Orange County NC Website
Browse       Search
necessary to avoid disclosing CONFIDENTIAL INFORMATION, <br />including filing documents and papers under seal. A RECIPIENT PARTY <br />may disclose CONFIDENTIAL INFORMATION pursuant to a valid order <br />of a court or governmental agency with proper jurisdiction, or if such <br />disclosure is required by law or regulation provided that the information is <br />disclosed only to the minimum extent necessary, and provided that, to the <br />extent allowed by law, the releasing PARTY shall give DISCLOSING <br />PARTY sufficient advance notice so that it may seek a protective order or <br />employ other lawful means to avoid or limit disclosure. <br />C. Reasonable Efforts. The PARTIES agree to employ reasonable and <br />customary business practices to protect and secure CONFIDENTIAL <br />INFORMATION from unauthorized release or distribution and to limit <br />access and usage of such information to those employees, officers, agents, <br />and representatives (collective, “REPRESENTATIVES”) who have a <br />legitimate need to know in order to provide the products and SERVICES <br />under this AGREEMENT. The PARTIES further agree that those <br />employees, officers, agents, and representatives who are privy to <br />CONFIDENTIAL INFORMATION shall be informed about the <br />confidential nature of the information and required to maintain its <br />confidentiality as provided under this AGREEMENT. The RECIPIENT <br />PARTY shall remain liable for any breach of this AGREEMENT by any of <br />its REPRESENTATIVES. <br /> <br />D. Return of Confidential Information. Upon termination of this Agreement, <br />or earlier upon the DISCLOSING PARTY's request, the RECIPIENT <br />PARTY shall promptly return all of DISCLOSING PARTY’s Confidential <br />Information, including all copies, that was received in a non-electronic <br />form, and shall destroy all information received electronically. Upon <br />termination of this Agreement, a RECIPIENT PARTY shall promptly <br />return all of DISCLOSING PARTY’s Confidential Information, including <br />all copies, that was received in a non-electronic form, and will destroy all <br />information received electronically. Notwithstanding anything to the <br />contrary herein, and subject to the confidentiality obligations herein, a <br />RECIPIENT PARTY may retain on a confidential basis copies of <br />DISCLOSING PARTY’s Confidential Information in order to comply with <br />legal or regulatory requirements, as well as any and all (A) emails and any <br />attachments contained in such emails, and (B) any electronic files, each of <br />which are automatically saved pursuant to legal or regulatory requirements. <br /> <br />E. Survival. The PARTIES agree that the obligations contained in this section <br />shall survive the termination of this AGREEMENT, for a period of two (2) <br />years, or longer to the extent required by law. Nothing in this section limits <br />or otherwise diminishes the protections afforded to trade secret information <br />or otherwise conferred by applicable law. <br /> <br /> <br />Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAE