Common use of Confidentiality and Use of Information Clause in Contracts

Confidentiality and Use of Information. a. CONSULTANT shall hold in trust for the DISTRICT, and shall not disclose to any person, any confidential information. Confidential information is information which is related to the DISTRICT’s research, development, trade secrets and business affairs; but does not include information which is generally known or easily ascertainable by nonparties through available public documentation. CONSULTANT shall advise the DISTRICT of any and all materials used, or recommended for use by CONSULTANT to achieve the project goals, that are subject to any copyright restrictions or requirements. In the event CONSULTANT shall fail to so advise the DISTRICT and as a result of the use of any programs or materials developed by CONSULTANT under this AGREEMENT the DISTRICT should be found in violation of any copyright restrictions or requirements, or the DISTRICT should be alleged to be in violation of any copyright restrictions or requirements, CONSULTANT agrees to indemnify, defend and hold harmless, DISTRICT against any action or claim brought by the copyright holder. b. Notwithstanding the above requirements, to the extent any records or documents associated with the CONSULTANT’s services and/or the project are or become public records, they shall be subject to disclosure pursuant to the Public Records Act and applicable California law.