AG 2008 05 19 - Laserfiche WebLink

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(i) The County agrees that it shall keep secret end confidential any and all Confidential Information already'disclosedand/or to be disclosed to it by SMG which has bean 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 ae may ba required by state or federal law. (ii) The County shall not use any such information, excaot foz 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 ofthe Facility, provided. however, that in the event of any such disclosure to iffi em- ployees, agents snd subcontractors, the County (i) shall first inform 5MG of its desire to make such disclosure, (ii) if requested by SMG, shall require such employees, agents or subcontractors to execute and delivor to SMG prior to arty disclosure by the County to hiaJher/it, an agreomant acknowledging a receipt of a copy of the provisions of this Section 2.5 and agrooing to bo bowed by such provisions to the same extent ae 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, itt 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- cludea, but is not limited to, plans, proposals, and lists of furniture, fixtures and equipment. The restrictions upon confidentiality and use of Confidential hrformatiott eat forth in this Sxtion 2.5 ~ do not apply to infomration which the County can demonstrate was publicly available or lawfully m 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 ambmced 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- triaval system or trnnsnrttad in arty 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 of law for a broach of arty of the provisions of this Section 2.5 will be inadequate and that, in connection with any sash broach, SMG will be entitled, in addition to any othar remedies (whether at law or in equity), to temporary and permanent injunctive relief without the necessity of proving actual damage or immediate or irreparable harm, or of the posting of a bond. Not- withstanding the foregoing, if a court of competent jurisdiction shall determine any of the provi- eioas of this Section 2,5 to ba unreasonable, SMG agrees to a reaffirmation of such provisions by such court to any limits which such court finds to be reasonable and the County will not assert that such provision shall be eliminated in their entirety by such court. 2.6 Cabarrne ~ Fair, covmad cabvnu.gcemwntvaml ma.aaareviua oubuw eveml ma.doc 9 orvss~zoc F3