Laserfiche WebLink
VI. Confidentiality <br />If Consultant receives from the City information which due to the nature of such infonnation is <br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use <br />or disclose such information except in the performance of this Agreement, and further agrees to <br />exercise the same degree of care it uses to protect its own infomlation of like importance, but in <br />no event less than reasonable care. "Confidential Information" shall include all nonpublic <br />information. Confidential information includes not only written information, but also information <br />transferred orally, visually, electronically, or by other means. Confidential information disclosed <br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The <br />foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has <br />been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in <br />a publicly available source; (c) is in rightful possession of the Consultant without an obligation of <br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently <br />developed by the Consultant without reference to information disclosed by the City. <br />VII. Venue; Consent to Jurisdiction. <br />Any claim, action, suit or proceeding (collectively, "Proceeding") between City and Contractor <br />that arises from or relates to this Contract shall be brought and conducted solely and exclusively <br />within Orange County, CA; provided, however, if a Proceeding must be brought in a federal forum, <br />then unless otherwise prohibited by law, it shall be brought and conducted solely and exclusively <br />within the United States District Court for the Central District of California. CONTRACTOR <br />HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF THESE COURTS AND <br />WAIVES ANY OBJECTION TO VENUE IN THESE COURTS AND ANY CLAIM THAT THE <br />FORUM IS AN INCONVENIENT FORUM. Nothing in these provisions shall be construed as a <br />waiver of State's sovereign or governmental immunity, whether derived from the Eleventh <br />Amendment to the United States Constitution or otherwise, or a waiver of any defenses to <br />Proceedings or jurisdiction based thereon. <br />[Signatures on following page] <br />CC1-Y OF S:\til \ .\\;\ PRE-\ 2016:\GRFG\'1E\1_ \N, ITH E\ INGER \\D-\SSOC1;\TES <br />