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2.5 Confidentiality/Nondisclosure (a) Confidentiality/Nondisclosure In connection with the performance of SMG's services hereunder, the County acknowledges that SMG may provide the County and its employees, agents and subcontractors (including without limitation the architectural and engi- neering firm retained for the Facility) with Confidential Information (as defined below). In addi- tion, in connection with the performance of the services hereunder, SMG may provide to the County and its employees, agents and subcontractors with materials that are protected by copy- right of SMG. (i) The County agrees that it shall keep secret and confidential any and all Confidential Information already disclosed and /or to be disclosed to it by SMG which has been designated as confidential in writing by SMG, and the County shall not divulge any such information, in whole or in part, to any third party except as is expressly permitted below in this Section 2.5 or as may be required by state or federal law. (ii) The County shall not use any such information, except for the ex- press purpose of utilizing it in connection with the management of the Facility. The County shall not directly or indirectly disclose or discuss any such information with any Person, other than employees, agents and subcontractors of the County who are directly concerned with the man- agement of the Facility, provided however that in the event of any such disclosure to its em- ployees, agents and subcontractors, the County (i) shall first inform SMG of its desire to make such disclosure, (ii) if requested by SMG, shall require such employees, agents or subcontractors to execute and deliver to SMG prior to any disclosure by the County to him /her /it, an agreement acknowledging a receipt of a copy of the provisions of this Section 2.5 and agreeing to be bound by such provisions to the same extent as the County, and (iii) in any event, shall advise in writing all such Persons of the existence of the provisions of this Section 2.5 and of their responsibility to comply with such provisions. (iii) "Confidential Information" means any and all information dis- closed (orally, in writing, by inspection or otherwise) to the County by SMG pursuant to this Agreement which has been designated as confidential in writing by SMG. Such information in- cludes, but is not limited to, plans, proposals, and lists of furniture, fixtures and equipment. The restrictions upon confidentiality and use of Confidential Information set forth in this Section 2.5 do not apply to information which the County can demonstrate was publicly available or lawfully in its possession at the time of its disclosure to the County by SMG; however, Confidential In- formation shall not be deemed in the County's possession or publicly known simply because it is embraced by more general information in the County's possession. (iv) With respect to any information or material which is protected by copyright of SMG, no part of such materials may be reproduced, stored in a data base and re- trieval system or transmitted in any form or by any means - graphic, electronic, photocopying, recording, mechanical or otherwise - without the prior written permission of SMG. (b) Specific Performance The County agrees that the provisions of this Sec- tion 2.5 are reasonable and necessary to protect the interests of SMG and that SMG's remedies pdfconvert. 9450 .1.cabarrus_agreement_2015.doc 0 Attachment number 1 F -1 Page 89