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2003_0922_packet
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2003_0922_packet
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Section 4 <br />PROTECTION of PROPRIETARY INFORMATION <br />4.1 Obligations of Confidentiality, Limitations of Use* The Entity shall neither disclose, <br />furnish, sell, resell, transfer, duplicate, reproduce nor disseminate, in whole or in part, the <br />EPDB of the County and its unique design, arrangement or method of arrangement in its <br />electronic form furnished to the Entity to (1) any other person, f inn, entity, organization, <br />or subsidiary, except as expressly authorized hereunder* or (2) any employee of the Entity <br />who does not need to obtain access thereto in connection with the Entity's exercise of its <br />rights under this Agreement. The Entity may have and use the EPDB on a corporate -wide <br />basis and shall have the rights to use the EPDB on a limited number of sites, provided the <br />equipment on which the EPDB is maintained supports only equipment operated by the <br />Entity and the EPDB is used only for the conduct of the Entity's own internal business by <br />Entity employees. All employees having access to the EPDB shall be informed of the <br />requirements contained in Section 4 herein. The Entity shall not otherwise copy or <br />reproduce any EPDB of the County. Under no circumstances may the entity disclose or <br />disseminate any EPDB to any other public or private entity. The obligations of the Entity <br />to protect confidentiality which are established by this Agreement apply to the EPDB <br />itself and not to any graphic representation or products produced by the Entity while <br />using the EPDB. Any authorized consultants, contractors or agents of Entity must <br />properly execute and file a separate EPDB Conditional Use License Agreement with <br />Hennepin County. <br />The Entity expressly agrees to use the County's EPDB in the ordinary course of its <br />business and all such use shall bear a notice of copyright by Hennepin County. <br />4.2 Secure Handling. The Entity shall require that all EPDB be kept in a secure location at <br />60 Civic Center Drive, Roseville, Minnesota 55113 and maintained in a manner so as <br />to reasonably preclude unauthorized persons from having access thereto. The Entity shall <br />devote its reasonable efforts to ensure that all persons afforded access to EPDB protect <br />same against unauthorized use, dissemination or disclosure. Entity agrees it will not <br />knowingly or negligently allow its employees, agents or indgpndent contractors to copy, <br />sell, disclose or otherwise make the EPDB available to others. Entity agrees to <br />immediately notify the County by telephone and in writing if Entity becomes aware of <br />any unauthorized duplication, sale or other disclosure. Entity further agrees to prevent <br />unauthorized disclosure by taking appropriate security measures including, but not <br />limited to, providing physical security for copies of the EPDB and taking all steps Entity <br />takes to protect information, data or other tangible and intangible property of its own that <br />Entity regards as proprietary, confidential or nonpublic. Except for of -site backup, the <br />Entity shall not remove or cause or allow to be removed from the Entity's place of <br />business any EPDB or any copy thereof without the prior written consent of the County, <br />which consent shall not be unreasonably withheld. <br />3 <br />
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