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__. . __ ._....��... SECTION 12..PUBUCITIf AND DIS�LOSURE. 12.1 VIMOC shall not use the name, trade name, trademarks, s�;rvice marks af, c�r owned by, C1TY in a'ny publicity r�leases, news releases, annual reports, product packaging, signage, stationery, print literature, advertising, websites or other media vvifhout securing the prior written aPProval af C1TY. '12.2 VIMOC shall not, represent, directly or indirectly, tha# any product c�r servic� has been approved +�r endorsed by without prior written consent of CITY, VIMQG a�knowledges that CIN may make oral and written reporfs, and ather communicatians regarding #his Agreement to the City Manager, City Cauncil and ather public officials, which reports and c�mmuriications will be public reports and communications. SECTION 43. CONFIDENTIAL fNFQRMATION, 13.1 "Confidential Information" means confidential, propri�tary and trad� se�ret information and materials that either party ("Disclasing Party"� discloses ta or�#herwise makes available to the other party (°Receiving Party"j under this Agreement, in wMate�er fiorm,tangible or intangible so long as it is marked as "Confidential° when provideti'in wri�ten f�rm and, if provided verbally, is reduced to writing within seven (7) days thereafter. Receiving Party shall: (a} protect the Confidential Information of Diselosing Party from unauthoriz�d d[sseminatian and use; (b) use such Confidential Information only for the exercise of f�eceiving Party`s rights and performance of Receiving Party's obligations under this Agreement; and (c) nat disclose any such Confidential Information fo any third party, exce�st #a its employees, contractors and afifiliates who have a need to know such information antl are,baund by written confidenfiiality agreements no less restric#ive than the rsquirements set forth in this SECticr� 8. The foregoing rssfrictions pertaining to the Confidential Information shall not apply with respect to any Confidential Information thaf: (a) is or becames publicly known fihrough no fauf# af Receiving Party; (b) was known by Receiving Party before receipt from Qisclosing Party; (c) becomes known to Receiving Party without confidential or proprietary restriction from a sour`ce other than Disclosing Party that does not owe a duty of confidentiality to Disclas�ng Party with respect to such Confidential Information; or (d) is independently dev�laped by Receiving Party without the use of the Confidential Information of Disclosing Party. In addi#ion, Receiving Party may use or disclose Confidential Information of Disclosing Party to the extent Receiving Party is legally required (e.g. under the California Public Records Act)to disclose such Confidential Jnformation, provided, however, prior to any such disclosure Receiving Party shall provide the Disclosing Party with ten (10) days' prior written notice of such disclasure in order to allow the Disclosing Party an opportunity to protect against any such disclosure and/or obtain a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. Notwithstanding anything herein to the contrary, Receiving Party agrees that Disclosing Party shall have, in addition to any other available remedies, the right fo an immediate injunction and other equitable relisf enjoining any breach or threatened breach of this Section 8, without the necessity of posting any bond or other seeurity. Within ten (10) days after any termination or expiration of this Agreement, Receiving Party shall return to Disclosing Party (or destroy, at Disclosing Party's sole election) all Confidential Information of Disclosing Party (and all copies and extracts thereof) then in the possession or control of Receiving Party or its affiliates, employees or contractors. REU:09-02-15 VR Page 7 of 11 ATTY/AGR.201,5.210IVIMOC pilot