AgdaPkt 2021.03.22 Joint SA PFA - Laserfiche WebLink

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6.E. - Page 13 of 73 A eernent for TruePoint Services City of Redwood Cit 5.1 Each party (the "Receiving Party„) agrees not to disclose any Confidential information of the other party (the "Disclosing Party„) without the Disclosing Party's prior written consent, except as provided below. The Receiving Party further agrees: (a) to use and disclose the Confidential Information only in connection with this Agreement; and (b) to protect such Confidential Information using the measures that Receiving Party employs with respect to its own Confidential Information of a similar nature, but In no event with less than reasonable care. Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party. 5.2 "Confidential Information” means all confidential business, technical, and financial information of the disclosing party that Is marked as "Confidential" or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. Consultant's Confidential information includes, without limitation, the software underlying the Software Services and all Documentation. City's Confidential Information Includes Customer data. 5.3 Notwithstanding the foregoing, "Confidential information" does not Include: (a) "Public Data," which Is data that the City has previously released to the public, would be required to release to the public, upon request, according to applicable federal, state, or local public records laws., or City requests Consultant make available to the public in conjunction with the Solution, Confidential Information does not include (b) information that has become publicly known through no breach by the receiving party; (c) Information that: was rightfully received by the Receiving Party from a third party without restriction on use or disclosure; (d) information. independently developed by the Receiving Party without access to the Disclosing Party's Confidential Information; or (e) this Agreement, 5.4 Public Records Act. Notwithstanding anything to the contrary in this Agreement, Consultant acknowledges that City is a public agency subject to disclosure requirements on the California Public Records Act ("CPRA"), in the event of a request for information under the CPRA marked by Consultant as "Confidential Information," City will make reasonable efforts to provide notice to Consultant prior to such disclosure; allowing enough time for Consultant to seek a protective order, injunctive relief, or other appropriate remedy. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required, at Its own, cost, liability, and expense to obtain a protective order; injunctive relief or other appropriate remedy from a court having jurisdiction over the matter at least two (2) days before City's deadline to respond to the CPRA request. If Consultant fails to obtain such a remedy before the deadline for City's response to the CPRA request, City will disclose the requested information and shall not be liable or responsible for such disclosure, 6.0 User Data and Data Privacy 6.1 Data Ownership, The City will own all right, title and Interest in Customer Data. Consultant shall not access City user accounts or City Data, except (1) as necessary to provide the Solution, (2) in response to service or technical issues, (3) as required by the express terms of this Agreement or (4) at the City's written request. Upon expiration or termination of the Agreement, Consultant shall return materials that contain any Customer Data to the City, REV: 04 23-19 PR Page 4 of 64 ATTYIAGR.2019.1061iruePoint TrueBill Utility Billing Syste►n 111