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6.3 Restrictions. City acknowledges that the Software contains and constitutes valuable trade secrets of Contractor. Accordingly, City will not: (i) use the Software for any purpose, except as expressly permitted in this Agreement; (ii) transfer, assign, sublicense, copy, distribute, modify, or create derivative works of the Software, in whole or in part; or (iii) decompile, reverse assemble or otherwise reverse engineer the Software. City will not remove or alter any of the copyright notices or other proprietary markings on the Software. 6.4 Survival. The Parties expressly agree that Sections 6.2 and 6.3 shall survive the expiration or termination of this Agreement. 6.5 Subcontractors. Contractor will ensure that each subcontractor shall agree to provisions acknowledging City's intellectual property rights pursuant to this Agreement. 7. Confidentialitv. 7.1 "Confidential Information" is all technical and non-technical information being disclosed by one party to the other party (including but not limited to the Software, product information, plans and pricing, financials, marketing plans, business strategies, City and user information, data, research and development, software, APIs, specifications, designs, formulae, algorithms, and know-how); either designated as, or which would reasonably understood to be confidential or proprietary. In addition, the existence and terms of this Agreement and the fact that discussions are taking place between the parties in connection with this Agreement is deemed to be the Confidential Information of both parties. 7.2 The receiving party will: (i) hold the disclosing party's Confidential Information in confidence; (ii) restrict disclosure of such Confidential Information to those of its employees or agents with a need to know such information and who have previously agreed (e.g. as a condition to their employment or agency) to be bound by terms substantially similar to those of this Agreement; (iii) use such Confidential Information only for the purposes for which it was disclosed; and (iv) to the extent applicable, not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing party. 7.3 The restrictions set forth herein will not apply to Confidential Information to the extent it (i) was in the public domain at the time of disclosure; (ii) became publicly available after disclosure without breach of this Agreement by the receiving party; (iii) was lawfully received by the receiving party from a third party without such restrictions; (iv) was known to the receiving party without such restrictions prior to its receipt from the disclosing party; (v) was independently developed by the receiving party without reference to such Confidential Information; (vi) was generally made available to third parties by the disclosing party without such restriction; or (vii) is required to be disclosed by the receiving party pursuant to judicial order or other compulsion of law, provided that the receiving party will provide to the disclosing party prompt notice of such order and comply with any protective order imposed thereon. Upon written request of the disclosing party, all copies of the disclosing party's Confidential Information will be returned to the disclosing party or promptly destroyed. Page 3 of 24 ATTY/AGR/2016.082/VIMOCTECHNOLOGIES INC REV:04-22-16 JS