Orange County NC Website
Docusign Envelope ID : 177AA06A-30B442FF-A85A-78B5A7C51DBE <br /> regarding the dispute . In any conflict between the terms the priority of documents shall be <br /> as follows : This Agreement , the Facility Policy Manual , the Owner' s RFP together with <br /> attachments , Manager' s Proposal together with attachments . <br /> 13 . 24 Confidentiality . In connection with the performance of Manager' s services <br /> hereunder, the Owner acknowledges that Manager may provide the Owner and its <br /> employees , agents , and contractors ( including without limitation any engineering firm that <br /> may be retained by Manager for the Facility ) with Confidential Information as defined below . <br /> In addition , in connection with the performance of the services hereunder, Manager may <br /> provide to the Owner and its employees , agents , and contractors with materials that are <br /> protected by copyright or trademark of Manager . <br /> a . The Owner agrees that it shall keep secret and confidential any and all <br /> Confidential Information already disclosed or to be disclosed to it by Manager which has <br /> been designated as confidential in writing by Manager, and the Owner shall not divulge any <br /> such Confidential Information , in whole or in part , to any third party except as is expressly <br /> permitted below or as may be required by state or federal law . <br /> b . " Confidential Information " means any and all information disclosed (orally , in <br /> writing , by inspection , or otherwise ) to the Owner by Manager pursuant to this Agreement <br /> which information has been designated as confidential in writing by Manager. Such <br /> information includes , and is limited to , financial account numbers . The restrictions upon <br /> confidentiality and use of Confidential Information set forth in this section do not apply to <br /> information which the Owner can demonstrate was publicly available or lawfully in its <br /> possession at the time of its disclosure to the Owner by Manager. <br /> c . With respect to any information or material which is protected by copyright or <br /> trademark of Manager , no part of such materials may be reproduced , stored in a data base <br /> and retrieval system , or transmitted in any form or by any means graphic , electronic , <br /> photocopying , recording , mechanical , or otherwise without the prior written permission of <br /> Manager . Within thirty ( 30 ) days of the Effective Date Manager shall provide Owner with a <br /> written listing of all such copyrighted and trademarked information and materials . <br /> d . The Owner agrees that the provisions of this section are reasonable and necessary <br /> to protect the interests of Manager and that Manager' s remedies at law for a breach of any <br /> of the provisions of this section are inadequate and that , in connection with any such breach , <br /> Manager will be entitled , as its sole remedy whether at law or in equity , to temporary and <br /> permanent injunctive relief without the necessity of proving actual damage or immediate or <br /> irreparable harm , or of the posting of a bond . Notwithstanding the foregoing , if a court of <br /> competent jurisdiction shall determine any of the provisions of this section to be <br /> unreasonable , Manager agrees to such provisions will be of no effect . <br /> e . The Owner acknowledges the Confidential Information claim of Manager <br /> contained in this section . If a public records request seeks Confidential Information the <br /> Owner agrees , consistent with the public records law of North Carolina , to assert that claim . <br />