HomeMy WebLinkAbout2017-188 Confidentiality Agreement-GIS
CONFIDENTIALITY AGREEMENT
In order to ensure that any and all data, documents, and background information provided to
1002'., ► (CONSULTANT) and its employees, subconsultants, and agents as part of the
.A /+A F~Ilkl -g City of Ashlan (OWNER), (PROJECT), be considered and treated as confidential information
(Confidential Information), CONSULTANT agrees:
1. Not to divulge Confidential Information to anyone other than employees of CONSULTANT who
have a need to know, and to subconsultants and agents who have executed similar
confidentiality agreements with CONSULTANT.
2. Confidential Information need not be labeled as such, or be provided to CONSULTANT by
OWNER directly, to enjoy the protections provided by this Agreement.
3. CONSULTANT shall not, without prior written consent from OWNER, use Confidential
Information for any purposes other than those related to the Project unless such Confidential
Information is: a) already in the public domain, b) legally known by CONSULTANT prior to
CONSULTANT's receipt of the Confidential Information via the Project, or c) subject to a court
order or subpoena. When CONSULTANT is required by law to turn over Confidential
Information via court order or subpoena, CONSULTANT shall immediately notify OWNER, in
writing, before complying with such a request so as to afford OWNER with an opportunity to
contest the court order or subpoena.
4. CONSULTANT shall protect Confidential Information utilizing the same controls CONSULTANT
employs to avoid disclosure of its own confidential information.
5. CONSULTANT's obligations hereunder respecting the Confidential Information disclosed under
the terms of this Agreement shall terminate five (5) years after the receipt of that Confidential
Information.
6. In the event of an alleged breach, this Agreement is to be governed by and construed in
accordance with the laws of the State of Oregon.
CONSULTANT CITY OF ASHLAND
By:;f J /G'' r ~n _ f i a L L. ` C t _ By.
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