Common use of Confidentiality & Proprietary Information Clause in Contracts

Confidentiality & Proprietary Information. A. The format in which Contractor stores data provided by Municipality will be proprietary to Contractor. Municipality's retrieval and use of the data compiled by Contractor on the Web Site shall be limited to Municipality's internal use only, and Municipality agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of such bidders in so far as Bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose to any person and/or organization, any non-public information that Municipality designates as confidential. D. It is expressly understood and agreed that the software used to develop and operate the Web Site; any related materials and documentation provided by Contractor, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information"). Municipality agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.

Confidentiality & Proprietary Information. A. The format in which Contractor stores data provided by Municipality will be proprietary to Contractor. Municipality's retrieval and use of the data compiled by Contractor on the Web Site shall be limited to Municipality's internal use only, and Municipality agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of such bidders in so far as Bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose to any person and/or organization, any non-public information that Municipality designates as confidential. D. It is expressly understood and agreed that the software used to develop and operate the Web Site; any related materials and documentation provided by ContractorContractor or any of its subcontractors, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information"). Municipality agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.

Confidentiality & Proprietary Information. A. The format in which Contractor stores data the PARTIES anticipate that confidential proprietary information may be disclosed and received during the term of this AGREEMENT. “PROPRIETARY INFORMATION” is defined as: any information provided by Municipality UMS to RECIPIENT in connection with the PRINT RFB. PROPRIETARY INFORMATION includes, but is not limited to, the confidential and proprietary intellectual property regarding the student recruitment market and material, any information UMS identifies as proprietary and confidential, or that otherwise qualifies for protection under any law . RECIPIENT will be proprietary maintain the secrecy and confidentiality of all PROPRIETARY INFORMATION and agrees to Contractoruse PROPRIETARY INFORMATION only for the purpose of responding to the PRINT RFB. Municipality's retrieval RECIPIENT agrees to use measures to protect the secrecy and use confidentiality of PROPRIETARY INFORMATION that are no less than reasonable under the data compiled by Contractor on the Web Site shall be limited to Municipality's internal use onlycircumstances, and Municipality will neither use nor disclose PROPRIETARY INFORMATION to anyone other than those who need to know PROPRIETARY INFORMATION for the purpose of responding to the PRINT RFB. RECIPIENT agrees that it will notbe responsible for any breach of this AGREEMENT by any of its employees, unless otherwise required by lawagents, transmit to third parties, authorized representatives or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of such bidders in so far as Bidders have provided such minimum bidspermitted assignees or subcontractors. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon Without prior written approval by the Municipalityconsent from UMS, the Contractor, or its subcontractors, shall not furnish or RECIPIENT will not: (i) disclose to any person and/or organization, any non-public information that Municipality designates as confidential. D. It is expressly understood and agreed that or entity the software used to develop and operate the Web Site; any related materials and documentation provided by Contractor, including without limitation information related to security substance or other technical aspects import of the Web SitePROPRIETARY INFORMATION; (ii) use any PROPRIETARY INFORMATION to access or obtain additional information outside the purpose contemplated by this AGREEMENT; (iii) duplicate, distribute or otherwise reproduce PROPRIETARY INFORMATION in any way. RECIPIENT will not remove a designation of confidentiality from any item or material containing PROPRIETARY INFORMATION. PROPRIETARY INFORMATION does not include information that: (i) is or becomes generally known and available to the non-public pages other than as a result of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes any breach by RECIPIENT of this section "Contractor's Confidential Information"). Municipality agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the AGREEMENT; (ii) is subsequently learned from a third party who is under no obligation of confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees such information; (iii) was known by RECIPIENT under no obligation of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that confidentiality prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information by the UMS hereunder; or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. E. Each party agrees to treat any information they receive that is submitted (iv) was generated independently by RECIPIENT without reference to the Web Site by BiddersUMS’s information. PROPRIETARY INFORMATION is provided on an “as-is” basis; UMS expressly disclaims any warranty as to the accuracy or fitness of any PROPRIETARY INFORMATION under this AGREEMENT. At the request of UMS, including without limitationRECIPIENT will return to UMS within thirty (30) days all information and materials that include, deposit amountsincorporate, social security numbers, federal tax identification numbers, etcor otherwise contain PROPRIETARY INFORMATION., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.

