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0 <br />• <br />MMC in performing Services for City, except as noted in an applicable Addendum, or <br />such expenses that receive prior written approval from City. <br />4. CONFIDENTIALITY <br />4.1 During the term of this Agreement, each party may have access to certain confidential <br />information of the other including such party's products, services, technical data, trade <br />secrets, inventions, processes, and constituent information. All such information shall be <br />deemed "Confidential Information" whether or not identified as such. Each party shall <br />use the Confidential Information of the other solely for performance of this Agreement, <br />and all Confidential Information shall remain the sole property of the respective parties. <br />With regard to Confidential Information, each party shall use the same care as it uses to <br />maintain the confidentiality of its own confidential information, which shall be no less <br />than reasonable care, and shall not make disclosure of the Confidential Information to any <br />third party without the written consent of the Disclosing Party, except to employees, <br />consultants or agents to whom disclosure is necessary to the performance of this <br />Agreement and who are bound by a duty of confidentiality. Information shall not be <br />deemed confidential if it (a) is rightfully known to the receiving party prior to receipt from <br />the disclosing party as reasonably evidenced by such party; (b) becomes known to the <br />receiving party from a source other than one who is under an obligation of confidentiality <br />to the disclosing party; or (c) becomes publicly known or otherwise ceases to be <br />confidential other than by an unauthorized act. At all times, in accordance with Graham - <br />Leach Bliley and other applicable State and Federal regulations, taxpayer information <br />containing Personally Identifiable Information, as defined in applicable regulations, shall <br />be held in the strictest confidence by MMC. <br />4.2 If a subpoena or other legal process in any way concerning Confidential Information is <br />served upon a party to which Confidential Information has been disclosed ( "Recipient "), <br />the Recipient shall promptly notify the Disclosing Party and shall cooperate with the <br />Disclosing Party, at the latter's expense, in any lawful effort to contest the validity of such <br />subpoena or other legal process. <br />4.3 The parties agree that a breach of the terms of Section 4.1 or 4.2 would result in <br />irreparable injury to the non - breaching party for which a remedy in damages would be <br />inadequate. The parties agree that in the event of such breach or threatened breach, the <br />non - breaching party shall be entitled to, in addition to any other remedies available at law <br />or in equity, seek an injunction to prevent the breach or threatened breach. <br />4.4 The obligation of confidentiality as set forth in Section 4.1 shall continue for a period of <br />three -years (3) from the date of disclosure of the information, provided, however, that for <br />any information which constitutes a Trade Secret (as defined by applicable law), the <br />obligation of confidentiality shall continue during the entire term of this Agreement and <br />shall survive the termination of this Agreement indefinitely. This obligation of <br />confidentiality shall not extend to any information required to be disclosed pursuant to the <br />California Public Records Act, the United States Freedom Of Information Act, or other <br />public disclosure acts of the United States or a state or territory thereof. <br />MMC Services Agreement <br />Page 2 <br />