ERMUSR MISC Memo 02-24-2009 - Laserfiche WebLink

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(i) is in the public domain at the time of disclosure; or (ii) following disclosure, becomes generally known or available through no act or omission on the part of the Receiving Party; or (iii) is known, or becomes known, to the Receiving Party from a source other than Connexus or its Representatives (as defined herein), provided that disclosure by such source is not in breach of a confidentiality agreement with Connexus; or (iv) is independently developed by the Receiving Party without violating any of its obligations under this Agreement; or (v) is legally required to be disclosed by judicial or other governmental action; provided, however, that prompt notice of such judicial or other governmental action shall have been given to Connexus and that Connexus shall be afforded the opportunity (consistent with the legal obligations of the Receiving Party) to exhaust all reasonable legal remedies to maintain the Trade Secret Information in confidence. Trade Secret Information shall not be deemed to fall within the exceptions of subparts (i) to (iv) above merely because it is included in a document which also includes information that does fall within such exceptions. 3. The Receiving Party shall keep the Trade Secret Information confidential and shall use the Trade Secret Information solely in connection with the Power Supply Negotiations and make all reasonable efforts to prevent its disclosure under the Minnesota Government Data Practice Act, Chapter 13 of Minnesota Statutes. The Receiving Party shall not disclose the Trade Secret Information to any person, except that the Receiving Party may disclose Trade Secret Information to any directors, officers, employees, attorneys, accountants, consultants, advisors and agents (collectively, "Representatives") of the Receiving Party who require access to such information in connection with the evaluation of the Project. Before disclosing any Trade Secret Information to a Representative, the Receiving Party shall inform such Representative of the confidential or proprietary nature thereof and of the Receiving Party's obligations under this Agreement, and shall obtain the Representative's written agreement to observe the terms of this Agreement. The Receiving Party shall be responsible for any use or disclosure of Trade Secret Information by any of its Representatives. 4. All rights to Trade Secret Information disclosed pursuant to this Agreement are reserved to Connexus. No license or conveyance of any rights relating to the Trade Secret Information is granted or implied by Connexus to the Receiving Party. 5. This Agreement shall commence as of the date first set forth above and shall continue in effect until five years from the date hereof. The obligations of confidentiality contained herein shall survive the termination of this Agreement. 6. Nothing in this Agreement shall obligate Connexus to disclose any Trade Secret Information to the Receiving Party, and any disclosure of Trade Secret Information shall be at Connexus' sole discretion. This Agreement does not constitute a commitment or promise by Connexus to proceed with any transaction. Connexus does not make any representation or warranty as to the accuracy or completeness of any Trade Secret Information. Neither Connexus nor any of its respective Representatives will have any liability relating to or arising from any use of or reliance upon the Trade Secret Information.