Agmt08 Bay Area Air Quality Management District-Grant #2008-027

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necessary to carry out the terms of this Agreement. Any deviation from the requirements of this section shall result in non-payment of grant funds. 18. CONFIDENTIALITY - In order to carry out the purposes of this Agreement, GRANTEE may require access to certain of DISTRICT'S confidential information (including trade secrets, inventions, confidential know-how, confidential business information, and other information that DISTRICT considers confidential) (collective]y, "Confidentia] Information"). It is expressly understood and agreed that DISTRICT may designate in a conspicuous manner Confidential Information that GRANTEE obtains from DISTRICT, and GRANTEE agrees to: A. Observe complete confidentiality with respect to such information, including without limitation, agreeing not to disclose or otherwise permit access to such information by any other person or entity in any manner whatsoever, except that such disclosure or access shall be permitted to employees of GRANTEE requiring access in fu]fillment of the services provided under this Agreement. B. Ensure that GRANTEE'S officers, employees, agents, representatives, subgrantees, and independent contractors are informed of the confidential nature of such information and to assure by agreement or otherwise that they are prohibited from copying or revealing, for any purpose whatsoever, the contents of such information or any part thereof, or from taking any action otherwise prohibited under this section. C. Not use such information or any part thereof in the performance of services to others or for the benefit of others in any form whatsoever whether gratuitously or for valuab]e consideration, except as permitted under this Agreement. D. Notify DISTRICT promptly and in writing of the circumstances surrounding any possession, use, or knowledge of such information or any part thereof by any person or entity other than those authorized by this section. Take at GRANTEE'S expense, but at DISTRICT'S option and in any event under DISTRICT'S control, any legal action necessary to prevent unauthorized use of such information by any third party or entity which has gained access to such information at least in part due to the fault of GRANTEE. E. Take any and all other actions necessary or desirable to assure such continued confidentiality and protection of such information during the term of this Agreement and following expiration or termination of the Agreement. F. Prevent access to such materials by a person or entity not authorized under this Agreement. G. Establish specific procedures in order to fulfill the obligations of this section. ]9. INTELLECTUAL PROPERTY RIGHTS - Tit]e and full ownership rights to all intellectua] property developed under this Agreement shall at all times remain with DISTRICT, unless otherwise agreed to in writing. 20. PUBLICATION A. DISTRICT shall approve in writing any report or other document prepared by GRANTEE in connection with performance under this Agreement prior to dissemination or publication of such report or document to a third party. DISTRICT may waive in writing its requirement for prior approval. B. Until approved by DISTRICT, any report or other document prepared by GRANTEE shall include on each page a conspicuous header, footer, or watermark stating "DRAFT - Not Reviewed or Approved by BAAQMD," unless DISTRICT has waived its requirement for prior approval pursuant to paragraph A ofthis section. C. Information, data, documents, or reports developed by GRANTEE for DISTRICT, pursuant to this Agreement, shall be part of DISTRICT's public record, unless otherwise indicated. GRANTEE may use or publish, at its own expense, such information, provided DISTRICT approves use of such information in advance. The following acknowledgment of support and Page 5 of 11 Contract No. 2008-027