Common use of Data and Confidentiality Clause in Contracts

Data and Confidentiality. a. Vendor shall not acquire any ownership interest in data and information (“Host Agency Data”) received by Vendor from the Host Agency, which shall remain the property of the Host Agency. b. Data collected by Vendor (“Vendor Data”) that is not Host Agency Data shall remain the property of Vendor, with the understanding that this does not alter the data sharing requirements in Exhibit B. c. Certain information may be considered confidential. Confidential Information shall mean all information or proprietary materials (in every form and media) not generally known to the public and which has been or is hereafter disclosed or made available directly or indirectly through any means of communication, either verbally or in writing, that has been designated in writing as “Confidential” by the Disclosing Party prior to its disclosure in connection with this Agreement (“Confidential Information”). Unless otherwise required by law, neither Party shall, without the other Party’s express written permission, use or disclose Host Agency Data and/or Confidential Information of the other Party, other than in the performance of the obligations under this Agreement. As between Vendor and the Host Agency, all Confidential Information shall remain the property of the respective Parties. d. Vendor shall be responsible for ensuring and maintaining the security and confidentiality of Host Agency Data and Confidential Information, protect against any anticipated threats or hazards to the security or integrity of Host Agency Data and Confidential Information, protect against unauthorized access to or use of Host Agency Data and Confidential Information that could result in substantial harm or inconvenience to the Host Agency or any end users; and ensure the proper return and/or disposal of Host Agency Data and Confidential Information upon termination of this Agreement with notice to the Host Agency. e. Vendor shall take appropriate action to address any incident of unauthorized access to Host Agency Data and Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying Host Agency and other Participating Jurisdictions as soon as possible of any incident of unauthorized access to Host Agency Data and Confidential Information, or any other breach or suspected breach in Vendor’s security that materially affects Host Agency, other Participating Jurisdictions, or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected Host Agency Data be divulged to unauthorized third parties, Vendor shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Vendor’s sole expense. Vendor shall not charge Host Agency for any expenses associated with Vendor’s compliance with these obligations.