Proprietary or Confidential Information
Contractor understands and agrees that, in the performance of the work or services
under this Agreement or in contemplation thereof, Contractor may receive from the City
information that the City owns or controls that may contain proprietary or confidential
details, the disclosure of which to third parties may be damaging to City. City shall
prominently mark such information as "Proprietary" or "Confidential." Contractor agrees
that all such information disclosed by City to Contractor shall be held in confidence and
used only in performance of the Agreement. Contractor shall exercise the same standard
of care to protect such information as a reasonably prudent contractor would use to
protect its own proprietary data.
If Contractor shares any information with the City that Contractor wishes to have
held in confidence, Contractor shall prominently mark such information as “Trade
Secret”, “Proprietary,” or “Confidential”. City shall not disclose such confidential
information to any third party except as may be required by law. In accordance with
Chapter 67 of the San Francisco Administrative Code and California Government Code
Section 6254(k), City shall not disclose to the public such confidential information if City
determines, after consultation with Contractor, that the confidential information meets the
definition of a trade secret as that term is defined in federal or California law or is
otherwise exempt by law from disclosure. In the event the City is required to defend an
action on a Public Records Act or Sunshine Ordinance request for any confidential
information provided by Contractor, Contractor agrees to defend and indemnify the City
from all costs and expenses, including attorneys’ fees, in any action or liability arising
under the Sunshine Ordinance or Public Records Act. City shall not in any way be liable
or responsible for the disclosure of any confidential information provided by Contractor
if disclosure is deemed to be required by law or court order.