Purchasing Department - University of Connecticut

contrary. The Contractor agrees to forever hold in confidence all files, records, documents, or
other information as designated, whether prepared by UCHC or others, which may come into
the Contractor’s possession during the term of this Contract, except where disclosure of such
information by the Contractor is required by governmental authority to ensure compliance with
laws, rules or regulations, and such disclosure shall be limited to that actually so required.
Where such disclosure is required, the Contractor shall provide advance notice to UCHC of the
need for the disclosure and shall not disclose absent consent from UCHC. The requirements of
this section are in addition to those pertaining to HIPAA as set forth above.
5.3.7 UCHC will afford due regard to the Contractor’s request for the protection of proprietary or
confidential data that UCHC receives. However, all materials associated with the Solicitation
and the Contract are subject to the FOIA provisions set forth in Chapter 14 of the Connecticut
General Statutes, and all corresponding rules, regulations and interpretations. If the Contractor
indicates that certain documents are submitted in confidence, by specifically and clearly
marking them as “CONFIDENTIAL,” UCHC will endeavor to keep said data confidential to
the extent permitted by law. However, UCHC has no obligation to initiate, prosecute or defend
any legal proceeding or to seek a protective order or other similar relief to prevent disclosure of
anything that is sought pursuant to a FOIA request. The Contractor shall have the burden of
establishing, in the legally-prescribed manner, the availability of any FOIA exemption in any
proceeding where it is an issue. In no event shall UCHC or the State have any liability for the
disclosure of any documents or data in UCHC’s possession which UCHC believes is required to
be disclosed pursuant to FOIA or other requirements of law. To the extent that any other
provision of the Contract, Solicitation or any other Records or documents conflicts or is in any
way inconsistent with this section, this section controls and shall apply.
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