AgdaPkt 2016-09-12 Closed and Joint SA PFA

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ATTY/AGR/2016.252/MAGICAL BRIDGE PLAYGROUND REV: 09-08-16 MK Page 11 of 23 B. Use of Confidential Information. During and after the term of this Agreement, Recipient will not use the Discloser’s Confidential Information for any purpose whatsoever other than the performance of Recipient’s rights and obligations under this Agreement, or disclose Discloser’s Confidential Information to any third party, employee or contractor without executing a nondisclosure agreement containing provisions at least as protective of Confidential Information as this Agreement. Without limiting the foregoing, City will hold all Donor Information in the strictest of confidence and in accordance with all laws applicable, and neither disclose such information to any third party, nor use such information for any purpose other than internal analysis of the present progress toward the Total Funding Goal and recognition of donors consistent with City policies thereon, subject to consent of the donors. As between the Parties, it is understood that Confidential Information of Discloser shall remain the sole property of Discloser. Recipient further agrees to take all reasonable precautions to prevent any unauthorized disclosure of Discloser’s Confidential Information. C. Return of Materials. Upon the termination of this Agreement, or upon Discloser’s earlier request, Recipient will deliver to Discloser all of Discloser’s Confidential Information that Recipient may have in Recipient’s possession or control, and/or destroy such Confidential Information and provide written certification of such destruction. D. California Public Records Act. Notwithstanding any other provision of this Section, the Parties acknowledge that City is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Confidential Information is contained in documents submitted by Magical Bridge to City, and Magical Bridge expressly claims that such information falls within one or more CPRA exemptions, Magical Bridge must clearly mark such information “CONFIDENTIAL” or “PROPRIETARY,” and upon request identify the specific lines containing the confidential information. In the event of a request for such information, the City will make reasonable efforts to provide notice to Magical Bridge prior to such disclosure, allowing enough time for Magical Bridge to seek a protective order, injunctive relief, or other appropriate remedy. If Magical Bridge contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required at its own cost, liability, and expense to obtain a protective order, injunctive relief or other appropriate remedy from a court having jurisdiction over the matter at least two (2) days before City’s deadline to respond to the CPRA request. City shall provide Magical Bridge with all reasonable assistance, at Magical Bridge’s expense, in obtaining such protections. If Magical Bridge fails to obtain such a remedy before the deadline for City’s response to the CPRA request, City will disclose the requested information and shall not be liable or responsible for such disclosure. Magical Bridge represents, warrants, and agrees that it shall defend, indemnify, and hold City harmless for, from and against any and all claims that result from City’s denial of a CPRA request for information caused by Magical Bridge’s request for such denial with counsel reasonably acceptable to City. 14. Notices. Any notice to be given hereunder shall be addressed to City or Magical Bridge at 6.1.N. - Page 14