3B Public Hearing 2008 0915 - Laserfiche WebLink

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81 During the term of this Agreement, the Parties may exchange confidential, proprietary or trade secret information (the "Information"). All such Information shall be marked in a prominent location to indicate that it is confidential, proprietary and trade secret information. Marking the all documents as proprietary will neither be accepted nor honored. Failure by the Disclosing Party to label materials as proprietary shall be deemed a waiver by the Disclosing Party of any claim against the Receiving Party for release of said materials. 8.2 The Parties agree to hold each other's Information in confidence and to take all reasonable steps to prevent any unauthorized possession, use, copying, transfer or disclosure of such Information. 8.3 Notwithstanding the above, as a public entity, the City may become legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand, California Public Records Act request, Freedom of Information Act, or U.S. Patriot Act or similar act or process to disclose Information. In such case, to the extent allowed by law, the City shall give Siemens prompt prior written notice of such requirement so that Siemens may seek a protective order or other appropriate remedy at its sole risk and expense, and/or waive the City's compliance with the terms of this section. The City shall reasonably cooperate with Siemens' efforts in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or that Siemens waives compliance with the terms hereof, the City may make disclosure without liability but only to the specific extent that it is legally required to provide. Section 9. WORKSPACE AND AMENITIES. Except as set forth herein, Siemens shall, at its sole cost and expense, provide its own work space and all work space equipment while on the Site. The City is not responsible for furnishing any work space or work space equipment, such as desks, conference room space, computers, telephones, vehicles, or other amenities. Section 10. INSURANCE REQUIREMENTS. Before beginning any Work under this Agreement, Siemens, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Work hereunder by Siemens and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Siemens shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Siemens shall maintain the insurance policies required by this Section throughout the term of this Agreement. The cost of such insurance shall be included in Siemens's price. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 10.1 Workers' Compensation. Siemens shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Siemens. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Siemens, its employees, agents, and subcontractors. WPCP Cogeneration 090808 -Page I6 of 60