContract. In this AgreementContract, the term “information” shall be construed to mean means and includeincludes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTOR shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by CITY. B. CONTRACTOR . Contractor shall fully defend, indemnify and hold harmless CITY, its officers and employees, and each and every one of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by CONTRACTOR pursuant to Contractor under this Agreement Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. CITY shall make reasonable efforts to notify CONTRACTOR Contractor not later than ten (10) days after CITY is served with any such claim, action, lawsuit or other proceeding. However, provided that CITYCity’s failure to provide such notice within such time the ten-day period shall does not relieve CONTRACTOR Contractor of its obligations hereunder, which shall survive any termination or expiration of this Agreement. C. Contract. All proprietary and other information received from CONTRACTOR Contractor by CITY, whether received in connection with CONTRACTORContractor’s proposal to CITY or in connection with any Services performed by CONTRACTORContractor’s performance, will be disclosed upon receipt of a request for disclosure, pursuant to in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to CITY, CITY shall give notice to CONTRACTOR Contractor of any request for the disclosure of such information. The CONTRACTOR shall Contractor will then have five (5) days from the date it receives such notice to enter into an agreement with petition the CITY, satisfactory court for a protective order to the City Attorney, providing for the defense of, and complete indemnification and reimbursement for all costs (including plaintiff’s attorney fees) incurred by CITY in any legal action to compel prevent the disclosure of such information under the California Public Records Actinformation. The CONTRACTOR Contractor shall have sole responsibility for defense of the actual “trade secret” designation of such information. D. . The parties understand and agree that any failure by CONTRACTOR Contractor to respond to the notice provided by CITY and/or to enter into an agreement with CITYand seek a protective order, in accordance with the provisions of subsection C, above, shall constitute constitutes a complete waiver by CONTRACTOR Contractor of any rights regarding the information designated “trade secret” by CONTRACTORContractor, and such the information shall will be disclosed by CITY pursuant to applicable procedures required by in accordance with the Public Records Act.