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<br />procure for the City, at the Contractor's expense, the rights provided under this Agreement
<br />to use the item(s).
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<br />d) The Contractor shall be solely responsible for determining and informing the City
<br />whether a prospective supplier is a party to any litigation involving patent or copyright
<br />infringement, service mark, trademark, violation, or proprietary rights claims or is subject
<br />to any injunction which may prohibit it from providing any Deliverable hereunder. The
<br />Contractor shall enter into agreements with all suppliers at the Contractor's own risk. The
<br />City may reject any Deliverable that it believes to be the subject of any such litigation or
<br />injunction, or if, in the City's judgment, use thereof would delay the Services or be
<br />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 Services.
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<br />ARTICLE 30. CONFIDENTIALITY
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<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
<br />and methods obtained from the City in connection with the Services performed under
<br />this Agreement, made or developed by the Contractor in the course of the performance
<br />of such Services, or the results of such Services, or to which the City holds the
<br />proprietary rights, all City employee information, and City financial information
<br />constitute Confidential Information. Confidential Information may not, without the
<br />prior written consent of the City, be used by the Contractor or its employees, agents,
<br />or suppliers for any purpose other than for the
<br />benefit of the City, unless required by law. Neither the Contractor nor its employees,
<br />agents, or suppliers may sell, transfer,
<br />publish, disclose, display, license, or otherwise make available to others any part of
<br />such Confidential Information without the prior written consent of the City.
<br />Additionally, the Contractor expressly agrees to be bound by and to defend,
<br />indemnify and hold harmless the City, and its officers and employees from the breach
<br />of any federal, state, or local law in regard to the privacy of individuals.
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<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.
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<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
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<br />SI/j>
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