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7A <br /> Page 18 <br /> 2.4.Authority to Enter Agreement. Vendor is a Califomia Corporation valid(y existing in <br /> good standing under the laws of the Sate of California and will coniinue to be sa <br /> during the term of this agreement. Vendor has all requisite power and autfiority to <br /> conducts its business and to execute and deliver, and to perform ail its obligations <br /> under this Agreement. Eaci� Party warrants that the individuals who have signed <br /> this Agreement have the legal power, right and authority to enter into this <br /> Agreement so as to bind each respective Party to pertorm the conditions <br /> coniemplated herein. <br /> 2.5.Time is of the essence. Time is of the essence in this Agreement, and all parties <br /> agree to execute al{dacuments and to proceed with due diligence to complete all <br /> covenants and conditions set forth herein. <br /> 2.6.Coo�eratioNFurther Acts. The parties shal!fully cooperate with ane another in <br /> attaining the purposes of this Agreement and, in canneCtion therewith, shalf take <br /> any such additional further acts and steps and sign any such additional <br /> documents as necessary, appropriate and convenient as related hereto. <br /> 3. Confidentiallnforma#ion <br /> 3.1.City Confident(a! Information. AA City Confidential Information (as defined below} <br /> shalt be held in strict canfidence by Vendor, and Vencfor shall not, without City's <br /> prior written consent, {i) disclose such infarmation to any person or entiiy other <br /> than to fhe Vendor's employees or VENDORs legally bound to abide by the terms <br /> hereof and having a need to know such information in cannection with Vendor's <br /> performance of i�s obliga#ions hereunder, or (ii) use such information other than <br /> in connection with#he performance of its obligations hereunder. <br /> The term "City Confidential Informa#ion" shafl include ali C'rty data and other written <br /> information of a confiden#ia! nature clearly fabeled by City as being confidential. <br /> Vendor understands and agrees that the unauthorized use or disclosure of City <br /> Car�fidential Information may irreparabfy damage City. In the even#of Vendor's <br /> breach or threatened breach af any of the provisions in this Section 3.1, City shall <br /> be entitled to an injunction obtained from any court having appropriate jurisdictian <br /> restraining Vendar from any unauthorized use or disclosure of any Ciry <br /> Confidential I nformation. <br /> 3.2.Vendor Confidential Information. AI1 Vendar Confidential Inforrnation (as defined <br /> below) shall be held in strict confidence by City, and City shall not, without <br /> Vendor's prior written consent, (i) disclose such infiormation to any person or <br /> entity other than to City's employees or vendors legaliy bound to abide by tne <br /> ierms hereof and having a need to know such information in connectian with <br /> Ci#y's performance of its obligations hereunder, or (ii) use such information other <br /> than in connection witi�the performance of its obligations hereunder. The term <br /> Vendor Confidential Information shall include all Software source code and all <br /> software applications deveioped by Vendor, whether or not licensed#o Ci#y, as <br /> well as any wr'ttten informa#ion disclosed by Vendor to Ciiy under this Agreement, <br /> including, but not limited to, any trade secrets, corrfidential knowledge, <br /> informatior� relating to Vendor's products, marketing and selling, business plans, <br /> 14 <br />