2005 AGN NOV 01 I12 - Laserfiche WebLink

Browse Search

right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written business, technical, marketing, financial or other information, software, and other Documents and Data disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with the performance of this Agreement ("Confidential Information") shall be held confidential by the Receiving Party and shall not be disclosed to anyone other than those of such Receiving Party's employees and consultants working directly on the Project with a need to know, and who are bound by a written agreement, enforceable by the Receiving Party, to protect the confidentiality of such Confidential Information, or to any individual as may be required by legal process. Each party agrees to take reasonable precautions, but in no event less than due care, to prevent any unauthorized use, disclosure, publication, or dissemination of the other parry's Confidential Information. Each party agrees to accept the other party's Confidential Information for the sole purpose of carrying out such Receiving Party's activities under this Agreement. In the event a Receiving Party is required to disclose Disclosing Party's Confidential Information by an order of a court or governmental agency, the Receiving Party shall first give written notice to the Disclosing Party to allow the Disclosing Party to make a reasonable effort to obtain a protective order or other confidential treatment for the Confidential Information. If City is subject to disclosure obligations under a public records statute or regulation, City agrees that the terms, conditions, and pricing under this Agreement shall be disclosed only pursuant to requests made in accordance with such statute or regulation, and that any other information marked "confidential" under this Agreement, including the Documents & Data, shall be treated as confidential, trade secret, and commercially sensitive, and shall not be disclosed without affording Consultant a full opportunity to establish such information's exemption from disclosure, but in no event shall City be required to violate any such statutes or regulations in complying with the terms herein. Confidential Information shall not include information that (1) is now or subsequently becomes generally available to the public through no fault or breach of the Receiving Party; (2) the Receiving Party can demonstrate to have had rightfully in its possession prior to disclosure by the Disclosing Party; (3) is independently developed by the Receiving Party without the use of any Confidential Information; or (4) the Receiving Party rightfully obtains from a third party who has the right to transfer or disclose it. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. RVPUB\NGS\529334 9