Common use of Dedicated Resources Clause in Contracts

Dedicated Resources. Except as otherwise agreed by the Parties and documented in Attachment J (Shared Resources), all Machines, Software and any Assets used in Vendor’s (or its Subcontractor’s) performance pursuant to this Agreement, all County Software, and all Locations, shall be dedicated resources and shall be accessed and used by Vendor and its employees, agents, and Subcontractors, only and exclusively for the provision of Services to the County and not for Vendor’s (or its Subcontractors’) internal use or use for the benefit of third parties. If the Parties mutually agree to utilize shared resources or migrate any portion of the Services to a shared resource environment, such use of shared resources shall be subject to all appropriate confidentiality and security-related provisions, which shall ensure that none of the County Confidential Information is shared with any third party, except as permitted hereunder. Prior to making any change to the resource environment, Vendor shall provide to the CIO, for the CIO’s approval, a proposal for the use of such shared resources, including benefits, savings, or risks to the County during the Term and upon the expiration or termination of this Agreement.