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��� SL1#S�?Ot#@C Flex SERVICES AGREEMENT 13
<br />agents of Recipient independently of and without reference to any of Discloser's Confidential Information;
<br />or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. A
<br />disclosure by Recipient of any of Discloser's Confidential Information (a) in response to a valid order by a
<br />court or other governmental body; (b) as otherwise required by law; or (c) necessary to establish the
<br />rights of either party under this Agreement shall not be considered to be a breach of this Agreement by
<br />such Recipient; provided, however, such Recipient shall provide prompt prior written notice thereof to
<br />such Discloser to enable Discloser to seek a protective order or otherwise prevent such disclosure.
<br />Receiving Party shall use reasonable controls to protect the confidentiality of and restrict access to all
<br />such Confidential Information to those persons having a specific need to know the same for purposes
<br />expressly authorized herein, and render unreadable prior to discarding, all records containing our
<br />Confidential Information. In any event such controls shall not be less protective than those Receiving
<br />Party uses to secure and protect its own confidential, but not "Classified" or otherwise Govemment-
<br />legended, information.
<br />Notwithstanding the forgoing, SST acknowledges that Customer is a public agency subject to disclosure
<br />requirements on the California Public Records Act ("CPRA"). In the event of a request for information
<br />under the CPRA marked by SST as "Proprietary" or "Confidential", Customer will make reasonable efforts
<br />to provide notice to Customer prior to such disclosure, allowing enough time for SST to seek a protective
<br />order, injunctive relief, or other appropriate remedy. If SST contends that any documents are exempt from
<br />the CPRA and wishes to prevent disclosure, it is required, at its own, cost, liability, and expense to obtain
<br />a protective order, injunctive relief or other appropriate remedy from a court having jurisdiction over the
<br />matter at least two (2) days before Customer's deadline to respond to the CPRA request. If SST fails to
<br />obtain such a remedy before the deadline for Customer's response to the CPRA request, Customer will
<br />disclose the requested information and shall not be liable or responsible for such disclosure.
<br />12. NOTICES.
<br />Any notice or other communication required or permitted to be given under this Agreement shall be in
<br />writing at such party's address or number or at such party's last known address or number. The party's
<br />addresses may be changed by written notice to the other party as provided herein.
<br />13. FORCE MAJEURE.
<br />In no event shall SST be liable for any delay or default in its performance of any obligation under this or
<br />any other agreement caused directly or indirectly by an act or omission of Customer, or persons acting
<br />under its direction and/or control, fire, flood, act of God, an act or omission of civil or military authority of a
<br />state or nation, strike, lockout or other labor disputes, inability to secure, delay in securing, or shortage of
<br />labor, materials, supplies, transportation, or energy, failures, outages or denial of services of wireless,
<br />power, telecommunications, or computer networks, acts of terrorism, sabotage, vandalism, hacking,
<br />natural disaster or emergency, war, riot, embargo or civil disturbance, breakdown or destruction of plant
<br />or equipment, or arising from any cause whatsoever beyond SST's reasonable control. At SST's option
<br />REV: 06-19-18 MI
<br />Page 13 of 20
<br />ATTY/AG R.2018.131 /ShotS potter
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