|
RRAPP STRATEGIES
<br />9. Rapp Strategies will maintain accurate records of all work performed for the Client and out-of-
<br />pocket expenses incurred on the Client's behalf and will make these records available for
<br />inspection for up to one (1) year following the date of any work performed. The Client agrees
<br />that it will not be entitled to access to confidential Rapp Strategies information, including
<br />salary or overhead information.
<br />10. The data created, collected, received, stored, used, maintained, or disseminated by Rapp
<br />Strategies, any subcontractor of Rapp Strategies or Client in performing the work
<br />contemplated under this Agreement and this Agreement itself ("Agreement Data") are subject
<br />to the requirements of the Minnesota Government Data Practices Act, Minn. Stat. Chapter 13
<br />("Act"). Agreement Data is considered public information under the Act, unless it can be
<br />demonstrated that any given Agreement Data should not be treated as public information,
<br />including but not limited to that such Agreement Data is a "trade secret" pursuant to Minn.
<br />Stat. §13.37, subd. 1 or "nonpublic business data" pursuant to Minn. Stat. §13.591. In the
<br />event that Rapp Strategies receives a request for Agreement Data under Minn. Stat. Chapter
<br />13, Rapp Strategies will notify Client promptly and direct such requests to provide Agreement
<br />Data to Client so that Client may respond to the request. Client acknowledges that Rapp
<br />Strategies does not have a duty to provide access to public data to the public if the public data
<br />are available from the Client.
<br />11. To the extent Rapp Strategies is asked by Client's legal counsel to perform public relations
<br />strategy and functions in support of legal actions involving the Client, Rapp Strategies will
<br />make all reasonable efforts to protect this work from disclosure to third parties using the
<br />attorney work product doctrine.
<br />12. Rapp Strategies will make all reasonable efforts to preserve confidential information provided
<br />by the Client or developed by Rapp Strategies on behalf of the Client in a manner complying
<br />with the Minnesota Government Data Practices Act. "Confidential Information" for purposes
<br />of this agreement means all non-public information, including, but not limited to, product
<br />information, customer information, financial information, business and marketing plans,
<br />production plans and methods, customer lists, business contacts, fee schedules, personnel
<br />information, on -site and off -site computer data, computer usernames and passwords,
<br />business systems and techniques, and any documents labeled or stamped "trade secrets,"
<br />"proprietary," or "confidential." Rapp Strategies acknowledges and agrees that in connection
<br />with the provision of the services to the Client, Rapp Strategies shall not, during the term or
<br />thereafter, use, publish, otherwise disclose, or utilize in any way, any of the Client's Confidential
<br />Information, at any time during or after the term of this Agreement, and continuing for so long
<br />as the Client continues to reasonably maintain the non-public nature of such Confidential
<br />Information, except as necessary to provide the services hereunder. Upon termination of this
<br />Agreement and at the request of the Client, Rapp Strategies shall return to the Client any of
<br />the Client's Confidential Information in its possession.
<br />13. Rapp Strategies will not and shall not be expected to undertake activities to verify the accuracy
<br />of any information supplied to it by the Client and is entitled to rely on such submission in the
<br />discharge of its services.
<br />14. The Client agrees to indemnify, defend and hold harmless Rapp Strategies, together with its
<br />shareholders, officers, employees, agents, successors and assigns, from and against any loss,
<br />claim, suit, judgment, proceeding, investigation, liability, cost and expense (including the
<br />Page 3 of 5
<br />
|