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<br />MIAMI-DADE COUNTY. FLORIDA Contract No. RFP683
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<br />the applicable subcontractor or supplier modify, the alleged infringing item(s) at its own
<br />expense, without impairing in any respect the functionality or performance of the item(s),
<br />or (ii) procure for the County, at the Contractor's expense, the rights provided under this
<br />Agreement to use the item(s). '
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<br />d) The Contractor shall be solely responsible for determining and informing the County
<br />whether a prospective supplier or subcontractor is a party to any litigation involving
<br />patent or copyright infringement, service mark, trademark, violation, or proprietary rights
<br />claims or is subject to any injunction which may pro/:1ibit it from providing any Deliverable
<br />hereunder. The Contractor shall enter into agreements with all suppliers and
<br />subcontractors at the Contractor's own risk. The County may reject any Deliverable that
<br />, it believes to be the subject of any such litigation or injunction, or if, in the County's
<br />judgment, use thereof would delay the Work or be unlawful.
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<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 Work.
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<br />ARTICLE 28. CONFIDENTIALITY
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<br />a) All Developed Works and other materials, data, transactio'ns of all forms, financial
<br />information, documentation, inventions, designs and methods obtained from the County
<br />in connection with the Services performed under this Agreement, made or developed by
<br />the Contractor or its subcontractors in the course of the performance of such Services,
<br />or the results of such Services, or. which the County holds th~ proprietary rights,
<br />constitute Confidential Information and may not, without the prior written consent of the
<br />Cc;>unty, be used by the Contractor or its employees, agents, subcontractors or suppliers
<br />for any purpose other than for the benefit of the County, unless required by law. In
<br />addition to the foregoing, all County employee information and County financial
<br />information shall be considered confidential information and shall be subject to all the
<br />requirements stated herein. Neither the Contractor nor its employees, agents,
<br />subcontractors or suppliers may selli 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 County. Additionally, the Contractor expressly agrees to be
<br />bound by and to defend, indemnify and hold harmless the County, and their officers and
<br />employees from the breach of any federal, state or local law in regard to the privacy of
<br />individuals.
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<br />b) The Contractor shall advise each of its employees, agents, subcontractors and suppliers
<br />who may be exposed to such Confidential Information of their obligation to keep such
<br />information confidential and shall promptly advise the County in writing if it learns of any
<br />unauthorized use or disclosure of the Confidential Infor!llation by any of its employees or
<br />agents, or sUbcontra,ctor's or supplier's employees, present or former. In addition, the
<br />Contractor agrees to cooperate fully and provide any assistance necessary to ensure the
<br />confidentiality of the Confidential Information.
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<br />c) It is understood and agreed that in the event of a breach of this Article damages may not
<br />be an adequate remedy and the County shall be entitled'to injunctive relief. to restrain
<br />any such breach or threatened breach. Unless otherwise requested by the County,
<br />upon the completion of the Services performed' hereunder, t/1e Contractor shall
<br />immediately turn over to the County all such Confidential Information existing in tangible
<br />form, and no copies thereof shall be retained by the Contractor or it~ employees, agents,
<br />subcontractors or suppliers without the prior written consent of the County. A certificate
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<br />Page 16 of 25
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<br />Rev. 11/24/09
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