Common use of Confidentiality/Limitation on Access to Project Clause in Contracts

Confidentiality/Limitation on Access to Project. The County acknowledges and understands that the Company utilizes confidential and proprietary processes and materials, services, equipment, trade secrets, and techniques (herein “Confidential Information”) and that any disclosure of Confidential Information concerning the Company’s operations may result in substantial harm to the Company and could thereby have a significant detrimental impact on the Company’s employees and also upon the County. The Company acknowledges that the County is subject to the Freedom of Information Act, and, as a result, must disclose certain documents and information on request absent an exemption. For these reasons, the Company shall clearly label all Confidential Information it delivers to the County “Confidential Information.” Therefore, the County agrees that, except as required by law, neither the County nor any employee, agent, or contractor of the County shall (i) request or be entitled to receive any such Confidential Information, or (ii) knowingly and intentionally disclose or otherwise divulge any such Confidential Information to any other person, firm, governmental body or agency, or any other entity unless specifically required to do so by law; provided, however, that the County shall have no less rights concerning information relating to the Project and the Company than concerning any other property or property taxpayer in the County, and, provided further, that the confidentiality of such confidential or proprietary information is clearly disclosed to the County in writing as previously described. Prior to disclosing any clearly identified and marked Confidential Information, subject to the requirements of law, the Company may require the execution of reasonable, individual, confidentiality and non-disclosure agreements by any officers, employees, or agents of the County or any supporting or cooperating governmental agencies who would gather, receive, or review such information. In the event that the County is required to disclose any clearly identified and marked Confidential Information obtained from the Company to any third party, the County agrees to provide the Company with as much advance notice as possible of such requirement before making such disclosure, and to cooperate reasonably with any attempts by the Company to obtain judicial or other relief from such disclosure requirement.

Confidentiality/Limitation on Access to Project. The County acknowledges and understands that the Company utilizes confidential and proprietary processes and materials, services, equipment, trade secrets, "state of the art" equipment and techniques (herein “Confidential Information”) and that any disclosure of Confidential Information any information relating to such equipment or techniques, including but not limited to disclosures of financial or other information concerning the Company’s 's operations may could result in substantial harm to the Company and could thereby have a significant detrimental impact on the Company’s employees and also upon the County. The Company acknowledges that the County is subject to the Freedom of Information Act, and, as a result, must disclose certain documents and information on request absent an exemption. For these reasons, the Company shall clearly label all Confidential Information it delivers to the County “Confidential Information.” Therefore, the County agrees that, except as required by lawlaw and pursuant to the County's police powers or as reasonably deemed necessary by the County in the required performance of its statutorily mandated duties, neither the County nor any employee, agent, agent or contractor of the County shall County: (i) shall request or be entitled to receive any such Confidential Information, confidential or proprietary information; (ii) shall request or be entitled to inspect the Project, the Facility or any property associated therewith; provided, however, that if an Event of Default shall have occurred and be continuing hereunder, the County shall be entitled to inspect the Project provided they shall comply with the remaining provisions of this Section; or (iii) shall use its best, good faith efforts to not knowingly and intentionally disclose or otherwise divulge any such Confidential Information confidential or proprietary information to any other person, firm, governmental body or agency, or any other entity unless specifically required to do so by State law; provided, however, that the County shall have no less rights concerning information relating to the Project and . If the Company than concerning any other property or property taxpayer in is required to provide such information to the County, and, provided further, that the confidentiality of such then prior to disclosing any confidential or proprietary information is clearly disclosed to or allowing inspections of the County in writing as previously described. Prior to disclosing any clearly identified and marked Confidential Information, subject to the requirements of lawProject, the Company may clearly and conspicuously xxxx such information as “Confidential” or “Proprietary”, or both, and may require the execution of reasonable, individuallawful, confidentiality and non-disclosure agreements by any officers, employees, employees or agents of the County or any supporting or cooperating governmental agencies who would gather, receive, receive or review such informationinformation or conduct or review the results of any inspections. In Notwithstanding the event that the County is required to disclose any clearly identified and marked Confidential Information obtained from above, the Company agrees: (i) to any third partymaintain complete books and records accounting for the acquisition, financing, construction and operation of the County agrees to provide Project. Such books and records shall permit ready identification of the components of the Project; (ii) confirm the dates on which each portions of the Project are placed in service; and (iii) include copies of all filings made by the Company with the Greenville County Auditor or the Department with respect to property placed in service as much advance notice as possible part of such requirement before making such disclosure, and to cooperate reasonably with any attempts by the Company to obtain judicial or other relief from such disclosure requirementProject.