Confidentiality & Proprietary Information. A. The format in 11.1 PROPRIETARY INFORMATION Each Party agrees that all information furnished to it by the other Party, or to which Contractor stores data provided by Municipality will it has access under this Agreement, shall be deemed the confidential and proprietary information or trade secrets (collectively referred to Contractor. Municipality's retrieval and use as "Proprietary Information") of the data compiled Disclosing Party and shall remain the sole and exclusive property of the Disclosing Party (the Party furnishing the Proprietary Information referred to as the "DISCLOSING PARTY" and the other Party referred to as the "RECEIVING PARTY"). Each Party shall treat the Proprietary Information and the contents of this Agreement in a confidential manner and, except to the extent necessary in connection with the performance of its obligations under this Agreement, or without the written consent of the Disclosing Party neither Party may directly or indirectly disclose the same to anyone other than its employees, attorneys or accountants, on a need to know basis, who agree to be bound by Contractor the terms of this Section. 11.2 CONFIDENTIALITY The confidentiality obligations of this Section 11 do not apply to any portion of the Proprietary Information which is (i) or becomes public knowledge through no fault of the Receiving Party; (ii) in the lawful possession of Receiving Party prior to disclosure to it by the Disclosing Party (as confirmed by the Receiving Party's records); (iii) disclosed to the Receiving Party without restriction on disclosure by a person who has the Web Site shall be limited lawful right to Municipality's internal use onlydisclose the information; or (iv) disclosed pursuant to the lawful requirements or request of a governmental agency or court of competent jurisdiction. If the Receiving Party is requested or legally compelled by a governmental agency or court of competent jurisdiction to disclose any of the Proprietary Information of the Disclosing Party, and Municipality the Receiving Party agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access provide the data in the format and compilation created by Contractor. B. Municipality acknowledges that Disclosing Party with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent prompt written notice of such bidders in requests so far as Bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose to any person and/or organization, any non-public information that Municipality designates as confidential. D. It is expressly understood and agreed that the software used Disclosing Party has the opportunity to develop pursue legal and operate the Web Site; any related materials and documentation provided by Contractor, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information"). Municipality agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information requiredequitable remedies regarding potential disclosure. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.

Confidentiality & Proprietary Information. A. The format in which Contractor stores data provided by Municipality will be proprietary to Contractor. Municipality's retrieval and use of the data compiled by Contractor on the Web Site shall be limited to Municipality's internal use only, and Municipality agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of such bidders in so far as Bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose to any person and/or organization, any non-public information that Municipality designates as confidential. D. It is expressly understood and agreed that the software used to develop and operate the Web Site; any related materials and documentation provided by Contractor, the Approved Auction Platform, or any of their subcontractors, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information"). Municipality agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.

