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either designated as, or which would reasonably understood to be confidential or proprietary. 12.2 The receiving Party will: (i) hold the disclosing Party's Confidential Information in confidence; (ii) restrict disclosure of such Confidential Information to those of its employees or agents with a need to know such information and who have previously agreed (e.g. as a condition to their employment or agency) to be bound by terms substantially similar to those of this Agreement; (iii) use such Confidential Information only for the purposes for which it was disclosed; and (iv) to the extent applicable, not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing Party. 12.3 The restrictions set forth herein will not apply to Confidential Information to the extent it (i) was in the public domain at the time of disclosure; (ii) became publicly available after disclosure witholtt breach of this Agreement by the receiving Party; (iii) was lawfully received by the receiving Party from a third party without such restrictions; (iv) was known t.j the receiving Party without such restrictions prior to its receipt from the disclosing Party; (v) was independently developed by the receiving Party without reference to such Confidential Information; (vi) was generally made available to third parties by the disclosing Party without such restriction; or (vii) is required to be disclosed by the receiving Party pursuant to judicial order or other compulsion of law, provided that the receiving Party will provide to the disclosing Party prompt notice of such order and comply with any protective order imposed thereon. 12.4 Upon written request of the disclosing Party, all copies of the disclosing Party's Confidential Information will be returned to the disclosing Party or promptly destroyed. 12.5 Vendor acknowledges that City is a public agency that is subject to the Brown Act (Gov. Code Section 5490 et seq.), and the California Public Records Act (Gov. Code Section 6250 et seq.), and that this Agreement or portions thereof and other information provided by Vendor may be subject to public disclosure without notice to Vendor. 12.6 The Parties expressly agree that this Section 11 shall survive the expiration or termination of this Agreement. 12.7 Vendor will ensure that each subcontractor agrees to be bound by the provisions of this Section 11 as they apply to any Confidential Information of the City. 13. Data Protection. 13.1 Data Security. Vendor will use, at a minimum, NIST -approved technical and organizational security measures to store data obtained by Vendor related to the Services and other tasks performed under this Agreement (together "Pilot REV: 09-13-19 DZ ATTY/AGR.2019.245/Equipped Systems Inc. (Page 4 of 12)