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APPROVED 12/05/05 <br />2.5 Confidentiality/Nondisclosure. <br />(a) Confidentiality/Nondisclosure. In connection with the performance of <br />RFP's services hereunder, the County acknowledges that RFP may provide the County and its <br />employees, agents and subcontractors (including without limitation any engineering firm that <br />maybe retained by RFP for the Facility) with Confidential Information (as defined below). In <br />addition, in connection with the performance of the services hereunder, RFP may provide to the <br />County and its employees, agents and subcontractors with materials that are protected by <br />copyright of RFP. <br />(i) The County agrees that it shall keep secret and confidential any <br />and all Confidential Information already disclosed and/or to be disclosed to it by RFP which has <br />been designated as confidential in writing by RFP, and the County shall not divulge any such <br />information, in whole or in part, to any third party except as is expressly permitted below in this <br />Section 2.5 or as maybe required by state or federal law. <br />(ii) The County shall not use any such information, except for the <br />express purpose of utilizing it in connection with the management of the Facility. The County <br />shall not directly or indirectly disclose or discuss any such information with any Person, other <br />than employees, agents and subcontractors of the County who are directly concerned with the <br />management of the Facility, provided, however, that in the event of any such disclosure to its <br />employees, agents and subcontractors, the County (i) shall first inform RFP of its desire to make <br />such disclosure, (ii) if requested by RFP, shall require such employees, agents or subcontractors <br />to execute and deliver to RFP prior to any disclosure by the County to him/her/it, an agreement <br />acknowledging a receipt of a copy of the provisions of this Section 2.5 and agreeing to be bound <br />by such provisions to the same extent as the County, and (iii) in any event, shall advise in writing <br />all such Persons of the existence of the provisions of this Section 2.5 and of their responsibility <br />to comply with such provisions. <br />(iii) "Confidential Information" means any and all information <br />disclosed (orally, in writing, by inspection or otherwise) to the County by RFP pursuant to this <br />Agreement which information has been designated as confidential in writing by RFP. Such <br />information includes, but is not limited to, plans and proposals. The restrictions upon <br />confidentiality and use of Confidential Information set forth in this Section 2.5 do not apply to <br />information which the County can demonstrate was publicly available or lawfully in its <br />possession at the time of its disclosure to the County by RFP. <br />(iv) With respect to any information or material which is protected by <br />copyright of RFP, no part of such materials may be reproduced, stored in a data base and <br />retrieval system or transmitted in any form or by any means - .graphic, electronic, photocopying, <br />recording, mechanical or otherwise -without the prior written permission of RFP. <br />(b) Specific Performance. The County agrees that the provisions of this <br />Section 2.5 are reasonable and necessary to protect the interests of RFP and that RFP's remedies <br />at law for a breach of any of the provisions of this Section 2.5 will be inadequate and that, in <br />connection with any such breach, RFP will be entitled, in addition to any other remedies <br />10 <br />