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Rronos Incorporat� 297 Biikrics Road C6eimaford,iHA 01824 Page:I0/29 PSone:(978)Z50-481f0 three(3)years after the disclosure of such Confidential Information. This Agreement imposes no obligation upan either party vvith respect ta the ather party's Confidential Infarmarion which the receiving party can establish by legally sufficient evidence: (a)was rightfizlly gossessed hy the receiving party without an obligation to maintain it�confidentiality pnor to receipt frnm the disclasing party,(b} is generally knvwn#o the public without violatian of this Agreement; (c)is obtained by the receiving party in goad faith from a third party having the right ta disclose it without an obligation with respect ta confidentiality, (d) is indepenciently developed by the receiving party without use of tbe disclosing party's con�idential informa#ian, which can be shown by tangible evidence;or(e) was required to be disclosed by agplicable law;provided that the receivin�party notifies the disclosing party of such requirement prior to disclosure, and provided further that the receiving party makes diligent effort�to limit disclosure. Kranos acknawledges that City is a public agency tJaat is subject ta the Brown Act(Gov. Code Section 54950 et seq.) and that this Agreement or portions thereaf may be subject to public disclasure withaut notice to I�ranos. Further,Kmnos acknowledges that City is subject to document requests pursuant ta the California Public Records Act and Freedorn of Iziformation Act("Acts"}. City shall notify Krorzos within five(5)business days ofreceiving a request under the Acts far any records which would conistitute Confidential Informarion and to the extent allowed by law, City shall apply exceptions to disclosura of the Canfidential Information that are applicable under the Acts. If a suit is filed by a member of the public with respect to any such request,City will cooperate in any action to intervene filed by Kronos. Notwitl�stamding any provision in this Agreement to the coutrary, Kronas wxll indemxaify and hold i�aarrnless City for any and all casts and attorney fees awarded to a prevailir�g plaintiff arising out of or related to a suit which result from City's action$, taken at Kronos's request, in compliance with this provision in�rotecting the Confidential Information from public disclosure. 18. LIMITA"TION OF LIABILITY CUSTOMER'S EXCLUSIVE REMEDIES AND KRON4S'S4LE LIABILITY FU�R ANY KRONOS BREACH 4F THIS AGREEMENT ARE EXPRESSLY STATED HEItEIN. EXGEPT AS FR4VIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IlvIPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPQSE,ARE EXCI�UUED. EXCEPT �QR KRONOS' INDEMNIFICATIaN OBLIGATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL KRONOS' OR ITS PARENTS', SUBSIDIARIES', AFFILIATES`, OR THIRD PARTY LICENSOR'S LIABTL.ITY TO A GUSTOMER, HOWSOEVER CAUSED, EXCEED THE VALTJE iDF THE aRDER WHICH GIVES RISE TO THE CLAIM, AND IN NO EVENT WILL KRONQS 4R ITS Pt�►RENTS, SUBSIDIARIES AFFILIATES OR THIltD PARTY LICENSORS BE LIABLE FOR LOST PROFIT3, LOST DATA OR A1�tY QTHER INCIDENTAL C?R C4NSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TOItT 4R THE EXISTENCE, FURNISHING, FUNCTICJNING OR CUSTC}MER'S SPECIFIC USE QF, OR INABILTI'Y Tp SO USE,ANY EQUIPMENT, 54FTWARE OR SERVICES PROVIDED FOR IlV THIS AGREEMFl�Ifi. 19. GENERAL (a) This Agreement shaIl be govemed by and construed in accordance with laws of the state of Califamia, without reference to conflicts af laws principles. Both parties agree that any litigation or arbitration between the parties will take place in the state court in the County of San Matefl and tt�e federal courts in the Narthem District REY.08-27-15 RL SRT 1C 080515 ATTY/AGR2015.1901Kronos incorporated