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, including but not limited to Chapter 119, Florida Statutes, and the Florida Rules of Judicial Administration, and that any of the County’s obligations under this Section may be superseded by its obligations under any requirements of said laws.
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. 16.1 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. 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 Agreement. 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 County Confidential Information. .
Contractor Confidential Information. The Agency agrees that the information specified in Item P (Contractor Confidential Information) meets the requirements of the Commonwealth’s confidentiality guidelines, and agrees to treat the information as confidential unless it is entitled to disclose it in accordance with this Contract. The obligations on the Agency under clause 14.1 will not be taken to have been breached to the extent that Contractor Confidential Information: is disclosed by the Agency to its Accountable Authority (as defined in the Public Governance, Performance and Accountability Act 2013), Advisers, officers or employees or to other Government Agencies solely in order to comply with obligations, or to exercise rights, under this Contract or to seek advice in relation to this Contract; is disclosed to the Agency’s internal management personnel, solely to enable effective management or auditing of its activities; is disclosed by the Agency to its responsible Minister; is disclosed by the Agency in response to a request by a House or a Committee of the Parliament of the Commonwealth; is necessary for the Agency to disclose to ensure proper administration; is necessary to allow the Agency's third party service providers to discharge their obligations to the Agency; is shared within the Agency or within another Government Agency, including the Department of Health, where this serves the Agency's or the Commonwealth's legitimate interests; is disclosed by the Agency to comply with its obligations under section 69, or any other applicable provision of, the PGPA Rule; is authorised or required by Law to be disclosed; is disclosed as agreed with the Contractor; is disclosed by the Agency to the Agency’s insurers (including Comcover or Comcare); or is in the public domain otherwise than due to a breach of this clause 14. Notwithstanding clause 14.1, the Agency retains the right to disclose any other information which is not Contractor Confidential Information which is either contained in this Contract, including its terms and conditions, or used for the purposes of the Contract. ACCESS TO DOCUMENTS In this clause 15, document and Commonwealth contract have the same meaning as in the Freedom of Information Xxx 0000. This clause 15 only applies if this is a Contract which meets the definition of Commonwealth contract. Where the Agency has received a request for access to a document created by or in the possession of the Contractor or any subcontractor that relates to the performance of this ...
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. *Signature Page* The Parties hereto have executed this Contract on the dates shown opposite their respective signatures below: GB Global LLC dba LegalEdge Software* ____________________________________ __________________________________ Print Name Title ____________________________________ __________________________________ Signature Date ____________________________________ __________________________________ Print Name Title ____________________________________ __________________________________ Signature Date *If a corporation, this document must be signed by two corporate officers. The first signature must be either the Chairman of the Board, President, or any Vice President. The second signature must be the Secretary, an Assistant Secretary, the Chief Financial Officer, or any Assistant Treasurer. 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 ATTACHMENT A Scope of Work LegalEdge Software
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, XXXX 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. 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.
Contractor Confidential Information. Contractor shall clearly identify in writing all information it claims to be confidential or proprietary upon providing such information to the State. For the purposes of complying with its legal obligations, the State is under no obligation to accept the Contractor’s designation of material as confidential. Contractor acknowledges that the State is subject to State and federal laws governing disclosure of information including, but not limited to, RSA Chapter 91-A. In the event the State receives a request for the information identified by Contractor as confidential, the State shall notify Contractor and specify the date the State will be releasing the requested information. At the request of the State, Contractor shall cooperate and assist the State with the collection and review of Contractor’s information, at no additional expense to the State. Any effort to prohibit or enjoin the release of the information shall be Contractor’s sole responsibility and at Contractor’s sole expense. If Contractor fails to obtain a court order enjoining the disclosure, the State shall release the information on the date specified in the State’s notice to Contractor, without any liability to the State.
Contractor Confidential Information. Contractor represents that the Software and the Subscriptions contain proprietary products and trade secrets of Contractor. Accordingly, to the full extent permissible under Applicable Law, County agrees to treat intellectual property within the Software or the Subscriptions as confidential in accordance with this article. For any other material submitted to County, Contractor must separately submit and conspicuously label as “RESTRICTED MATERIAL – DO NOT PRODUCE” any material (a) that Contractor contends, constitutes, or contains its trade secrets under Chapter 688, Florida Statutes, or (b) for which Contractor asserts a right to withhold from public disclosure as confidential or otherwise exempt from production under Florida public records laws (including Chapter 119, Florida Statutes) (collectively, “Restricted Material”). In addition, Contractor must, simultaneous with the submission of any Restricted Material, provide a sworn declaration or affidavit in a form acceptable to County from a person with personal knowledge attesting that the Restricted Material constitutes trade secrets or is otherwise exempt or confidential under Florida public records laws, including citing the applicable Florida statute and specifying the factual basis for each such claim. Upon request by County, Contractor must promptly identify the specific applicable statutory section that protects any particular document. If a third party submits a request to County for records designated by Contractor as Restricted Material or for trade secret material in the Software or the Subscriptions, County shall refrain from disclosing such material unless otherwise ordered by a court of competent jurisdiction, authorized in writing by Contractor, or the claimed exemption is waived. Any failure by Contractor to strictly comply with the requirements of this section shall constitute Contractor’s waiver of County’s obligation to treat the records as Restricted Material. Contractor must 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 nondisclosure of Restricted Material or materials relating to the Software or the Subscriptions in response to a third-party request.
