Laserfiche WebLink
W <br /> WASTE MANAGEMENT <br /> 3.23.5 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity <br /> or enforceability of the obligations under this Article 3.23, such legal limitations are made a part <br /> of the contractual obligations and shall operate to amend the obligations to the minimum extent <br /> necessary to bring the provision into conformity with the requirements of such limitations, and as <br /> so modified, the obligations shall continue in full force and effect. Should any provision in the <br /> Agreement be held invalid, unenforceable or contrary to public policy, law, statute or ordinance, <br /> then the remainder of the provision, paragraph, Article and/or Agreement shall not be affected <br /> thereby and shall remain valid and fully enforceable. <br /> 3.23.6 CONTRACTOR SHALL PROMPTLY ADVISE OWNER IN WRITING OF ANY ACTION, <br /> ADMINISTRATIVE OR LEGAL PROCEEDING, OR INVESTIGATION TO WHICH THIS <br /> INDEMNIFICATION MAY APPLY. CONTRACTOR SHALL, AT CONTRACTOR'S EXPENSE, <br /> ASSUME ON BEHALF OF THE INDEMNITEES AND CONDUCT WITH DUE DILIGENCE AND <br /> IN GOOD FAITH THE DEFENSE THEREOF WITH COUNSEL SATISFACTORY TO OWNER; <br /> PROVIDED, HOWEVER, THAT OWNER SHALL HAVE THE RIGHT, AT ITS OPTION, TO BE <br /> REPRESENTED THEREIN BY ADVISORY COUNSEL OF ITS OWN SELECTION AND AT ITS <br /> OWN EXPENSE. <br /> 3.23.7 The obligations contained in this Article 3.23 shall survive the expiration, completion, <br /> abandonment and/or termination of the Agreement and final completion of the Work and any other <br /> services to be provided pursuant to the Agreement. <br /> 3.24 Confidentiality <br /> 3.24.1 Without Owner's prior written consent, Contractor agrees not to disclose to third parties any <br /> information provided to Contractor by Owner(or Owner's agents, Owner's Design Professionals, <br /> consultants or Separate Contractors), or obtained by Contractor in the execution of the Work, <br /> except with respect to information which has been previously disclosed to Contractor by outside <br /> third parties having no obligation of confidentiality, or which is in the public domain through no <br /> breach of this Article by Contractor or any Subcontractor. Contractor shall not make any use <br /> whatsoever at any time of such information other than to provide the Work in accordance <br /> herewith. Contractor and its Subcontractors shall use their best efforts to safeguard from <br /> unauthorized disclosure to third parties any such information given them. Furthermore, <br /> Contractor will not disclose to its employees, agents, or Subcontractors any such information if <br /> Contractor knows, or should reasonably know, that those persons may be involved in similar <br /> projects with direct competitors of Owner. As used in this Article 3.24, "Contractor" shall include <br /> its affiliates and their respective employees and agents, in addition to Contractor's Authorized <br /> Representative. <br /> 3.24.2 To the extent confidential information is given to Contractor and is to be kept by Contractor as <br /> part of the Record Drawings or other documentation required by the Agreement, Contractor shall <br /> keep such Drawings and documentation confidential until such Drawings or documentation is <br /> returned to Owner or destroyed in accordance herewith. <br /> 3.24.3 Except for information included in the Contract Documents, any information provided by Owner <br /> is provided "as is", and Owner makes no representation or warranty, express or implied regarding <br /> the accuracy or completeness of such information. No license to any trademark, patent, copyright <br /> or any other intellectual property right is either granted or implied hereunder. <br /> 3.24.4 Contractor's obligations under this Article 3.24 continue for seven (7) years after termination of <br /> this Agreement or completion of the Work except with respect to Trade Secrets which shall <br /> continue to be governed by this Article for as long as such information constitutes a Trade Secret. <br /> As used herein, "Trade Secret" shall mean trade secrets as defined by applicable law and <br /> identified in writing as such at the time of disclosure. Immediately upon a request, Contractor will <br /> turn over to Owner all such information and shall certify in writing that all materials containing <br /> such information have been returned or destroyed. <br /> 19 Jun-17 <br /> Ver.2.0 <br />