Contractor Confidential Information. All Contractor Confidential Information received by the County from Contractor will be held in trust and confidence from the date of disclosure by Contractor and discussions involving such Contractor Confidential Information shall be limited to the members of the County’s staff and the County’s subcontractors who require such information in the performance of this Agreement. The County acknowledges and agrees to respect the copyrights, registrations, trade secrets and other proprietary rights of Contractor in the Contractor Confidential Information during and after the term of the Agreement and shall at all times maintain the confidentiality of the Contractor Confidential Information provided to the County, subject to federal law and the laws of the State of Florida related to public records disclosure. Contractor shall be solely responsible for taking any and all action it deems necessary to protect its Contractor Confidential Information except as provided herein. Contractor acknowledges that the County is subject to public records legislation, including but not limited to Chapter 119, Florida Statutes, and the Florida Rules of Judicial Administration, and that any of the County’s obligations under this Section may be superseded by its obligations under any requirements of said laws.
Contractor Confidential Information. All Contractor Confidential Information received by the County from Contractor will be held in trust and confidence from the date of disclosure by Contractor and discussions involving such Contractor Confidential Information shall be limited to the members of the County’s staff and the County’s subcontractors who require such information in the performance of this Agreement. The County acknowledges and agrees to respect the copyrights, registrations, trade secrets and other proprietary rights of Contractor in the Contractor Confidential Information during and after the term of the Agreement and shall at all times maintain the confidentiality of the Contractor Confidential Information provided to the County, subject to federal law and the laws of the State of Florida related to public records disclosure. Contractor shall be solely responsible for taking any and all action it deems necessary to protect its Contractor Confidential Information except as provided herein. Contractor acknowledges that the County is subject to public records legislation,
Contractor Confidential Information. Contractor represents that the Software and the Hosted Service contain proprietary products and trade secrets of Contractor. Accordingly, to the full extent permissible under applicable law, County agrees to treat the intellectual property within the Software or the Hosted Service as confidential in accordance with this article. Any other material submitted to County that Contractor contends constitutes or contains trade secrets or is otherwise exempt from production under Florida public records laws (including Florida Statutes Chapter 119) (“Trade Secret Materials”) must be separately submitted and conspicuously labeled “EXEMPT FROM PUBLIC RECORD PRODUCTION – TRADE SECRET.” In addition, Contractor must, simultaneous with the submission of any Trade Secret Materials, provide a sworn affidavit from a person with personal knowledge attesting that the Trade Secret Materials constitute trade secrets under Florida Statutes Section 812.081 and stating the factual basis for same. In the event that a third party submits a request to County for records designated by Contractor as Trade Secret Materials, County shall refrain from disclosing the Trade Secret Materials, unless otherwise ordered by a court of competent jurisdiction or authorized in writing by Contractor. Contractor shall indemnify and defend County and its employees and agents from any and all claims, causes of action, losses, fines, penalties, damages, judgments, and liabilities of any kind, including attorneys’ fees, litigation expenses, and court costs, relating to the nondisclosure of the Software or any Trade Secret Materials in response to a records request by a third party.
Contractor Confidential Information. DESIGN PROFESSIONAL represents that the materials it is providing under this contract contain proprietary products and trade secrets of DESIGN PROFESSIONAL. To the fullest extent permissible under applicable law, OWNER agrees to treat the material as confidential under this article. DESIGN PROFESSIONAL must separately submit to OWNER any other material DESIGN PROFESSIONAL contends constitutes or contains trade secrets or is otherwise exempt from production under Florida public records laws (including Florida Statutes Chapter 119) (“Trade Secret Materials”) conspicuously labeled “EXEMPT FROM PUBLIC RECORD PRODUCT – TRADE SECRET.” Also, DESIGN PROFESSIONAL must, simultaneous with the submission of any Trade Secret Materials, provide a sworn affidavit from a person with personal knowledge attesting that the Trade Secret Materials constitute trade secrets under § 812.081, Fla. Stats. (2024) and stating the factual basis for same. If a third party submits a request to OWNER for records designated by DESIGN PROFESSIONAL as Trade Secret Materials, OWNER shall refrain from disclosing the Trade Secret Materials, unless otherwise ordered by a court of competent jurisdiction or authorized in writing by DESIGN PROFESSIONAL. DESIGN PROFESSIONAL shall indemnify and defend OWNER and its employees and agents from all claims, causes of action, losses, fines, penalties, damages, judgments, and liabilities of any kind, including attorneys' fees, litigation expenses, and court costs, relating to the non-disclosure of the Software or any Trade Secret Materials in response to a records request by a third party.
Contractor Confidential Information. Subject to this Clause 16, DT Global or the Donor must not, without your prior written approval, make public or disclose to any person any Contractor Confidential Information.