Confidentiality/Limitation on Access to Project. The County acknowledges and understands that the Company utilizes and, as applicable, any Sponsor Affiliate, utilize confidential and proprietary processes “state-of-the-art” information and materials, services, equipment, trade secretsdata in their operations, and techniques (herein “Confidential Information”) and that any a disclosure of Confidential Information any information, including, but not limited to, disclosures of financial or other information concerning the Company’s operations may and, as applicable, any Sponsor Affiliate’ operations, could result in substantial harm to the Company them and could thereby have a significant detrimental impact on the Company’s their employees and also upon the County. The Company acknowledges that the County is subject to the Freedom of Information Act, and, as a result, must disclose certain documents and information on request absent an exemption. For these reasons, the Company shall clearly label all Confidential Information it delivers to the County “Confidential Information.” Therefore, the County agrees that, except as required by lawlaw and pursuant to the County’s police powers, neither the County nor any employee, agent, agent or contractor of the County shall County: (i) shall request or be entitled to receive any such Confidential Information, confidential or proprietary information; (ii) shall request or be entitled to inspect the Project or any property associated therewith; provided, however, that if an Event of Default shall have occurred and be continuing hereunder, the County shall be entitled to inspect the Project provided they shall comply with the remaining provisions of this Section; or (iii) shall knowingly and intentionally disclose or otherwise divulge any such Confidential Information confidential or proprietary information to any other person, firm, governmental body or agency, or any other entity unless specifically required to do so by State law; provided. Notwithstanding the foregoing, however, that whenever the County shall have no less rights concerning information relating be required by any governmental or financial entity to file or produce any reports, notices, returns or other documents while the Fee Agreement is in effect, the Company or owner of the Project at the time shall promptly furnish to the Project and County through the County Attorney the completed form of such required documents together with a certification by the Company than concerning or owner that such documents are accurate and not in violation of any provisions of law or of the other property documents of this transaction, and that the documents meet the legal requirements of such filing or property taxpayer in delivery. In the event of the failure or refusal of the Company or owner to comply with this provision, the Company or owner agrees to pay the statement for attorneys fees and administrative time presented by the County for producing and filing such documents, such statement to be paid within thirty (30) days after presentation by the County, andand to promptly pay any fees, provided furtherpenalties, that the confidentiality of such confidential assessments or proprietary information is clearly disclosed to damages imposed upon the County in writing as previously describedby reason of its failure to duly file or produce such documents. Prior to disclosing any clearly identified and marked Confidential Information, subject to confidential or proprietary information or allowing inspections of the requirements of lawProject or any property associated therewith, the Company and, as applicable, any Sponsor Affiliate, may require the execution of reasonable, individual, confidentiality and non-disclosure agreements by any officers, employees, employees or agents of the County or any supporting or cooperating governmental agencies who would gather, receive, receive or review such information. In information or conduct or review the event that the County is required to disclose results of any clearly identified and marked Confidential Information obtained from the Company to any third party, the County agrees to provide the Company with as much advance notice as possible of such requirement before making such disclosure, and to cooperate reasonably with any attempts by the Company to obtain judicial or other relief from such disclosure requirementinspections.

Confidentiality/Limitation on Access to Project. The County acknowledges and understands that the Company utilizes confidential and proprietary processes and materials, services, equipment, trade secrets, "state of the art" equipment and techniques (herein “Confidential Information”) and that any disclosure of Confidential Information any information relating to such equipment or techniques, including but not limited to disclosures of financial or other information concerning the Company’s 's operations may could result in substantial harm to the Company and could thereby have a significant detrimental impact on the Company’s 's employees and also upon the County. The Company acknowledges that the County is subject to the Freedom of Information Act, and, as a result, must disclose certain documents and information on request absent an exemption. For these reasons, the Company shall clearly label all Confidential Information it delivers to the County “Confidential Information.” Therefore, the County agrees that, except as required by lawlaw and pursuant to the County's police powers or as reasonably deemed necessary by the County in the required performance of its statutorily mandated duties, neither the County nor any employee, agent, agent or contractor of the County shall County: (i) shall request or be entitled to receive any such Confidential Information, confidential or proprietary information; (ii) shall request or be entitled to inspect the Project, the Facility or any property associated therewith; provided, however, that if an Event of Default shall have occurred and be continuing hereunder, the County shall be entitled to inspect the Project provided it shall comply with the remaining provisions of this Section; or (iii) shall use its best, good faith efforts to not knowingly and intentionally disclose or otherwise divulge any such Confidential Information confidential or proprietary information to any other person, firm, governmental body or agency, or any other entity unless specifically required to do so by State law; provided, however, . Notwithstanding the expectation that the County shall will not have no less rights concerning information relating to the Project and the Company than concerning any other property or property taxpayer in the County, and, provided further, that the confidentiality of such confidential or proprietary information is clearly disclosed of the Company, if the Company does provide such information to the County County, if the Company will clearly and conspicuously xxxx such information as “Confidential” or “Proprietary”, or both, then, in writing as previously described. Prior that event, prior to disclosing any clearly identified and marked Confidential Informationconfidential or proprietary information or allowing inspections of the Project, subject to the requirements of lawFacility or any property associated therewith, the Company may require the execution of reasonable, individual, confidentiality and non-disclosure agreements by any officers, employees, employees or agents of the County or any supporting or cooperating governmental agencies who would gather, receive, receive or review such informationinformation or conduct or review the results of any inspections. In Notwithstanding the event that the County is required to disclose any clearly identified and marked Confidential Information obtained from above, the Company agrees: (i) to any third partymaintain complete books and records accounting for the acquisition, financing, construction and operation of the County agrees Project. Such books and records shall permit ready identification of the components of the Project; (ii) confirm the dates on which each portions of the Project are placed in service; and (iii) to provide copies of all filings made by the Company with the Greenville County Auditor or the South Carolina Department of Revenue with respect to property placed in service as much advance notice as possible part of such requirement before making such disclosure, and to cooperate reasonably with any attempts by the Company to obtain judicial or other relief from such disclosure requirementProject.