Laserfiche WebLink
under this Master Agreement. Each party shall advise each of its employees and <br />agents of their obligations to keep Confidential Information confidential. Each party <br />shall use commercially reasonable efforts to assist the disclosing party in identifying and <br />preventing any unauthorized use or disclosure of any Confidential Information. Without <br />limiting the generality of the foregoing, receiving party shall advise the disclosing party, <br />including, as applicable the Purchasing Entity, applicable Participating Entity, and the <br />Lead State immediately if the receiving party learns or has reason to believe that any <br />person who has had access to Confidential Information has violated or intends to violate <br />the terms of this Master Agreement, and the receiving party shall at its expense <br />cooperate with the disclosing party in seeking injunctive or other equitable relief in the <br />name of Purchasing Entity or Contractor against any such person. Except as directed <br />by the disclosing party, the receiving party will not at any time during or after the term of <br />this Master Agreement disclose, directly or indirectly, any Confidential Information to <br />any person, except in accordance with this Master Agreement, and that upon <br />termination of this Master Agreement or at the disclosing party's request, the receiving <br />party shall turn over to the disclosing party or destroy all documents, papers, and other <br />matter in the receiving party's possession that embody Confidential Information. If <br />applicable law, regulation or document retention policy prevents the receiving party from <br />destroying or returning all or part to the Confidential Information the receiving party will <br />maintain the security and confidentiality of all such retained Confidential Information. <br />Notwithstanding the foregoing, the receiving party may keep one copy of such <br />Confidential Information necessary for quality assurance, audits and evidence of the <br />performance of this Master Agreement. <br />c. Injunctive Relief. Contractor acknowledges that breach of this section, including <br />disclosure of any Confidential Information, may cause irreparable injury to Purchasing <br />Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity <br />may seek and obtain injunctive relief against the breach or threatened breach of the <br />foregoing undertakings, in addition to any other legal remedies that may be available. <br />Contractor acknowledges and agrees that the covenants contained herein are <br />necessary for the protection of the legitimate business interests of Purchasing Entity <br />and are reasonable in scope and content. <br />d. Purchasing Entity Law. These provisions shall be applicable only to extent they are <br />not in conflict with the applicable public disclosure laws of any Purchasing Entity. <br />e. The rights granted Purchasing Entities and Contractor obligations under this section <br />shall also extend to Confidential Information, defined to include Participating Addenda, <br />as well as Orders or transaction data relating to Orders under this Master Agreement <br />that identify the entity/customer, Order dates, line item descriptions and volumes, and <br />prices/rates. This provision does not apply to disclosure to the Lead State, a <br />Participating State, or any governmental entity exercising an audit, inspection, or <br />examination pursuant to section 29. To the extent permitted by law, Contractor shall <br />notify the Lead State of the identity of any entity seeking access to the Confidential <br />Information described in this subsection. <br />Attachment A: Page 20 of 31 <br />