|
<br />ARTICLE 9
<br />Confidentiality and Ownership of Work Product
<br />
<br />9.1 Privilege
<br />
<br />All written reports, surveys, lab sample results and documents produced by the Company in
<br />providing the Services shall be subject to attorney-client privilege and shall be directed by the
<br />Company solely through Cass's or Fargo's legal department, as the case may be. It shall be the
<br />sole responsibility of Fargo Cass to claim, sustain and prosecute the attorney-client privilege.
<br />The Company shall immediately inform Fargo Cass of any attempts by third parties to obtain
<br />such documents so as to afford Fargo Cass an opportunity to assert such privilege.
<br />
<br />9.2 Ownership of Work Product
<br />
<br />All written, magnetic, and electronic documents (including, without limitation, materials,
<br />drawings, designs, data, databases, records, electronic files, and software application files),
<br />including all information relating to the same, developed or produced by the company, or
<br />obtained from Fargo (its agents or contractors), in connection with the Services are the property
<br />of Cass or Fargo, as the case may be. Company agrees to promptly deliver the documents to
<br />Cass or Fargo, as the case may be at the termination or conclusion of the relevant Services.
<br />Company shall be entitled to retain for its files a copy of all documents. Moreover, Cass or
<br />Fargo, as the case may be, and Company shall retain equal rights of ownership in, and the right
<br />to use, all ideas and design concepts that originated form Company during its Services. Fargo
<br />Cass and Company acknowledge that documents resulting form the Services were developed or
<br />produced for a specific purpose or purposes. Company agrees not to use the documents for
<br />purposes other than the original purpose or purposes that the documents were intended.
<br />Company and Fargo Cass further acknowledge that information contained in said documents
<br />may be used to assist Fargo Cass and/or the Company in complying with federal and state
<br />environmental laws. Fargo Cass agrees that Company shall have no responsibility with respect
<br />to Fargo Cass's use of any of the documentation or the information contained therein other than
<br />as specifically contemplated by this Agreement.
<br />
<br />9.3 Confidentiality
<br />
<br />Recognizing the trust and confidence that Fargo Cass has placed in the Company by this
<br />Agreement, the Company shall, unless otherwise required by law, treat and maintain as the
<br />confidential property of Cass or Fargo, as the case may be, and not use or disclose to others
<br />during or subsequent to the performance of the Services any information (including any
<br />organizational, technical or financial information, experience, or data) regarding plans,
<br />programs, practices, contracts, business relationships, costs, equipment, operations, customer of
<br />Cass or Fargo, as the case may be, or other information which may be provided to or obtained by
<br />the Company in the performance of or in connection with the provision of the Services, including
<br />without limitation instructions or advice given by Cass or Fargo, as the case may be, at the site of
<br />a Release of Dangerous Product, without in each instance securing the prior written approval of
<br />Cass or Fargo, as the case may be, (such information described in this section is referred to as the
<br />"Confidential Information") or as may be required by court order or governmental procedure.
<br />
<br />vl
<br />
<br />-13-
<br />
|