2005 054 Ordinance - Laserfiche WebLink

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9. CONFIDENTIAL Il>iFORMATIOIV. 9.1. "Confidential Information" means information or material proprietary to a party or designated in writing as confidential, which is disclosed by one party to the other. Confidential Information may include, but is not limited to, materials, designs, specifications, techniques, models, data, diagrams, software in various stages of development, source code, obj ect code, documentation, research data, whether disclosed visually, orally or in writing. Confidential Information does not include information which: 9.1.1.is now in or is made public domain as the result of its disclosure in a publication, the issuance of a patent, or otherwise without the fault of the receiving party; 9.1.2.the receiving party can prove was in its possession in written form at the time of the disclosure by the other party, or was developed by recipient alone or in collaboration with a third party without knowledge of the Confidential Information; 9.1.3.comes into the hands of the receiving party by means of a third party who is entitled to make such disclosure and who has no obligation of confidentiality toward the disclosing party; or 9.1.4.is considered public records under applicable public records laws. 9.2. All Confidential Information shall be and remain the sole property of the disclosing party. No license or conveyance of any rights is implied by the disclosure of Confidential Information, and no further use of the Confidential Information may be made by the recipient without the written consent of the disclosing party. At the disclosing party's request or one year after termination of this agreement, whichever first occurs, any and all copies of such Confidential Information in the recipient's possession or under its control shall be returned to the disclosing party, or destroyed or discarded. 9.3. Except for information that must be disclosed pursuant to a court order or as otherwise required by Ohio Revised Code Section 149.43, or other laws, the recipient agrees to hold in confidence and not to publish, transfer or otherwise disclose any Confidential Information, directly or indirectly, to any person or entity for a period of five years after disclosure to recipient. The recipient shall use the same degree of care that it would use to protect its own confidential information, but in any case no less than the degree of care that a reasonably prudent business would exercise under similar circumstances. Dissemination of Confidential Information within the recipient's organization shall be limited to those employees who have a need to know for purposes of this Agreement or the staff or directors who have operational or fiduciary responsibilities or private, government, and auditing agencies which may be involved with the funding or reimbursement for the services provided under this contract. The recipient further agrees not to use the Confidential Information for any purpose other than to perform its obligations under this Agreement. 9.4. The parties agree that the obligation to not disclose Confidential Information shall survive the cancellation or ternunation of the Agreement. 10. USE OF NAME, SERVICE MARKS AND TRADEMARKS. 10.1. Neither party will use the name, service marks or trademarks of the other party for any purpose without the other party's prior written consent. SSA20051021 Page 7 of 14