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<br />2.4. Authority to Enter Agreement. Vendor is a California Corporation validly existing in <br />good standing under the laws of the Sate of California and will continue to be so <br />during the term of this agreement. Vendor has all requisite power and authority to <br />conducts its business and to execute and deliver, and to perform all its obligations <br />under this Agreement. Each 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 perform the conditions <br />contemplated herein. <br /> <br />2.5. Time is of the essence. Time is of the essence in this Agreement, and all parties <br />agree to execute all documents and to proceed with due diligence to complete all <br />covenants and conditions set forth herein. <br /> <br />2.6. Cooperation/Further Acts. The parties shall fully cooperate with one another in <br />attaining the purposes of this Agreement and, in connection therewith, shall 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 /> <br />3. Confidential Information <br />3.1. City Confidential Information. All City Confidential Information (as defined below) <br />shall be held in strict confidence by Vendor, and Vendor shall not, without City's <br />prior written consent, (i) disclose such information to any person or entity other <br />than to the Vendor's employees or VENDORs legally bound to abide by the terms <br />hereof and having a need to know such information in connection with Vendor's <br />performance of its obligations hereunder, or (ii) use such information other than <br />in connection with the performance of its obligations hereunder. <br /> <br />The term "City Confidential Information" shall include all City data and other written <br />information of a confidential nature clearly labeled by City as being confidential. <br />Vendor understands and agiees that the unauthoiized use or disclosuie of City <br />Confidential Information may irreparably damage City. In the event of Vendor's <br />breach or threatened breach of any of the proviSions in this Section 3.1, City shall <br />be entitled to an injunction obtained from any court having appropriate jurisdiction <br />restraining Vendor from any unauthorized use or disclosure of any City <br />Confidential Information. <br /> <br />3.2. Vendor Confidential Information. All Vendor Confidential Information (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 information to any person or <br />entity other than to City's employees or vendors legally bound to abide by the <br />terms hereof and having a need to know such information in connection with <br />City's performance of its obligations hereunder, or (ii) use such information other <br />than in connection with the performance of its obligations hereunder. The term <br />Vendor Confidential Information shall include all Software source code and all <br />software applications developed by Vendor, whether or not licensed to City, as <br />well as any written information disclosed by Vendor to City under this Agreement, <br />including, but not limited to, any trade secrets, confidential knowledge, <br />information relating to Vendor's products, marketing and selling, business plans, <br /> <br />14 <br />