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iv) Is obtained from a source other than Purchasing Entity without the obligation of
<br />confidentiality;
<br />v) Is disclosed with the written consent of Purchasing Entity; or
<br />vi) Is independently developed by employees, Dealers or Subcontractors of Contractor who
<br />can be shown to have had no access to the Confidential Information.
<br />6.3.2. Non -Disclosure. Contractor shall hold Confidential Information in confidence, using at least the
<br />industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market,
<br />transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use
<br />Confidential Information for any purposes whatsoever other than what is necessary to the
<br />performance of Orders placed under this Master Agreement. Contractor shall advise each of its
<br />employees and Authorized Dealers of their obligations to keep Confidential Information
<br />confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in
<br />identifying and preventing any unauthorized use or disclosure of any Confidential Information.
<br />Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity,
<br />applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to
<br />believe that any person who has had access to Confidential Information has violated or intends to
<br />violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with
<br />Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or
<br />Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at
<br />any time during or after the term of this Master Agreement disclose, directly or indirectly, any
<br />Confidential Information to any person, except in accordance with this Master Agreement, and that
<br />upon termination of this Master Agreement or at Purchasing Entity's request, Contractor shall turn
<br />over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that
<br />embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy
<br />of such Confidential Information necessary for quality assurance, audits and evidence of the
<br />performance of this Master Agreement.
<br />6.3.3. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any
<br />Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately
<br />compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief
<br />against the breach or threatened breach of the foregoing undertakings, in addition to any other legal
<br />remedies that may be available. Contractor acknowledges and agrees that the covenants contained
<br />herein are necessary for the protection of the legitimate business interests of Purchasing Entity and
<br />are reasonable in scope and content.
<br />6.3.4. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in
<br />conflict with the applicable public disclosure laws of any Purchasing Entity.
<br />6.3.5. The rights granted to Purchasing Entities, and the Contractor obligations under this section shall
<br />also extend to the cooperative's Confidential Information, defined to include Participating
<br />Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that
<br />identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This
<br />provision does not apply to disclosure to the Lead State, a Participating State, or any governmental
<br />entity exercising an audit, inspection, or examination pursuant to §6.2, Records Administration
<br />and Audit. To the extent permitted by law, Contractor shall notify the Lead State of any entity
<br />seeking access to the Confidential Information described in this subsection.
<br />6.4. License of Pre -Existing Intellectual Property
<br />Contractor grants to the Purchasing Entity a non-exclusive, perpetual, irrevocable, unlimited license to use,
<br />modify, or dispose of the Intellectual Property and its derivatives, used or delivered under this Master
<br />Agreement, but not created under it ("Pre-existing Intellectual Property"). The license shall be subject to
<br />any third party rights in the Pre-existing Intellectual Property. Contractor shall obtain, at its own expense,
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<br />Coplers and Managed Prinl Services. RFP.NP-16-001, Ng5P0 y�tuesaint ytaster Agreement Terns and conditions, CMS R 140603
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