Common use of Confidentiality and Protected Information Clause in Contracts

Confidentiality and Protected Information. (a) The parties do not anticipate that the City will need to disclose any confidential, protected, or Export Controlled information to University in order to complete the Work. The parties agree that the Work will not involve gathering or generating any such information. The parties agree that if confidential or protected information does become involved, that the parties agree to manage said information in accordance with Section 19(c.). (b.)University may acquire other information exempt from the NC Public Records Act, the Freedom of Information Act (FOIA) (5 U.S.C. § 552, as amended), or otherwise protected by law from disclosure. The University agrees to keep such records confidential in accordance with Section 19(c.) and not divulge or make the records or information available to any individual or organization without the prior written approval of the Sponsor. (c.) During performance, it may be necessary for one party to disclose information that for business reasons is proprietary and confidential to the disclosing party. All such information must be disclosed by the disclosing party in writing and designated as confidential or, if disclosed orally, must be identified as confidential at the time of disclosure and confirmed in writing and designated as confidential within thirty (30) days of such disclosure. The receiving party must use a reasonable degree of care to prevent the inadvertent, accidental, unauthorized or mistaken disclosure or use by its employees of confidential information disclosed hereunder. Except as otherwise provided herein, for a period of three (3) years following the date of such disclosure, the receiving party agrees to use the business confidential information only for purposes of this Agreement and further agrees that it will not disclose or publish such information except that the restrictions of this subsection do not apply to: (i) information which is or becomes publicly known through no fault of the receiving party; (ii) information learned from a third party entitled to disclose it; (iii) information already known to or developed by receiving party before receipt from disclosing party, as shown by receiving party's prior written records; (iv) information for which receiving party obtains the disclosing party's prior written permission to publish or which is disclosed in the necessary course of the prosecution of patent applications based upon inventions developed pursuant to this Agreement; (v) information required to be disclosed by court order or operation of law, including, but not limited to, the North Carolina Public Records Act; or (vi) information that is independently developed by the receiving party’s personnel who are not privy to the disclosing party’s confidential information.