Professional Services Agreement - Veritas LLC - Beck's Lake Environmental Study

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Beef's Project Consultant Agreement 6. CONFIDENTLAL INrOR1AATIQN In the course of providing services under this Agreement, Contractor may -receive highly sensitive and confidential information from or pertaining to City and/or third parties. Contractor acknowledges a fiduciary duty to maintain and strictly preserve all confidential information received. (a) "Confidential Information" means: (l) any information given to Contractor by City and clearly marred, in writing, as confidential; and (2) any information given to Contractor by City orally that, at the tiirfe given, is stated to be confidential. (b) Contractor agrees to keep Confidential Information confidential, and will not give said information in any form., to a third party, and will only give to Contractor's employees who have a need to know. (c) The confidentiality, as stated in Section 6(b), will not apply to information which: (1) is at the time of receipt public knowledge, or after receipt becomes public knowledge through no act of omission on the-patt of Contractor; (2) was known to Contractor, as shown by written records, prior to disclosure by City; (3) is received by Contractor from a third party who did not obtain the information from City; or (4) is required by law to be disclosed. Contractor heteby acknowledges and agrees that all property, including, all boors, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, that is produced under this Agreement, or prepared by Contractor in the course of or incident to rendering of services to City (collectively, the "Proprietary Information"), belongs to City and shall be promptly returned to City upon request. The City shall have the right to use and -reproduce copies of the Contractor's work product as the City determines in its sole discretion without compensation to the Provider except the compensation expressly provided for in this Agreement. (d) Contractor agrees to hold all City's Proprietary Information in strict confidence and trust for the sole benefit of City and not to disclose, use, copy, publish, summarize, or remove from City's prei ises any Proprietary Information (or remove from the premises any other property of City) during the Consulting Period except (i) to the extent necessary to carry out Contractor's responsibilities under this Agreement or (ji) when the information falls within the guidelines of this Agreement. 3