|
Master License Agreement Page 3 of 16
<br />“Statement of Work” means a mutually executed statement of work defining the Consulting Services that
<br />BlueConduit shall provide to Licensee. Consulting Services will be performed on a time and materials
<br />basis, plus reasonable out-of-pocket travel expenses and any other project expenses. The fees for
<br />Consulting Services will be as listed in the Statement of Work/Order Schedule.
<br />6.CONFIDENTIALITY
<br />In the course of performing under this Agreement, either party (the “Disclosing Party”) may provide
<br />Confidential Information to the other party (the “Recipient”). For the purposes of this Agreement,
<br />“Confidential Information” means all (i) technical and non-technical information including patent, trade
<br />secret and proprietary information, techniques, sketches, drawings, models, inventions, know -how,
<br />processes, apparatus, equipment and algorithms, and (ii) information relating to costs, prices, names,
<br />finances, marketing plans, business opportunities, personnel, research, development or know -how;
<br />provided that information is designated by the Disclosing Party as confidential in writing or, if disclosed
<br />orally, is identified as confidential at the time of disclosure. All technical and non-technical information
<br />related to the Software shall be deemed to be the Confidential Information of BlueConduit. All of Licensee’s
<br />non-public business information shall be deemed to be Confidential Information of Licensee.
<br />The Recipient, during and after the term of this Agreement: (a) shall use the same level of care to protect
<br />the confidentiality of the Disclosing Party’s Confidential Information as it does to protect its own Confidential
<br />Information, but not less than a reasonable degree of care; (b) shall not use any of the Disclosing Party’s
<br />Confidential Information except for the purpose of fulfilling its obligations or exercising its rights under this
<br />Agreement; (c) shall not, or permit others to, disclose, duplicate, transfer, sell, lease, or otherwise make
<br />any Disclosing Party Confidential Information available to others without the prior written consent of the
<br />Disclosing Party; and (d) shall not remove, or permit to be removed, any noti ce indicating the confidential
<br />nature of the Disclosing Party’s Confidential Information.
<br />The Recipient shall return the Disclosing Party’s Confidential Information at the earlier of the termination of
<br />this Agreement or upon the request of the Disclosing Party, except that the Recipient may retain a limited
<br />number of electronic backup copies of the Confidential Information a s are automatically created and
<br />retained by its standard backup processes and systems. The Recipient shall comply with its nondisclosure
<br />obligations under this Section with regard to these copies and shall destroy them in accordance with its
<br />normal destruction processes.
<br />The Recipient will not be obligated under this Section for information that: (A) is or becomes generally
<br />known or available through no act, or failure to act, of the Recipient; (B) is independently developed by the
<br />Recipient without use or reference to the Disclosing Party’s Confidential Information; (C) is lawfully obtained
<br />by the Recipient from a third party who has the right to make such disclosure; (D) is approved in writing by
<br />the Disclosing Party for disclosure; or (E) to the extent required by Indiana’s Public Access Laws (“APRA”)
<br />(Ind. Code § 5-14-1.5, as amended from time to time).
<br />If the Recipient receives a request to disclose all or any part of the Disclosing Party’s Confidential
<br />Information by a subpoena or order issued by a court or other governmental agency, to the extent permitted
<br />by applicable law, the Recipient shall: (a) immediately notify the Disclosing Party of the existence, terms
<br />and circumstances surrounding the request; (b) consult with the Disclosing Party on the advisability of
<br />taking legally available steps to resist or narrow the request; and (c) if disclosure is required , cooperatewith
<br />the Disclosing Party, at the Disclosing Party’s expense, to obtain an order or other reliable assurance that
<br />confidential treatment will be accorded to the portion of Confidential Information as the Disclosing Party
<br />may designate.
<br />After the Effective Date, the parties shall treat any information that was previously disclosed under any
<br />standalone non-disclosure or confidentiality agreement between them (the “Existing NDA”) in accordance
<br />with this Section; the Existing NDA is hereby terminated and of no further force or effect.
<br />7.DATA SHARING
<br />The parties acknowledge that the Licensee, among other things, has entered into this Agreement to
<br />establish and maintain a database of lead service line inventory in accordance with the U.S. Environmental
<br />Protection Agency (“EPA”) revisions to the Lead and Copper Rule (“LCR”) announced December 16, 2021.
|