NEWPORT BEACH, CITY OF 2 -2004 - Laserfiche WebLink

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Attachment B 23. CONFIDENTIALITY (A) Contractor agrees to maintain the confidentiality of its records pursuant to all statutory laws relating to privacy and confidentiality as now in existence or as hereafter amended or changed. "Confidential Information" shall include criminal history information and records, Contractor's research and development plans and reports, the computer code for the Contractor Software (both source and object code), the functionality or manner of operation of any computer code (including without limitation screen designs and flows), or any other designs, techniques, methods, specifications, drawings, sketches, processes, trade secrets, product information, print-outs, formulae, samples, prototypes, systems and components, marketing or promotional information, and any other information marked confidential or accompanied by correspondence indicating such information is confidential exchanged between the parties hereto. All records and information concerning any and all matters referred to Contractor by the City shall be considered and kept confidential by Contractor and Contractor's staff, agents, subcontractors, and employees. Information obtained by a party in the performance or receipt of the Services under this Agreement ("Confidential Information") shall be treated as confidential and shall not be used by the other party for any purpose other than the performance or receipt of the Services under this Agreement. (8) Each party shall maintain the Confidential Information of the other party in confidence using at least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential information. but in no event less than a reasonable degree of care. Confidential Information shall not include information which (i) shall have otherwise become publicly available other than as a result of disclosure by the receiving party in breach hereof, (ii) "Was disclosed to the receiving party on a non-confidential basis from a source other than the disclosing party, . which the receiving party believes is not prohibited from disclosing sLich information as a result of an obligation in favor of the disclosing party, (iii) is developed by the receiving party independently of, or was kno,wn by the receiving party prior to, any disclosure of such information made by the disclosing party, or (iv) is disclosed with the written consent of the disclosing party. A receiving party also may disclose Confidential Information to the extent required by an order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or other administrative or legal process. (C) Contractor's employees assigned to this Project must meet character standards as demonstrated by background investigation and reference checks, coordinated by City. 14