R2004-126 ACCEPTING PROPOSAL - Laserfiche WebLink

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6. CONFIDENTIALITY 6.1 Definition: "Confidential Information" shall mean: (a) information regarding a party's financial condition, information systems, business operations,plans or strateb es,product information, and marketing and distribution plans, methods, and techniques; (b) information that is marked "confidential", "proprietary", or in like words, or that is summarized in writing as confidential prior to or promptly after disclosure to the other party; (c) any and all related research; (d) any and all designs, ideas, concepts, and technology embodied therein; and (e) the provisions of this AGREEMENT. With respect to Contractor, "Confidential Information" shall include the Claims Handling Fees and the Claims Management System. 6.2 Exceptions: Information is not considered confidential or proprietary if it: (a) is or becomes generally available to the public other than as a result of disclosure by the recipient; (b) was available to or already known by the recipient on a non-confidential basis prior to its disclosure by the other party; (c) is developed by the recipient independently of any information acquired from the other party; (d) becomes available to the recipient on a non-confidential basis from the third party, provided that the recipient has no reason to know that the third party is or may be bound by a confidentiality agreement with the disclosing party; or (e) is disclosed pursuant to a court order or the requirement of any government authority. 6.3 Standard of Care: Each party will hold the other party's Confidential Information in confidence and will safeguard it in at least the same manner as a prudent business person would safeguard his or her own proprietary information and trade secrets. The party receiving Confidential Information will not, and will not permit any of its officers, ; directors, employees, or agents (collectively, "Agents") to, directly or indirectly, report, I publish, distribute, copy, disclose, or otherwise disseminate the Confidential Information, ��, or any portion thereof, to any third party, and will not use, or permit any of its Agents to �' use, the Confidential Information, or any portion thereof, for the benefit of itself, its I Agents, or any third party, or for any purpose, except as expressly authorized in writing I by the disclosing party. Disclosure will be limited to those Agents who must examine the , Confidential Information in order to perform this AGREEMENT. I 6.4 Injunctive Relief: If either party or any of its Agents attempts to use or disclose any of I the Confidential Information in contravention of this AGREEMENT, then in addition to ' other available remedies, the other party shall have the right to injunctive relief enjoining ' any such attempt, it being acknowledged that legal remedies are inadequate. I 6.5 Survival: The provisions of this Section 6 shall survive the termination of this AGREEMENT. - 6 -