Common use of COUNCIL PROPRIETARY OR CONFIDENTIAL INFORMATION Clause in Contracts

COUNCIL PROPRIETARY OR CONFIDENTIAL INFORMATION. Criteria Architect understands and agrees that, in the performance of the Services under this Agreement or in contemplation thereof, the Criteria Architect may have access to private or Confidential Information which may be owned or controlled by, or otherwise in the possession of, the Judicial Council and that information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to the Judicial Council. This Confidential Information may include, but is not limited to, information related to security systems in court buildings, security systems in detention facilities, and the design and construction of those systems. Criteria Architect agrees that all Confidential Information disclosed by the Judicial Council to the Criteria Architect must be held in confidence and used only in the performance of the Agreement. Criteria Architect shall exercise the same standard of care to protect this private or Confidential Information as the Criteria Architect uses to protect its own proprietary information and in any case no less than a reasonably prudent person or entity would use to protect its own proprietary information. It is understood, however, that the Criteria Architect may disclose the Judicial Council’s confidential information on a “need to know” basis to the Criteria Architect’s employees, the Criteria Architect’s Subconsultants, and the Subconsultants’ employees, and as required by law. Criteria Architect must execute written agreements with any employee or Subconsultant receiving the Judicial Council’s Confidential Information incorporating this Article and obligating the recipient of the Confidential Information to comply with the provisions set forth herein. Notwithstanding the foregoing, Criteria Architect may disclose Confidential Information: (i) to the extent necessary to comply with any law, rule, regulation, or applicable ruling; or (ii) as appropriate to respond to any summons or subpoena. Criteria Architect shall provide Notice to the Judicial Council within a reasonable time prior to any such disclosure so that the Judicial Council may take any protective measure(s) to prevent the disclosure of Confidential Information. Neither Criteria Architect nor its Subconsultants shall acquire a right or title in or to the Confidential Information as a result of any disclosure contemplated hereunder. The Judicial Council reserves the right to disclose all Data and Materials provided under this Agreement to Third Parties for the purpose of validation of the quality of Criteria Architect’s Work and to use all Data and Materials for their intended purpose. Any disclosure of Confidential Information pursuant to this section shall not affect the confidential nature of any Confidential Information. Criteria Architect agrees that monetary damages are inadequate to remedy any breach or threatened breach of this Section and, accordingly, consents to injunctive relief for any breach or threatened breach hereof without the posting of any bond.