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4.6 Data Breach Notification. OpenGov shall inform City of any Data Breach: i Incident Response: OpenGov may need to communicate with outside parties regarding a Data Breach, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in this Agreement. Discussing Security Incidents with the City should be handled on an urgent as -needed basis, as part of OpenGov communication and mitigation processes as mutually agreed upon, defined by law or contained in this Agreement. ii Data Breach Reporting Requirements: If OpenGov has actual knowledge of a confirmed Data Breach that affects the security of any Customer Data that is subject to applicable Data Breach notification law, or includes security credentials of Customer staff, OpenGov shall (1) promptly notify the appropriate City Identified Contact within 48 hours or sooner, unless shorter time is required by applicable law, and (2) take commercially reasonable measures to address the Data Breach in a timely manner. iii Compliance with Legal Requirements. OpenGov shall comply with all federal, state and local laws and regulations related to Customer Data, including but not limited to storage, transmission and security. 5. CONFIDENTIALITY 5.1 Each party (the "Receiving Party") agrees not to disclose any Confidential Information of the other party (the "Disclosing Party") without the Disclosing Party's prior written consent, except as provided below. The Receiving Party further agrees: (a) to use and disclose the Confidential Information only in connection with this Agreement; and (b) to protect such Confidential Information using the measures that Receiving Party employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party. 5.2 "Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as "Confidential" or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. OpenGov's Confidential Information includes, without limitation, the software underlying the Software Services and all Documentation. 5.3 Notwithstanding the foregoing, "Confidential Information" does not include: (a) "Public Data," which is data that the Customer has previously released to the public, would be required to release to the public, upon request, according to applicable federal, state, or local public records laws, or Customer requests OpenGov make available to the public in conjunction with the Software Services. Confidential Information does not include (b) information that has become publicly known through no breach by the receiving party; (c) information that was rightfully received by the Receiving Party from a third party without restriction on use or disclosure; (d) information independently developed by the Receiving Party without access to the Disclosing Party's Confidential Information; or (e) this Agreement. 5.4 Public Records Act. Notwithstanding anything to the contrary in this Agreement, OpenGov acknowledges that City is a public agency subject to disclosure requirements on the California Public Records Act ("CPRA"). In the event of a request for information under the CPRA marked by OpenGov as "Confidential information," City will make reasonable efforts to provide notice to OpenGov prior to such disclosure, allowing enough time for OpenGov to seek a protective order, injunctive relief, or other appropriate remedy. If OpenGov 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. If OpenGov 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. Page 3 of 17 REV: 03-25-19 PR ATTY/AGR.2019.068/OpenGov Software Suite