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times remain the sole and exclusive property of the Contractor and/or its vendors. Nothing in this Section or elsewhere in this Agreement shall be construed as assigning, selling, conveying, or otherwise transferring any ownership rights or title in Contractor Pre-Existing and Independently Developed IP. 6.8. IPS acknowledges that City is a public agency that is subject to the Brown Act (Gov. Code Section 5490 et seq.) and that this Agreement or portions thereof may be subject to public disclosure without notice to IPS. Further, IPS acknowledges that City is subject to documents requests pursuant to the California Public Records Act and Freedom of Information Act ("Acts"). City shall notify Contractor within five (5) business days of receiving a request under the Acts for any records which would constitute confidential information and to the extent allowed by law, City shall apply exceptions to disclosure of the confidential 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 Contractor. Notwithstanding any provision in this Agreement to the contrary, Contractor will indemnify and hold harmless City for any and all costs and attorneys' fees awarded to a prevailing plaintiff arising out of or related to a suit which result from City's actions, taken at Contractor's request, in compliance with this provision in protecting the confidential information from public disclosure. The City also agrees that it shall not knowingly agree, assist, or sell any equipment or allow any third party to gain access to equipment, software, or documentation provided by the Contractor for any purpose, including but not limited to the purposes of inspection, benchmarking or reverse engineering or evaluation without the prior written consent of the Contractor, or as mandated by applicable law. 6.9. The provisions of this Section will survive expiration or termination of this Agreement. 7. Dispute Resolution. 7.1. If any dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree to meet and confer and negotiate in good faith prior to initiating a suit for damages. Either party may make a written request for a meet and confer meeting between representatives of each party. Such meet and confer will take place within 14 calendar days after receipt of the request or at such later time as agreed to by the parties. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within 30 calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation via a mutually agreed third party, with the cost of mediation equally shared between the City and IPS or as otherwise agreed to between the parties. A meet and confer negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described above. However, this Section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations, after request to the other party for a tolling agreement is denied, or to seek injunctive relief. The provisions of this section shall survive any expiration or termination of this Agreement. 8. Termination ofAgreement. REV: 05-05-16 JS Page 6 of 3.77 ATTY/AGR.2016.094/IPS Group