Statement of Work - Crowe Horwath LLP - Annual Tax Abatement Report

Home Browse Search

in the course of the performance of this Agreement and the performance and use of the Services, which are retained in the minds of its employees who have had access to the Disclosing Party's Confidential Information (without reference to any physical or electrical embodiment of such information), unless such disclosure and/or use (i) will infringe any of the patent rights, copyrights, mask works rights or trade secrets, (ii) will constitute a violation of any applicable law, or (iii) will comprise any design or structural aspects, or source or object code, of any computer software which is a part of the Disclosing Party's Confidential Information. e. Confidential Information will not include any information the Receiving Party can demonstrate was or is: (i) at the time of disclosure, in the public domain; (ii) after disclosure to it, published or otherwise becomes part of the public domain through no fault of the Receiving Party; (iii) without a breach of duty owed to the Disclosing Party, in the possession of the Receiving Party at the time of disclosure; (iv) received after disclosure by a third party having a lawful right to and, without a breach of duty owed to the Disclosing Party, did disclose such information to it; (v) independently developed by the Receiving Party without reference or use of the Confidential Information; (vi) a graphical user interface or other screen display that appears on monitors and provides user/operator interfaces to the Services; or (vii) user/operator instructions for the use of the Services. f. Notwithstanding anything to the contrary, nothing in this Agreement will preclude any party from disclosing Confidential Information as required by law (including, without limitation, any applicable public access laws) The Receiving Party may disclose the Disclosing Party's Confidential Information to the extent required by law, regulation, professional standard; discovery process, order of a court, governmental agency, or national stock exchange rule. However, the Receiving Party will give the Disclosing Party prompt notice (to the extent such notice is not prohibited by law or applicable order) to permit the Disclosing Party an opportunity to obtain a protective order or otherwise protect the confidentiality of such information, all at the Disclosing Party's cost and expense. g. The covenants of confidentiality set forth herein will apply after the Effective Date of this Agreement to any Confidential Information disclosed to the Receiving Party before, on or after the Effective Date and will continue and must be maintained from and after the Effective Date until the sooner to occur of (i) such Confidential Information entering the public domain through no fault of Receiving Party or its representatives, or (ii) the date on which such Confidential Information is no longer required to be kept confidential by applicable law. The Receiving Party will not be responsible for the security of the Confidential Information of the Disclosing Party during transmission via public communications facilities, except to the extent that such breach of security is caused by the failure of the Receiving Party to perform its obligations under this Agreement, or results from acts or omissions in breach of this Agreement. Each party will use fax, encrypted email, and voicemail to communicate both sensitive and non -sensitive matters. The receipt of Confidential Information under this Agreement will not limit or restrict assignment or reassignment of employees of the Receiving Party within or between the Receiving Party and its affiliates. h. The Disclosing Party will use best efforts to disclose to the Receiving Party only the minimum Confidential Information necessary for the Receiving Party to provide Services. 6. Use of Subcontractors. All Services will be performed by Crowe and its employees and subcontractors, provided that Crowe will be responsible for the performance of any sub- contractors. Client will have the right to demand the reassignment of any employee or independent contractor selected by Crowe to perform Services. MSS Pop 5U14