Confidentiality & Proprietary Information. A. The format (a) Any and all information disclosed by Company, its officers, directors or consultants to Consultant, whether delivered prior to of after the Effective Date, will be considered confidential. Consultant understands that Company possesses and will continue to possess information that has been created, discovered or developed, or has otherwise become known to Company, and/or in which Contractor stores data provided by Municipality will be proprietary property rights have been assigned or otherwise conveyed to Contractor. Municipality's retrieval and use of the data compiled by Contractor on the Web Site shall be limited to Municipality's internal use onlyCompany, and Municipality agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data which information has commercial value in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of business in which Company is engaged. All such bidders in so far as Bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose to any person and/or organization, any non-public information that Municipality designates as confidential. D. It is expressly understood and agreed that the software used to develop and operate the Web Site; any related materials and documentation provided by Contractor, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information"). Municipality agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall includeincluding, without limitation, refraining from taking the information developed by Company and disclosed to Consultant during the term of this Agreement, and including any action in derogation other information developed by or on behalf of Contractor's Consultant pursuant to this Agreement, is hereinafter referred to as “Proprietary Information.” By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, designs, data, know-how, improvements, inventions, techniques, financing plans and strategies, marketing and commercialization plans, forecasts and customer and contact lists. Accordingly, Consultant further agrees as follows: (i) All Proprietary Information shall be the sole property of Company, and Company parties shall be the sole and exclusive owners of all patents and other intellectual property and ownership rights in connection therewith. At all times during this Agreement and taking actions similar at all times after expiration or termination of this Agreement, Consultant will keep in confidence and trust all Proprietary Information, and will not use or disclose any Proprietary Information without the prior written consent of Company, except as may be necessary in the ordinary course of performing the duties of Consultant hereunder. No announcement, oral presentation or publication of any kind relating to those taken any Proprietary Information shall be made by Municipality Consultant without the prior written consent of Company, and Company shall have no obligation to consent to any such announcement, oral presentation or publication by Consultant; and (ii) All documents, data, records, apparatus, equipment and other physical property, whether or not pertaining to Proprietary Information, furnished to Consultant by or on behalf of Company or developed by or on behalf of Consultant pursuant to this Agreement, shall be and remain the sole property of Company and shall be returned promptly as and when requested by Company. Consultant agrees to return and deliver all such property upon expiration or termination of this Agreement for any reason and Consultant shall not retain or reproduce any such property upon expiration or termination, without the express written consent of Company. (iii) Notwithstanding the foregoing, Proprietary Information shall not be deemed to include information that Consultant can demonstrate (a) is or hereafter becomes generally available to the public other than as a result of a breach of this Agreement by Consultant, or (b) was made known to Consultant by a third party lawfully in possession of such information and not in breach of any confidentiality obligation with respect thereto, as evidenced by Consultant’s written records. In the event that Proprietary Information is required to protecting other third party confidential information be disclosed by Consultant pursuant to a governmental or court proceeding, Consultant shall notify Company in its possession. Municipality shall not disclose writing (unless prohibited by law) in a timely manner of the required disclosure and afford Company the opportunity to seek a protective order, if and to the extent permitted or otherwise make available practicable, to limit the Contractor's Confidential Information in any form to any person except to those employees nature and scope of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use be disclosed. Consultant further agrees to take all reasonable steps to limit such disclosure only to the extent and to the persons, as required by such governmental or court proceeding. The obligations in this Section 4 shall survive any termination or expiration of this Agreement. (b) Consultant further agrees as follows: (i) Consultant shall promptly disclose to Company or its designee all intellectual property (including, but not limited to any inventions, improvements, formulae, processes, techniques, know-how, data, patents or applications for patents, trade secrets, trademarks, copyrights and confidential information as described in this Section 4), made or conceived or reduced to practice or learned by Consultant as a result of performing services for Company pursuant to this Agreement ( “Intellectual Property”). (ii) Consultant agrees to and does hereby sell, assign, transfer and set over to Company, and its successors or assigns, as the case may be, all right, title and interest in and to all Intellectual Property developed or conceived individually or in conjunction with others in performance of this Agreement, to be held and enjoyed by Company, or its successors or assigns, as the case may be, to the full extent of the Web Siteterm for which any Letters Patent may be granted and as fully as the intellectual property would have been held by Consultant had this Agreement, sale or assignment not been made. (iii) Consultant shall execute and deliver any and all instruments and documents and perform any and all acts, necessary to obtain, maintain or enforce patents, trademarks, trade secrets and copyrights for such Intellectual Property, and shall make, execute and deliver any and all instruments and documents and perform any and all acts necessary to obtain, maintain or enforce patents, trademarks, trade secrets and copyrights for such Intellectual Property as Company may designate in any and all countries. Nothing herein All costs and expenses of application and prosecution of such patents, trademarks, trade secrets and copyrights shall be construedpaid by Company. (iv) Any copyrightable material prepared by Consultant as a result of Consultant’s activities with Company, howeverin performance of this Agreement, are prepared as “works for hire” for the benefit of Company. Consultant hereby assigns to prohibit Municipality from making Company any disclosures required copyright to which Consultant is entitled for any copyrightable material prepared in the course of Municipality pursuant the performance of this Agreement for Company. Company shall have the right to reproduce, modify and use such material and all results generated as the result of services rendered under this Agreement for any legal process or purpose related to its lawful business. (v) Upon the written request from of Company, Consultant shall make any governmental authority having jurisdiction over Municipalityassignment provided for in this Section 4 directly to, or from making disclosure required for the benefit of, Company, a Company affiliate or Company designee, including Consultant’s performance of any related obligations hereunder. (c) For purposes of this Section 4, the term Consultant shall include Consultant and all of its agents and employees, including Xx. Xxxx Xxxxxxxxxx. Consultant shall cause Xx. Xxxxxxxxxx and any other employees, agents or consultants of Consultant providing services under the Agreement (each a “Covered Person”) to comply with the provisions of this Section 4, and shall be responsible for any breach by New Jersey law, provided however that prior to disclosure to any such governmental authorityCovered Person. Upon Company’s request, Municipality Consultant shall provide prior notice cause any Covered Person to Contractor in order execute and deliver such documents obligating any such Covered Person to enable Contractor to seek protection comply with the provisions of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information requiredthis Section 4. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.

