ORANGE COUNTY CONSERVATION CORPS - 2001

Home Browse Search

teims of, or effects arising from this AGREEMENT. CITY may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If either party receives from the other party information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, the receiving party agrees that it shall not use or disclose such information except in the performance of this AGREEMENT, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential Information includes, without limitation, financial, marketing, research and development, organizational, technical, merger or acquisition, and other information related to the other party, information related to released or unreleased software or hardware products, the marketing or promotion of either party's product, a party's business policies or practices, and information received from third parties that a party is obligated to treat as confidential. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this AGREEMENT. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the party receiving the information hereafter disclosed in a publicly available source; (c) is in rightful possession of the party receiving the information without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the receiving party without reference to information disclosed by the other party hereunder. 8. CONFLICT OF INTEREST CLAUSE OCCC covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this AGREEMENT. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To CITY: Clerk of the City Council 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 4