Contractor Confidential Information. OHSU is a public corporation and is subject to the Oregon Public Records Law (ORS 192). Contractor acknowledges that any information given by Contractor to OHSU, including, without limitation, the pricing, discounts, other terms of the purchase and other terms and conditions of this Contract is a public record and may be subject to disclosure under the Oregon Public Records Law. Subject to the foregoing and to the exceptions described below, XXXX agrees that it will keep confidential all information of Contractor labeled 'confidential information' or ‘proprietary information’ unless the information: (a) is or becomes publicly available through no fault of OHSU; (b) is developed or possessed by OHSU prior to, or independent of, disclosure from Contractor; (c) is or becomes available to OHSU on a non-confidential basis from a third-party source that is not bound by a duty of confidentiality known to OHSU; (d) is information that OHSU obtained Contractor’s written permission to disclose or use; (e) is disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction; or (f) is disclosed to an employee, agent, consultant or contractor of OHSU (including, without limitation, its legal and accounting advisors), for business, regulatory or financial purposes.
Contractor Confidential Information. The Agency agrees that the information specified in Item P (Contractor Confidential Information) meets the requirements of the Commonwealth’s confidentiality guidelines, and agrees to treat the information as confidential unless it is entitled to disclose it in accordance with this Contract. The obligations on the Agency under clause 14.1 will not be taken to have been breached to the extent that Contractor Confidential Information: is disclosed by the Agency to its Accountable Authority (as defined in the Public Governance, Performance and Accountability Act 2013), Advisers, officers or employees or to other Government Agencies solely in order to comply with obligations, or to exercise rights, under this Contract or to seek advice in relation to this Contract; is disclosed to the Agency’s internal management personnel, solely to enable effective management or auditing of its activities; is disclosed by the Agency to its responsible Minister; is disclosed by the Agency in response to a request by a House or a Committee of the Parliament of the Commonwealth; is necessary for the Agency to disclose to ensure proper administration; is necessary to allow the Agency's third party service providers to discharge their obligations to the Agency; is shared within the Agency or within another Government Agency, including the Department of Health, where this serves the Agency's or the Commonwealth's legitimate interests; is disclosed by the Agency to comply with its obligations under section 69, or any other applicable provision of, the PGPA Rule; is authorised or required by Law to be disclosed; is disclosed as agreed with the Contractor; is disclosed by the Agency to the Agency’s insurers (including Comcover or Comcare); or is in the public domain otherwise than due to a breach of this clause 14. Notwithstanding clause 14.1, the Agency retains the right to disclose any other information which is not Contractor Confidential Information which is either contained in this Contract, including its terms and conditions, or used for the purposes of the Contract. In this clause 15, document and Commonwealth contract have the same meaning as in the Freedom of Information Xxx 0000. This clause 15 only applies if this is a Contract which meets the definition of Commonwealth contract. Where the Agency has received a request for access to a document created by or in the possession of the Contractor or any subcontractor that relates to the performance of this Contract (and not to...
Contractor Confidential Information. County must use at least the same degree of care to prevent disclosing Contractor Confidential Information to Third Parties as County exercises to avoid unauthorized disclosure, publication or dissemination of its County Confidential Information of like character.
Contractor Confidential Information. County acknowledges that during the term of this Agreement, certain information considered by Contractor to be confidential or proprietary information may be disclosed by Contractor to County or accessed by County from the Contractor System “Contractor Confidential Information.” Contractor Confidential Information of a tangible nature may, but is not required to be, labeled as such.
Contractor Confidential Information. The County shall use the same care to prevent disclosure of the records, data, and other information that is obtained by the County in confidence from Contractor or its Subcontractors in connection with its performance of this Agreement, whether oral, written, recorded on electronic media, or otherwise, and including all financial information, personnel information, reports, documents, correspondence, plans, and specifications, and other records, data, or information collected, received, stored, or transmitted in any manner, and that are exempt from disclosure under the California Public Records Act (collectively, the “Contractor Confidential Information”), as it uses to prevent disclosure of its own information of a similar nature, but in no event less than a reasonable degree of care. Contractor Confidential Information shall not include information that the County can demonstrate was: (i) at the time of disclosure to the County, in the public domain; (ii) after disclosure to the County, published or otherwise made a part of the public domain through no fault of the County; (iii) in the possession of the County at the time of disclosure to it, if the County was not then under an obligation of confidentiality with respect thereto; (iv) received after disclosure by Contractor to the County from a Third-Party who had a lawful right to disclose such information to the County; or (v) independently developed by the County without reference to Contractor Confidential Information. For purposes of this provision, information is in the public domain if it is generally known (through no fault of the County) to third parties who are not subject to nondisclosure restrictions similar to those in this Agreement.
