CONTRACT INFORMATION Enterprise Services shall maintain and provide to eligible Purchasers information regarding this Contract, including scope, pricing, and lowest responsive, responsible bidder designation. In addition, Enterprise Services identifies awarded contractors who qualify as Washington Small Businesses, Certified Veteran-Owned Businesses, or that, pursuant to the Contract provide Services that meet specified state procurement priorities as set forth in the Competitive Solicitation.
Trade Secrets and Confidential Information Employee represents and warrants that: (i) he is not subject to any agreement that would prevent him from performing Employ ee’s Duties for the Company or otherwise complying with this Agreement, and (ii) he is not subject to or in breach of any non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party. Employee agrees that he will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information (as defined below), except as authorized by the Company; (ii) or during his employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by him during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon his resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in his possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s consent. Notwithstanding the above, such information may be disclosed to authorized representatives of the US government in federal grant applications and to third parties in connection with licensing, financing and other commercial agreements, in each case to the extent the failure to provide such information would materially prejudice the Company’s ability to secure the grant or enter into the desired commercial relationship, and provided that in each case Employee uses his best efforts to cause the person(s) receiving such information to protect its confidentiality and limit its use, including securing a written confidentiality agreement where possible. The obligations under this subsection 15.a shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period.
Access; Information (a) Each of FWB and SFG agrees that upon reasonable notice and subject to applicable laws relating to the exchange of information, it shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as any party may reasonably request and, during such period, it shall furnish promptly to such other party (i) a copy of each material report, schedule and other document filed by it pursuant to federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request.
(b) Each agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.05 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same. No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.
(c) During the period from the date of this Agreement to the Effective Time, each party shall promptly furnish the other with copies of all monthly and other interim financial statements produced in the ordinary course of business as the same shall become available.
Verizon OSS Information 8.5.1 Subject to the provisions of this Section 8 and Applicable Law, Verizon grants to Reconex a non-exclusive license to use Verizon OSS Information.
8.5.2 All Verizon OSS Information shall at all times remain the property of Verizon. Except as expressly stated in this Section 8, Reconex shall acquire no rights in or to any Verizon OSS Information.
8.5.2.1 The provisions of this Section 8.5.2 shall apply to all Verizon OSS Information, except (a) Reconex Usage Information, (b) CPNI of Reconex, and (c) CPNI of a Verizon Customer or a Reconex Customer, to the extent the Customer has authorized Reconex to use the Customer Information.
8.5.2.2 Verizon OSS Information may be accessed and used by Reconex only to provide Telecommunications Services to Reconex Customers.
8.5.2.3 Reconex shall treat Verizon OSS Information that is designated by Verizon, through written or electronic notice (including, but not limited to, through the Verizon OSS Services), as “Confidential” or “Proprietary” as Confidential Information of Verizon pursuant to Section 10 of the Agreement.
8.5.2.4 Except as expressly stated in this Section 8, this Agreement does not grant to Reconex any right or license to grant sublicenses to other persons, or permission to other persons (except Reconex’s employees, agents or contractors, in accordance with Section 8.5.2.5 below, to access, use or disclose Verizon OSS Information.
8.5.2.5 Reconex’s employees, agents and contractors may access, use and disclose Verizon OSS Information only to the extent necessary for Reconex’s access to, and use and disclosure of, Verizon OSS Information permitted by this Section 8. Any access to, or use or disclosure of, Verizon OSS Information by Reconex’s employees, agents or contractors, shall be subject to the provisions of this Agreement, including, but not limited to, Section 10 of the Agreement and Section 8.5.2.3 above.
8.5.2.6 Reconex’s license to use Verizon OSS Information shall expire upon the earliest of: (a) the time when the Verizon OSS Information is no longer needed by Reconex to provide Telecommunications Services to Reconex Customers; (b) termination of the license in accordance with this Section 8; or (c) expiration or termination of the Agreement.
8.5.2.7 All Verizon OSS Information received by Reconex shall be destroyed or returned by Reconex to Verizon, upon expiration, suspension or termination of the license to use such Verizon OSS Information.
8.5.3 Unless sooner terminated or suspended in accordance with the Agreement or this Section 8 (including, but not limited to, Section 2.2 of the Agreement and Section 8.6.1 below), Reconex’s access to Verizon OSS Information through Verizon OSS Services shall terminate upon the expiration or termination of the Agreement.
8.5.3.1 Verizon shall have the right (but not the obligation) to audit Reconex to ascertain whether Reconex is complying with the requirements of Applicable Law and this Agreement with regard to Reconex’s access to, and use and disclosure of, Verizon OSS Information.
8.5.3.2 Without in any way limiting any other rights Verizon may have under the Agreement or Applicable Law, Verizon shall have the right (but not the obligation) to monitor Reconex’s access to and use of Verizon OSS Information which is made available by Verizon to Reconex pursuant to this Agreement, to ascertain whether Reconex is complying with the requirements of Applicable Law and this Agreement, with regard to Reconex’s access to, and use and disclosure of, such Verizon OSS Information. The foregoing right shall include, but not be limited to, the right (but not the obligation) to electronically monitor Reconex’s access to and use of Verizon OSS Information which is made available by Verizon to Reconex through Verizon OSS Facilities.
8.5.3.3 Information obtained by Verizon pursuant to this Section 8.5.3.3 shall be treated by Verizon as Confidential Information of Reconex pursuant to Section 10 of the Agreement; provided that, Verizon shall have the right (but not the obligation) to use and disclose information obtained by Verizon pursuant to this Section 8.5.3.3 to enforce Verizon’s rights under the Agreement or Applicable Law.