5.1 ERMUSR 06-14-2022 - Laserfiche WebLink

Home Browse Search

as to prevent its disclosure and use by any person unless such use is for the benefit of the Utilities and in the proper course of Employee’s duties with the Utilities. Employee’s obligations under this paragraph are unconditional and will not be excused by any conduct on the part of the Utilities, except prior voluntary disclosure by the Utilities of the information, other than by Employee. 5.3.Compelled Disclosure. In the event a third party seeks to compel disclosure of Confidential Information by Employee by judicial or administrative process, Employee will promptly notify the Utilities Commission Chair of such occurrence and furnish a copy of the demand, summons, subpoena, or other process served upon Employee to compel such disclosure and will permit the Utilities to assume, at its expense, but with Employee’s cooperation, defense of such disclosure demand. In the event that the Utilitiesrefuses to contest such third party disclosure demand under judicial or administrative process, or if a final judicial order is issued compelling disclosure of Confidential Information by Employee, Employee will be entitled to disclose such information in compliance with the terms of such administrative or judicial process or order without violating Employee’s obligations under this Agreement. 5.4. Immunity for Certain Limited Disclosures. Notwithstanding any other provision of this Agreement, Employee may in accordance with any applicable law, including but not limited to the federal Defend Trade Secrets Act, disclose Utilities information, including trade secrets (a) in confidence, to federal, state, or local government officials, or to an attorney of Employee, for the sole purpose of reporting or investigating a suspected violation of law; or (b) in a document filed in a lawsuit or other legal proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with any applicable law or create liability for disclosures expressly allowed by law. 5.5. Return of Confidential Information and Other Property. When Employee’s employment with the Utilities ends, regardless of the reason for such separation of employment, Employee will promptly turn over to Utilities in good condition all property of the Utilities or any Affiliate in Employee’s possession or control, including, but not limited to, all originals, copies of or electronically stored documents or other materials containing Confidential Information, regardless of who prepared them. In the case of electronically stored information retained by Employee outside of Utilities’s electronic systems, Employee will promptly make a hard copy of such information in paper, audio recording, disc format, or other format as appropriate, turn that hard copy over to Utilities, and then destroy Employee’s electronically stored information. Further, Employee agrees to execute written confirmation that all Confidential Information in the Employee’s possession, or to which the Employee has access, has been turned over to Utilities or destroyed. 6. Termination of Employment Agreement. Employee’s employment may be terminated at will subject to the provisions of this Section 6. 6.1.With Cause. For purposes of this Agreement, “Cause” will mean the occurrence of any of the following, as determined by the Utilities Commission in its sole discretion: (a) Employee’s failure to satisfactorily perform Employee’s duties, provided that such Cause is not cured by Employee, or is not 4 48943343v3 144