|
indemnify and hold Contractor harmless form any and all claims, demands, losses, costs, lawsuits, penalties
<br />and fines which relate to or arise from actions or inactions of the Client, or any person or entity working
<br />through or for Client, or which relate to or arise from or due to any information, analysis, drawing,
<br />specification, procedure or other data provided or which should have been provided by or through Client.
<br />12. Confidential Information/Trade Secrets: The Client acknowledges that all information regarding
<br />Contractor compiled or obtained by Client or used in the completion of work or furnished to Client in
<br />connection with the work covered by this Agreement, is Confidential Information and Contractor’s exclusive
<br />property, except to the extent such information is or becomes public through no fault of Client or anyone
<br />receiving information from Client or to the extent required by law. Client acknowledges that Contractor will be
<br />irreparably damaged if Client were to disclose any of the Confidential Information that Client has received or
<br />dealt with, or will receive or deal with, as a result of his, her its, relationship with Contractor. Client shall
<br />preserve and protect the confidentiality of the Confidential Information and all tangible forms thereof,
<br />whenever disclosed to Client. Client shall not disclose or disseminate Confidential Information to any
<br />person, firm, or entity (other than authorized personnel of Contractor) or use the Confidential Information for
<br />his, her, its own benefit or for the benefit of any third party, without prior written approval of Contractor. Client
<br />further acknowledges that the Trade Secrets of Contractor comprise a part of the Confidential Information as
<br />to which Client has and/or will have knowledge and access. Client acknowledges the competitive value and
<br />confidential nature of such Trade Secrets, and recognizes and agrees that the disclosure and/or improper
<br />use of such Trade Secrets will cause serious and irreparable injury to Contractor.
<br />The term “Confidential Information” means any data or information, of any kind, nature or
<br />description, about or concerning the business or operations of Contractor, including, but not limited to, any
<br />information relating to past, present, or future sales, financial structure, pricing, marketing data, personnel
<br />data, products, software, research, development, inventions, computer processes, techniques, designs,
<br />programs and codes, or other technical information and data; the names, addresses, buying habits or
<br />practices of any of Contractor’s clients or customers; Contractor’s business; compensation paid to other
<br />clients and independent contractors and other terms of their contractual arrangement; but does not include
<br />information which is or becomes available to the public through no fault of Client or anyone receiving
<br />information from Client.
<br />The term “Trade Secret” means any data or information, including, but not limited to, technical or
<br />nontechnical data, specifications, designs, plans, proposals, copyrightable work, financial, business and
<br />marketing plans or data, formulas, patterns, compilations, programs, devises, methods, techniques,
<br />drawings, processes, product plans, actual or potential customer or supplier lists and information, or other
<br />information similar to any of the foregoing, which derives economic value, actual or potential, from not being
<br />generally known to, and not being readily ascertainable by proper means by, other persons who can derive
<br />economic value from its disclosure or use.
<br />13. Non-Solicitation of Employees: In the course and scope of Contractor’s work, Client acknowledges
<br />and understands that it may learn of the identity of Contractor’s suppliers and employees, including both
<br />salaried and hourly Union employees. Client and Contractor acknowledge that Contractor has devoted
<br />substantial time and resources into developing the relationships with its suppliers and employees, and that
<br />this is valuable and useful information. Therefore, Client shall not, directly or indirectly, either for itself or
<br />through any affiliate or other person or entity, (1) cause or seek to cause any of Contractor’s suppliers,
<br />vendors, purchasing agents, or customers to cease transacting business with Contractor; or (2) cause or seek
<br />to cause any of Contractor’s prospective suppliers, vendors, purchasing agents, or customers not to transact
<br />business with Contractor; or (3) recruit, solicit or hire, or attempt to recruit, solicit or hire, or induce or
<br />attempt to induce, or take any action in order to (or that is likely to) induce, or attempt to induce, any
<br />employee or agent of Contractor to terminate an employment or other relationship with Contractor; or (4)
<br />solicit on behalf of any other party other than Contractor any orders for the products or services hereafter
<br />sold or provided by Contractor from any person or entity, whether a customer or potential customer of
<br />Contractor, or (5) contact or communicate with, on behalf of any party other than Contractor, any supplier,
<br />vendor, purchasing agent, or customer with whom Contractor transacts business or with whom Contractor
<br />Docusign Envelope ID: 94AAA4D7-C840-881C-82FA-B9936480AF35
|