CONFLICT OF INTEREST; CONFIDENTIALITY. 11.1 Architect represents that it is familiar with Section 1090 and Section 87100 et seq. of the Government Code of the State of California, and that it does not know of any facts that constitute a violation of said sections. 11.2 Architect represents that it has completely disclosed to District all facts bearing upon any possible interests, direct or indirect, which Architect believes any member of District, or other officer, agent or employee of District or any department presently has, or will have, in this Agreement, or in the performance thereof, or in any portion of the profits thereunder. Willful failure to make such disclosure, if any, shall constitute ground for termination of this Agreement by District for cause. Architect agrees to comply with all conflict of interest codes adopted by the District and its reporting requirements. 11.3 Architect covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of Services required under this Agreement. Without limitation, Architect represents to and agrees with District that Architect has no present, and will have no future, conflict of interest between providing District the Services hereunder and any interest Architect may presently have, or will have in the future, with respect to any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to District, as determined in the reasonable judgment of District. The provisions of this Section shall remain fully effective indefinitely after termination of Services to District hereunder. 11.4 Architect acknowledges and agrees that, in the performance of the Services under this Agreement or in the contemplation thereof, Architect may have access to private or confidential information which may be owned or controlled by District and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to District. Architect agrees that all information disclosed by District to or discovered by Architect shall be held in strict confidence and used only in performance of the Agreement. Architect shall exercise the same standard of care to protect such information as a reasonably prudent Architect would use to protect its own proprietary data, and shall not accept employment adverse to District’s interests where such confidential information could be used adversely to District’s interests. Architect agrees to notify District immediately in writing if it is requested to disclose any information made known to or discovered by Architect during the performance of or in connection with this Agreement. 11.5 Any publicity or press releases with respect to the Project or Services shall be under District’s sole discretion and control. Architect shall not discuss the Services or Project, or matters pertaining thereto, with the public press, representatives of the public media, public bodies or representatives of public bodies, without District’s prior written consent. Architect shall have the right, however, without District’s further consent, to include representations of Services among Architect's promotional and professional material, and to communicate with persons or public bodies where necessary to perform under this Agreement. 11.6 Architect shall not employ, or attempt to employ, any person who is or was employed by District at any time that this Agreement is in effect, during the term of this Agreement and for a period of six months after the termination of this Agreement or the completion of the Work, without the written consent of the District. 11.7 Architect and District agree that Architect's unique talents, knowledge and experience form a basis for this Agreement and that therefore the services to be performed by Architect under this Agreement are personal in character and neither this Agreement nor any duties or obligations hereunder shall be assigned or delegated by Architect unless approved by written instrument executed and approved in the same manner as this Agreement. 11.8 The provisions of this Section shall remain fully effective indefinitely after termination of Services to District hereunder.
Appears in 2 contracts
Samples: Professional Services Agreement, Professional Services Agreement
CONFLICT OF INTEREST; CONFIDENTIALITY. 11.1 Architect 9.1 Consultant represents that it is familiar with Section 1090 and Section 87100 et seq. of the Government Code of the State of California, and that it does not know of any facts that constitute a violation of said sections.
11.2 Architect 9.2 Consultant represents that it has completely disclosed to District Port all facts bearing upon any possible interests, direct or indirect, which Architect Consultant believes any member of DistrictPort, or other officer, agent or employee of District Port or any department presently has, or will have, in this Agreement, or in the performance thereof, or in any portion of the profits thereunder. Willful failure to make such disclosure, if any, shall constitute ground for termination of this Agreement by District Port for cause. Architect Consultant agrees to comply with all conflict of interest codes adopted by the District City of Oakland and its Port of Oakland and their reporting requirements.
11.3 Architect 9.3 Consultant covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of Services required under this Agreement. Without limitation, Architect Consultant represents to and agrees with District the Port that Architect Consultant has no present, and will have no future, conflict of interest between providing District the Port the Services hereunder and any interest Architect Consultant may presently have, or will have in the future, with respect to any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to Districtthe Port, as determined in the reasonable judgment of Districtthe Port. The provisions of this Section 9 shall remain fully effective indefinitely after termination of Services to District the Port hereunder.
11.4 Architect 9.4 Consultant acknowledges and agrees that, in the performance of the Services under this Agreement or in the contemplation thereof, Architect Consultant may have access to private or confidential information which may be owned or controlled by District Port and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to DistrictPort. Architect Consultant agrees that all information disclosed by District Port to or discovered by Architect Consultant shall be held in strict confidence and used only in performance of the Agreement. Architect Consultant shall exercise the same standard of care to protect such information as a reasonably prudent Architect Consultant would use to protect its own proprietary data, and shall not accept employment adverse to Districtthe Port’s interests where such confidential information could be used adversely to Districtthe Port’s interests. Architect Consultant agrees to notify District the Port immediately in writing if it is requested to disclose any information made known to or discovered by Architect Consultant during the performance of or in connection with this Agreement.
