Confidentiality; Publicity (a) The parties hereto (the party disclosing Confidential Information (as defined below), the “Disclosing Party”, and the party receiving Confidential Information, the “Receiving Party”) agree that neither party shall disclose to any person or entity this Agreement or the terms or conditions hereof, any information concerning other’s pricing, or any other non-public information (“Confidential Information”); provided, however, that Confidential Information shall not be deemed to include any such information (i) independently developed by a Receiving Party without breach of this Agreement or any legal, ethical or fiduciary obligation (ii) which was already in possession prior to disclosure to Receiving Party by the Disclosing Party, (iii) becomes generally available to the public other than as a result of disclosure of such information by the Receiving Party in breach of this section or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not known by the Receiving Party to be prohibited from disclosing such information by legal, contractual or fiduciary obligation. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to (i) members, managers, directors, officers, employees of the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (ii) to accountants and counsel for the Receiving Party and its affiliates whose duties and responsibilities require knowledge of such information; (iii) to other agents of the Receiving Party, financing partners or its or their affiliates whose duties and responsibilities require knowledge of such information; (iv) as required by law, regulation or legal process or by any governmental or regulatory authority; (v) in order to comply with the lawful request or demands of any regulatory authority with authority over the Receiving Party receiving such request or demand; or (vi) in connection with any action by either the Disclosing Party or the Receiving Party to enforce rights and obligations under this Agreement. The Receiving Party assumes responsibility for compliance with, and any breach of, this section by any person or entity with whom the Receiving Party shares Confidential Information pursuant to clauses (i) – (iii) above. Without limiting the foregoing, with respect to Confidential Information that constitutes “personally identifiable information” (howsoever defined under applicable law) with respect to any customer received by the Receiving Party from the Disclosing Party, the Receiving Party shall take all steps reasonably necessary to protect against unauthorized access, use, modification, disclosure or other misuse of such information.
Confidentiality of Contractor Information The Contractor acknowledges and agrees that this Contract and any and all Contractor information obtained by the State in connection with this Contract are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. The State will not disclose information for which a reasonable claim of exemption can be made pursuant to 1 V.S.A. § 317(c), including, but not limited to, trade secrets, proprietary information or financial information, including any formulae, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information which is not patented, which is known only to the Contractor, and which gives the Contractor an opportunity to obtain business advantage over competitors who do not know it or use it. The State shall immediately notify Contractor of any request made under the Access to Public Records Act, or any request or demand by any court, governmental agency or other person asserting a demand or request for Contractor information. Contractor may, in its discretion, seek an appropriate protective order, or otherwise defend any right it may have to maintain the confidentiality of such information under applicable State law within three business days of the State’s receipt of any such request. Contractor agrees that it will not make any claim against the State if the State makes available to the public any information in accordance with the Access to Public Records Act or in response to a binding order from a court or governmental body or agency compelling its production. Contractor shall indemnify the State for any costs or expenses incurred by the State, including, but not limited to, attorneys’ fees awarded in accordance with 1 V.S.A. § 320, in connection with any action brought in connection with Contractor’s attempts to prevent or unreasonably delay public disclosure of Contractor’s information if a final decision of a court of competent jurisdiction determines that the State improperly withheld such information and that the improper withholding was based on Contractor’s attempts to prevent public disclosure of Contractor’s information. The State agrees that (a) it will use the Contractor information only as may be necessary in the course of performing duties, receiving services or exercising rights under this Contract; (b) it will provide at a minimum the same care to avoid disclosure or unauthorized use of Contractor information as it provides to protect its own similar confidential and proprietary information; (c) except as required by the Access to Records Act, it will not disclose such information orally or in writing to any third party unless that third party is subject to a written confidentiality agreement that contains restrictions and safeguards at least as restrictive as those contained in this Contract; (d) it will take all reasonable precautions to protect the Contractor’s information; and (e) it will not otherwise appropriate such information to its own use or to the use of any other person or entity. Contractor may affix an appropriate legend to Contractor information that is provided under this Contract to reflect the Contractor’s determination that any such information is a trade secret, proprietary information or financial information at time of delivery or disclosure.