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Data. Provider may use the De-Identified Data without restriction and may combine the De-
<br />Identified Data with data from other sources to create aggregate statistical data.
<br />d) Nondisclosure.
<br />i) Both parties recognize and agree to adhere to North Carolina’s public records law,
<br />set forth at Chapter 132 of the North Carolina General Statutes. Provider agrees to
<br />indemnify the County from all costs, damages, and expenses incurred from third
<br />party claims arising from the County’s refusal to disclose Confidential Information
<br />under North Carolina’s public records law.
<br />ii) A Receiving Party (a) shall hold the Disclosing Party’s Confidential Information in
<br />strict confidence and will use the same degree of care in protecting the
<br />confidentiality of the Disclosing Party’s Confidential Information that it uses to
<br />protect its own Confidential Information, but in no event less than reasonable care;
<br />and (b) except as required by law or expressly authorized by this Agreement, shall
<br />not, directly or indirectly, use, disclose, copy, transfer or allow access to the
<br />Confidential Information. Notwithstanding the foregoing, a Receiving Party may
<br />disclose Confidential Information of the Disclosing Party as required by law or
<br />court order. In such event, the Receiving Party shall (i) use its best efforts to inform
<br />the Disclosing Party before any such required disclosure, and (ii) provide reasonable
<br />assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the
<br />disclosure.
<br />iii) Upon the termination or expiration of this Agreement, or upon the request of the
<br />County, Provider will return to the County all the Confidential Information
<br />delivered or disclosed to the Provider, together with all copies in existence thereof at
<br />any time made by the Provider.
<br />
<br />Definitions.
<br />“Activation Date” means the earlier of (i) the Implementation Date (as described in Section 3 of Exhibit C) or (ii)
<br />sixty (60) days following the Effective Date of the Agreement.
<br />“Affiliates” means an entity that owns, is owned by, or is under common ownership with a party, in each case where
<br />ownership is direct and is greater than 50%.
<br />“Confidential Information” means any non-public information or data whether in written, electronic, or other
<br />tangible form, or provided orally or visually, that is disclosed by or on behalf of one party (a “Disclosing Party”) to
<br />the other party (a “Receiving Party”), whether owned by the Disclosing Party or a third party, pursuant to this
<br />Agreement. Confidential Information of Customer includes, but is not limited to Customer’s financial and business
<br />information. Confidential Information of TransLoc includes, but is not limited to, the terms of this Agreement; the
<br />structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow,
<br />and screen displays associated with the software and the Service; the Documentation; and TransLoc’s pricing, sales,
<br />proposals, implementation, and training materials, and procedures. Confidential Information does not include
<br />information that: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by
<br />a Receiving Party from a third party without breach of any obligation of confidentiality; or (c) was previously known
<br />by the Receiving Party as shown by its written records.
<br />“Day(s)” means calendar day(s), unless otherwise specified.
<br />“De-Identified Data” means data that does not contain information that identifies Customer or Users.
<br />“Documentation” means instructional and user manuals relating to the Service, which may be amended from time to
<br />time by TransLoc.
<br />DocuSign Envelope ID: E55CF50C-69B1-4410-A567-CCBB272D4F25
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