Data Sharing Agreement - University of Chicago

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"confidential." Confidential Information shall be maintained in confidence during the term of this Agreement and for a period of two (2) years following the termination or expiration of this Agreement, except to the extent that it is required to be disclosed by law, regulation or judicial or administrative process. Parties acknowledge that all records are subject to disclosure under Indiana Code 5-14- 3. Receiving Party shall use Confidential Information solely for the purposes of this Agreement. Each Party shall protect the other Party's Confidential Information from disclosure using at least the same degree of care as it uses to protect its own confidential information. The disclosure of Confidential Information to the receiving Party shall not of itself be construed as a grant of any right or license with respect to the information. In the event the receiving Party is required by law, regulation or judicial or administrative process to disclose any Confidential Information, the receiving Party will promptly notify the disclosing Party in writing, if permitted by law, prior to making any such disclosure in order to facilitate the disclosing Party's seeking of a protective order or other appropriate remedy from the appropriate body. (b) Confidential Information does not include information which receiving Party can demonstrate and document: (i) was in its knowledge or possession prior to receipt from disclosing Party; (ii) was public knowledge or becomes public knowledge through no fault of receiving Party; (iii) is or has been properly provided to receiving Party by an independent third party who has no obligation of confidentiality to disclosing Party; (iv) is thereafter independently developed by receiving Party without reference to the information from disclosing Party; or (v) is contained within a "public record" pursuant to Indiana Code 5-14-3. (c) UChicago retains the right to refuse to accept any such information that is not considered to be essential to the completion of the Project. (d) Upon termination or expiration of this Agreement, the receiving Party will return to the disclosing Parry all tangible copies of Confidential Information of the disclosing Party in the receiving Party's possession or control and will erase from its computer systems all electronic copies thereof. 7. EXPORT CONTROLS. Both Parties are subject to applicable U.S. export laws and regulations. Participant shall identify any export controlled information or materials as such prior to providing such information or materials to UChicago. UChicago shall have the right to limit or decline receipt of said export controlled information or materials. 8. TERMINATION. Either Party may terminate this Agreement at any time by giving the other Party not less than thirty (30) days prior written notice. UChicago may also terminate immediately if any of the reasons set forth in section 13, Force Mai eure, prevent continuation of the Project. Termination or expiration of this Agreement will not affect either Party's rights and duties under sections 4, 5, 6, or 12 hereof. 9. NOTICES. Any notices given under this Agreement shall be in writing and delivered by certified or registered return receipt mail, postage prepaid, electron mail, or by facsimile addressed to the Parties as follows: 3 Center for Data Science acid Public Policy 2016