Confidentiality & Proprietary Information. A. The format in which Contractor stores data provided by Municipality County will be proprietary to Contractor. MunicipalityCounty's retrieval and use of the data compiled by Contractor on the Web Site shall be limited to MunicipalityCounty's internal use only, and Municipality County agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality County acknowledges that with respect to Bidders bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of such bidders in so far as Bidders bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidderbidder, which Contractor will be required to maintain, and which Contractor contractor will not release except as required by law. C. Except upon prior written approval by the MunicipalityCounty, the Contractor, or its subcontractors, shall not furnish or disclose to any person and/or organization, any non-public information that Municipality County designates as confidential. D. It is expressly understood and agreed that the software used to develop and operate the Web Site; any related materials and documentation provided by Contractor, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information"). Municipality County agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality County with respect to protecting other third party confidential information in its possession. Municipality County shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality County or Contractor who have a need to know and need access to the information to facilitate MunicipalityCounty's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality County from making any disclosures required of Municipality County pursuant to any legal process or request from any governmental authority having jurisdiction over MunicipalityCounty, or from making disclosure required by New Jersey Colorado law, provided however that prior to disclosure to any such governmental authority, Municipality County shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Biddersthird party users, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without MunicipalityCounty's consent, which will not be unreasonably withheld.

Confidentiality & Proprietary Information. A. The format in which Contractor stores data provided by Municipality will be proprietary to Contractor. Municipality's retrieval and use of the data compiled by Contractor on the Web Site shall be limited to Municipality's internal use only, and Municipality agrees that it will not, unless otherwise required by law, transmit to third parties, or permit other third parties to access the data in the format and compilation created by Contractor. B. Municipality acknowledges that with respect to Bidders who provide minimum bids as part of the Web Site's proxy bidding feature, Contractor will be deemed the agent of such bidders in so far as Bidders have provided such minimum bids. Such minimum bids will be the confidential information of the Bidder, which Contractor will be required to maintain, and which Contractor will not release except as required by law. C. Except upon prior written approval by the Municipality, the Contractor, or its subcontractors, shall not furnish or disclose to any person and/or organization, any non-public information that Municipality designates as confidential. D. It is expressly understood and agreed that the software used to develop and operate the Web Site; any related materials and documentation provided by Contractor, the Approved Auction Platform, or any of their subcontractors, including without limitation information related to security or other technical aspects of the Web Site; and the non-public pages of the Web Site constitute a valuable proprietary product and trade secret of Contractor embodying substantial creative efforts and confidential information, ideas, and expressions (collectively for the purposes of this section "Contractor's Confidential Information"). Municipality agrees to hold all such Contractor's Confidential Information in strictest confidence and take such steps as are reasonably necessary to protect the confidentiality of the Contractor's Confidential Information and other materials designated by Contractor as confidential. Such steps shall include, without limitation, refraining from taking any action in derogation of Contractor's ownership rights and taking actions similar to those taken by Municipality with respect to protecting other third party confidential information in its possession. Municipality shall not disclose or otherwise make available the Contractor's Confidential Information in any form to any person except to those employees of Municipality or Contractor who have a need to know and need access to the information to facilitate Municipality's authorized use of the Web Site. Nothing herein shall be construed, however, to prohibit Municipality from making any disclosures required of Municipality pursuant to any legal process or request from any governmental authority having jurisdiction over Municipality, or from making disclosure required by New Jersey law, provided however that prior to disclosure to any such governmental authority, Municipality shall provide prior notice to Contractor in order to enable Contractor to seek protection of such confidential information or seek other relief, and provided, further, that Municipality will only disclose the minimum amount of confidential information required. Contractor acknowledges that the Municipality is subject to the New Jersey Open Public Records Act (“OPRA”), N.J.S.A. 47:1A-1, et. al., and that the Municipality may receive demands for records related to this Agreement or related to the performance of this Agreement. Municipality agrees to provide notice to Contractor in the event that any such demand for records related to this Agreement or the performance of this Agreement is received by the Municipality. Contractor agrees to cooperate fully with Municipality in responding to any such request consistent with this provision of the Agreement. In the event that such a request results in any judicial or administrative proceeding under OPRA, Contractor agrees to cooperate fully with Municipality in litigating the proceeding. E. Each party agrees to treat any information they receive that is submitted to the Web Site by Bidders, including without limitation, deposit amounts, social security numbers, federal tax identification numbers, etc., in accordance with applicable law and the "privacy policy" set forth in the related link on the Web Site. Contractor will not change the "privacy policy" without Municipality's consent, which will not be unreasonably withheld.