CC RES 01-047 A RESOLUTION APPROVING A CONDITIONAL USE LICENSE AGREEMENT BETWEEN THE CITY OF ST. ANTHONY AND HENNEPIN COUNTY RELATING TO ELECTRONIC DATA

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Section 4 PROTECTION OF PROPRIETARY INFORMATION 4.1 Obligations of Confidentiality, Limitations of Use. The Entity shall neither disclose, furnish, sell,resell, transfer, duplicate,reproduce nor disseminate, in whole or in part, the EPDB of the County and its unique design, arrangement or method of arrangement in its electronic form furnished to the Entity to (1) any other person, firm, entity, organization, or subsidiary, except as expressly authorized hereunder; or(2) any employee of the Entity who does not need to obtain access thereto in connection with the Entity's exercise of its rights under this Agreement. The Entity may have and use the EPDB on a corporate-wide basis and shall have the rights to use the EPDB on a limited number of sites,provided the equipment on which the EPDB is maintained supports only equipment operated by the Entity and the EPDB is used only for the conduct of the Entity's own internal.business by Entity employees. All employees having access to the EPDB shall be informed of the requirements contained in Section 4 herein. The Entity shall not otherwise copy or reproduce any EPDB of the County. Under no circumstances may the entity disclose or disseminate any EPDB to any other public or private entity. The obligations of the Entity to protect confidentiality which are established by this Agreement apply to the EPDB itself and not to any graphic representation or products produced by the Entity while using the EPDB. Any authorized consultants, contractors or agents of Entity must properly execute and file a separate EPDB Conditional Use License Agreement with Hennepin County. • The Entity expressly agrees to use the County's EPDB in the ordinary course of its business and all such use shall bear a notice of copyright by Hennepin County. 4.2 Secure Handling. The Entity shall require that all EPDB be kept in a secure location at 3301 Silver Lake Road, St. Anthony, MN 55418-1699 and maintained in a manner so as to reasonably preclude unauthorized persons from having access thereto. The Entityshall devote its reasonable efforts to ensure that all persons afforded access to EPDB protect same against unauthorized use, dissemination or disclosure. Entity agrees it will not knowingly or negligently allow its employees, agents or independent contractors to copy, sell, disclose or otherwise make the EPDB available to others. Entity agrees to immediately notify the County by telephone and in writing if Entity becomes aware of any unauthorized duplication, sale or other disclosure. Entity further agrees to prevent unauthorized disclosure by taking appropriate security measures including,but not limited to,providing physical security for copies of the EPDB and taking all steps Entity takes to protect information, data or other tangible and intangible property of its own that Entity regards as proprietary, confidential or nonpublic. Except for off-site backup, the Entity shall not remove or cause or allow to be removed from the Entity's place of business any EPDB or any copy thereof without the prior written consent of the County, which consent shall not be unreasonably withheld. • 4.3 Assistance of the Entity. At the request of the County and expense of the Entity,the Entity shall use good faith and reasonable efforts to assist the County in identifying any 3