11.5 9.5 Any publicity or press releases with respect to the Project or Services shall be under Districtthe Port’s sole discretion and control. Architect Consultant shall not discuss the Services or Project, or matters pertaining thereto, with the public press, representatives of the public media, public bodies or representatives of public bodies, without District’s prior written consent. Architect shall have the right, however, without District’s further consent, to include representations of Services among Architect's promotional and professional material, and to communicate with persons or public bodies where necessary to perform under this Agreement.or
11.6 Architect shall not employ, or attempt to employ, any person who is or was employed by District at any time that this Agreement is in effect, during the term of this Agreement and for a period of six months after the termination of this Agreement or the completion of the Work, without the written consent of the District.
11.7 Architect and District agree that Architect's unique talents, knowledge and experience form a basis for this Agreement and that therefore the services to be performed by Architect under this Agreement are personal in character and neither this Agreement nor any duties or obligations hereunder shall be assigned or delegated by Architect unless approved by written instrument executed and approved in the same manner as this Agreement.
11.8 9.6 The provisions of this Section 9 shall remain fully effective indefinitely after termination of Services to District the Port hereunder.
Appears in 1 contract
Samples: Professional Services Agreement
CONFLICT OF INTEREST; CONFIDENTIALITY. 11.1 Architect Construction Manager represents that it is familiar with Section 1090 and Section 87100 et seq. of the Government Code of the State of California, and that it does not know of any facts that constitute a violation of said sections.
11.2 Architect Construction Manager represents that it has completely disclosed to District all facts bearing upon any possible interests, direct or indirect, which Architect Construction Manager believes any member of District, or other officer, agent or employee of District or any department presently has, or will have, in this Agreement, or in the performance thereof, or in any portion of the profits thereunderhereunder. Willful failure to make such disclosure, if any, shall constitute ground for termination of this Agreement by District for cause. Architect Construction Manager agrees to comply with all conflict of interest codes adopted by the District and its reporting requirements.
11.3 Architect Construction Manager covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of Services required under this Agreement. Without limitation, Architect Construction Manager represents to and agrees with District that Architect Construction Manager has no present, and will have no future, conflict of interest between providing District the Services hereunder and any interest Architect Construction Manager may presently have, or will have in the future, with respect to any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to District, as determined in the reasonable judgment of District. The provisions of this Section shall remain fully effective indefinitely after termination of Services to District hereunder.
11.4 Architect Construction Manager acknowledges and agrees that, in the performance of the Services under this Agreement or in the contemplation thereof, Architect Construction Manager may have access to private or confidential information which may be owned or controlled by District and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to District. Architect Construction Manager agrees that all information disclosed by District to or discovered by Architect Construction Manager shall be held in strict confidence and used only in performance of the Agreement. Architect Construction Manager shall exercise the same standard of care to protect such information as a reasonably prudent Architect Construction Manager would use to protect its own proprietary data, and shall not accept employment adverse to District’s interests where such confidential information could be used adversely to District’s interests. Architect Construction Manager agrees to notify District immediately in writing if it is requested to disclose any information made known to or discovered by Architect Construction Manager during the performance of or in connection with this Agreement.
11.5 Any publicity or press releases with respect to the Project or Services shall be under District’s sole discretion and control. Architect Construction Manager shall not discuss the Services or Project, or matters pertaining thereto, with the public press, representatives of the public media, public bodies or representatives of public bodies, without District’s prior written consent. Architect Construction Manager shall have the right, however, without District’s further consent, to include representations of Services among ArchitectConstruction Manager's promotional and professional material, and to communicate with persons or public bodies where necessary to perform under this Agreement.
11.6 Architect Construction Manager shall not employ, or attempt to employ, any person who is or was employed by District at any time that this Agreement is in effect, during the term of this Agreement and for a period of six months after the termination of this Agreement or the completion of the Work, without the written consent of the District.
11.7 Architect Construction Manager and District agree that ArchitectConstruction Manager's unique talents, knowledge and experience form a basis for this Agreement and that therefore the services to be performed by Architect Construction Manager under this Agreement are personal in character and neither this Agreement nor any duties or obligations hereunder shall be assigned or delegated by Architect Construction Manager unless approved by written instrument executed and approved in the same manner as this Agreement.
11.8 The provisions of this Section shall remain fully effective indefinitely after termination of Services to District hereunder.
Appears in 1 contract
Samples: Construction Management Agreement
