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data or other and information regarding clients, vendors, employees and affiliates. <br />No rights to the Confidential Information will be transferred to the receiving Party <br />upon disclosure or use of the Confidential Information. Source code and <br />coding/programming shall not be considered Confidential Information. <br />24.3 Both Parties shall ensure that their employees, and any other person who <br />has access to Confidential Information (but only those with a need to know), <br />comply with the confidentiality obligations under this Agreement. <br />24.4 Within thirty (30) business days of a request by the disclosing party, the <br />receiving party will return all property including, but not limited to, documents, <br />records, tapes and any other media as well as all copies thereof in its possession <br />or under its control that contains Confidential Information of the disclosing party. <br />24.5 Notwithstanding anything to the contrary in this Agreement, Consultant <br />acknowledges that City is a public agency subject to disclosure requirements on <br />the California Public Records Act ("CPRA"). In the event of a request for <br />information under the CPRA marked by Consultant as "Confidential information," <br />City will make reasonable efforts to provide notice to Consultant prior to such <br />disclosure, allowing enough time for Consultant to seek a protective order, <br />injunctive relief, or other appropriate remedy. If Consultant contends that any <br />documents are exempt from the CPRA and wishes to prevent disclosure, it is <br />required, at its own, cost, liability, and expense to obtain a protective order, <br />injunctive relief or other appropriate remedy from a court having jurisdiction over <br />the matter at least two (2) days before City's deadline to respond to the CPRA <br />request. If Consultant fails to obtain such a remedy before the deadline for City's <br />response to the CPRA request, City will disclose the requested information and <br />shall not be liable or responsible for such disclosure. <br />24.6 The obligations set forth in this section shall continue for a period of one (1) <br />year from completion of the Services. <br />25. Reserved. <br />26. Dispute Resolution; Jurisdiction and Venue. Any dispute between City and Consultant <br />including, but not limited to those relating to the interpretation of any provision of this <br />Agreement and with respect to performance of this Agreement shall be promptly <br />addressed as follows: Every effort shall be made to resolve all disputes at the lowest <br />level of authority escalating up to and including the Chief Executive Officer of <br />Consultant. If the Parties fail to agree through normal channels and procedures of <br />dispute resolution, then the Parties shall attempt to resolve any disputes arising <br />hereunder in the following manner: <br />26.1. Upon the written request of either Party, both Parties within five (5) business <br />days shall designate an authorized representative, whose task it will be to meet <br />for the purpose of resolving the dispute. The representatives shall meet as often <br />as deemed necessary in order to gather all information with respect to the matter <br />REV: 01-13-2021 PR <br />