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<br />6.2A <br />Page 6 of 10 <br /> <br />NOW, THEREFORE, Disclosing Party and Receiving Party do hereby agree as <br />follows: <br /> <br />1. Definition of Confidential Information. For purposes of this Agreement, <br /> <br />"Confidential Information" shall include all information or material regarding sales and <br /> <br />use taxes collected by or on behalf of the Disclosing Party which is being provided the <br /> <br />Receiving Party. The Disclosing Party shall label or stamp all information or materials <br /> <br />with the word "Confidential" or some similar warning prior to the provision of such <br /> <br />information or materials to the Receiving Party. <br /> <br />2. Exclusions from Confidential Information. Receiving Party's obligations <br /> <br />under this Agreement do not extend to information that is: <br /> <br />a. Publicly known at the same time of disclosure or subsequently <br />becomes publicly known through no fault of the Receiving Party. <br /> <br />b. Is disclosed by Receiving Party with Disclosing Party's prior written <br />approval. <br /> <br />3. Obligations of Receiving Party. Receiving Party shall: <br /> <br />a. Hold and maintain the Confidential Information in strictest confidence. <br /> <br />b. Disclose any or all Confidential Information contained in, or derived <br />from sales and use tax records, only to an officer or employee of <br />Redwood City who is authorized by resolution to examine the <br />information. <br /> <br />c. Restrict access to Confidential Information solely to its employees and <br />shall require said employees to sign non-disclosure restrictions at least <br />as protective as contained in this Paragraph 3. <br /> <br />d. Be prohibited from retaining Confidential Information contained in, or <br />derived from, those sales and use tax records obtained from the <br />Disclosing Party. <br /> <br />AttyIAgr/2008.040 <br />060308 <br />