Agmt21 Cleverciti Systems, Corp.

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detected by the Hardware to use the Services for this purpose. Upon termination of the Agreement City's rights to use any Services shall end. In this case, City's license to use such Services shall be immediately terminated, and City shall be obliged to de -install all installations of Contractor's software within City's possession and destroy all copies thereof as applicable and confirm this in writing upon Contractor's request. 14.4 Survival. The Parties expressly agree that Sections 14.2 and 14.3 shall survive the expiration or termination of this Agreement. 14.5 Subcontractors. Contractor will ensure that each subcontractor shall agree to provisions acknowledging City's intellectual property rights pursuant to this Agreement. 15. Confidentiality. 15.1 "Confidential Information" is all technical and non-technical information being disclosed by one Party to the other Party (including but not limited to the Hardware, Services, software (if any), product information, plans and pricing, financials, marketing plans, business strategies, City and user information, data, research and development, software, APIs, specifications, designs, formulae, algorithms, and know-how))) that is either designated as, or reasonably understood to be, confidential or proprietary. In addition, the existence and terms of this Agreement and the discussions taking place between the parties in connection with this Agreement are deemed to be the Confidential Information of both Parties. 15.2 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. 15.3 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 without 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 to 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. REV: 12-10-2020 SK ATTY/AGR.2020.282/Cleverciti (Parking Guidance System Project) (Page 10 of 54)