2022-03-23 WS & CC Packet - Laserfiche WebLink

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Company with respect to such information, (iii) becomes available to Recipient on a non- confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with or similar obligation to the Company with respect to such information, (iv) is independently developed by Recipient under circumstances not involving a breach of this Covenant by Recipient and without use or reference to any Confidential Information, or (v) is publicly disclosed pursuant to a lawful requirement or request from a governmental agency acting within its jurisdiction. 2. Proprietary Nature and Use of Confidential Information. In addition to the other restrictions set forth elsewhere in this Covenant, Recipient agrees to implement all reasonable measures to safeguard the Company's proprietary rights in the Confidential Information, including without limitation the following measures: (i) Recipient shall only permit access to the Confidential Information to those employees who require access and only to the extent necessary to perform Recipient 's internal processing needs except as otherwise required by the Minnesota Data Practices Act; and (ii) Recipient shall cooperate with the Company and Ryan in the enforcement of the conditions set forth in this Covenant. 3. Disclosure and Confidentiality of Confidential Information. Except as required by the Minnesota Data Practices Act, Recipient will not, without the express written consent of the Company or Ryan, at any time, (i) divulge, furnish, disclose or make accessible to any person, firm, organization or corporation, other than the Company, in any manner whatsoever, any Confidential Information, or (ii) use any Confidential Information for Recipients own benefit or for the benefit of any person, firm, organization or corporation, other than the Company. The Recipient shall immediately notify Ryan or the Company, in writing, of any unauthorized disclosure, misappropriation or misuse by any individual or entity of the Confidential Information of which the Recipient is aware. Pursuant to the Minnesota Data Practices Act, confidential information shall not include this Confidentiality and Nondisclosure Covenant. 4. Ownership and Return of Information. All Confidential Information of the Company disclosed to Recipient shall be, and remain the property of the Company. Recipient shall not obtain any rights in Confidential Information. Except as required by the Minnesota Data Practices Act, including the data retention provisions thereof and all other data retention requirements in Minnesota Statute and Federal Law, upon the written request of the Company or Ryan, Recipient shall destroy or return promptly to the Company or Ryan, without retaining any copies, all Confidential Information received in connection with the discussions contemplated herein. Upon a request made by the Company or Ryan, the City Attorney shall certify that all Confidential Information has been destroyed or returned pursuant to this Section 4 or that such Confidential Information must be retained by Recipient pursuant to the Minnesota Data Practices Act, other State Statute or Federal Law. 6. Non-Binding Nature of Discussions. This Covenant is not intended to, and does not, obligate Ryan, the Company or Recipient to enter into further agreements or to proceed with the Project or any other potential relationship or transaction. 7. Remedies. Company and Ryan represent that the Confidential Information referred to herein is of such character as to render the same unique and that disclosure or use thereof in 2 | Page City of Centerville - Ryan Companies - NDA - version 03182022-1