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<br />unlawful.
<br />
<br />e) The Contractor shall not infringe any copyright, trademark, service mark, trade secrets,
<br />patent rights, or other intellectual property rights in the performance of the Services.
<br />
<br />ARTICLE 30. CONFIDENTIALITY
<br />
<br />a) All Developed Works (as defined in Article 32(b) below) and other materials, data,
<br />transactions of all forms, financial information, documentation, inventions, designs and
<br />methods obtained from the City in connection with the Services performed under this
<br />agreement, made or developed by the Contractor in the course of the performance of such
<br />Services, or the results of such Services, or to which the City holds the proprietary rights,
<br />all City employee information, and City financial information constitute Confidential
<br />Information. Confidential Information may not, without the prior written consent of the
<br />City, be used by the Contractor or its employees, agents, or suppliers for any purpose other
<br />than for the benefit of the City, unless required by law. Neither the Contractor nor its
<br />employees, agents, or suppliers may sell, transfer, publish, disclose, display, license, or
<br />otherwise make available to others any part of such Confidential Information without the
<br />prior written consent of the City. Additionally, the Contractor expressly agrees to be bound
<br />by and to defend, indemnify and hold harmless the City, and its officers and employees
<br />from the breach of any federal, state, or local law in regard to the privacy of individuals.
<br />
<br />b) The Contractor shall advise each of its employees, agents, and suppliers who may be
<br />exposed to such Confidential Information of their obligation to keep such information
<br />confidential and shall promptly advise the City in writing if it learns of any unauthorized
<br />use or disclosure of the Confidential Information by any of its employees or agents, or
<br />supplier's employees, present or former. In addition, the Contractor agrees to cooperate
<br />fully and provide any assistance necessary to ensure the confidentiality of the Confidential
<br />Information.
<br />
<br />c) It is understood and agreed that in the event of a breach of this Article, damages may not be
<br />an adequate remedy and the City shall be entitled to injunctive relief to restrain
<br />any such breach or threatened breach. Unless otherwise requested by the City, upon the
<br />completion of the Services performed hereunder, the Contractor shall immediately turn
<br />over to the City all such Confidential Information existing in tangible form, and no copies
<br />thereof shall be retained by the Contractor or its employees, agents, or suppliers without the
<br />prior written consent of the City. A certificate evidencing compliance with this provision
<br />and signed by an officer of the Contractor shall accompany such materials.
<br />
<br />ARTICLE 31. PROPRIETARY INFORMATION
<br />
<br />As a political subdivision of the State of Florida, the City of Sunny Isles Beach is subject to the
<br />provisions of Florida's Public Records Law.
<br />
<br />The Contractor acknowledges that all computer software in the City's possession may constitute or
<br />contain information or materials which the City has agreed to protect as proprietary information
<br />from disclosure or unauthorized use and may also constitute or contain information or materials
<br />which the City has developed at its own expense, the disclosure of which could harm the City's
<br />proprietary interest therein.
<br />
<br />SI
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<br />48
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