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or appear to influence County staff or elected officers in the performance of their duties. R. intentionally left blank S. Confidentiality: Contractor agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor's staff, agents and employees. Definition. "Confidential Information" means all information of a Party ("Disclosing Party") disclosed to the other Party ("Rece€ving Party"), whether orally, electronically, in writing, or by inspection of tangible objects (including, without limitation, documents or prototypes), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes without limitation,all Client Data,the Solutions,and either Party's business and marketing plans,technology and technical information,product designs,reports and business processes.Confidential Information shall not include any information that;(€)is or becomes generally known to the public without breach of any obligation owed to Disclosing Party;(ii)was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (III) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party;or(iv)is received from a third party without breach of any obligation owed to Disclosing Party. Confidential Information shall not include this Contract. Protection.Receiving Party shall not disclose or use any Confidential Information of Disclosing Party for any purpose other than performance or enforcement of this Agreement without Disclosing Party's prior written consent.If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party,including under the Freedom of Information Act or other public information request (i.e., "state sunshine" laws) it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure.Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any breach of confidentiality of Disclosing Party's Confidential Information. Upon Termination. Upon any termination of this Agreement,the Receiving Party shall continue to maintain the confidentiality of the Disclosing Patty's Confidential Information arid,upon request and to the extent practicable, destroy all materials containing such Confidential Information. Notwithstanding the foregoing, either Party may retain a copy of any Confidential Information if required by applicable law ar regulation, in accordance with internal compliance policy, or pursuant to automatic computer archiving and back-up procedures, subject at all threes to the continuing applicability of the provisions of this Agreement. T. Compliance with Laws., Contractor represents that services to be provided under this Contract shall Rilly comply, at Contractor's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws"), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on Contractor to ensure such compliance. County of srmrgs MA-060-ZS01017R FIto No.2424402 Shero'Coroner/Purchasing Services Bpreau Public MassNottflcatton System Page 10 ofS7 i