Agmt22 Association of Bay Area Gov. (ABAG)

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DocuSign Envelope ID: 895D2A90-533F-4A74-8650-530137EA9E81 ABAG/City Innovate PROVIDER Bench Management Software Page 8 of the Project, is conferred or implied by PROVIDER’s use or possession of such ABAG Data. Any updates, revisions, additions or enhancements to such ABAG Data made by PROVIDER in the context of the Project shall be the property of ABAG and subject to the provisions of Article 11. 10.1 NOT USED 10.2 NONDISCLOSURE OF CONFIDENTIAL INFORMATION The parties may be required to make available to each other certain confidential, non- public or proprietary information (“Confidential Information”) for purposes of carrying out the Project. Confidential Information shared by one party (the “Disclosing Party” to the other party (the “Receiving Party”) may be tangible, intangible, visual, oral, written, and/or electronic information, present or future, and includes: (i) proprietary information learned through inspection of drawings, specifications or equipment; (ii) descriptions of proprietary processes, designs, functionality or know-how; (iii) proprietary software, programming data, code or information; and (iv) other information disclosed in writing and marked as “Confidential” or with a similar notice. As between ABAG and PROVIDER, Confidential Information shall remain the sole and exclusive property of the Disclosing Party, and no license or other rights to Confidential Information or any works deriving from Confidential Information is granted or implied hereby. Confidential Information does not include information that: a) is now or subsequently becomes generally available to the public through no fault of the Receiving Party; b) the Receiving Party can demonstrate to have had rightfully in its possession prior to disclosure by the Disclosing Party or its contractors, vendors or licensors; c) the Receiving Party rightfully obtains from a third party who has the right to transfer or disclose it; or (d) is required to be disclosed by law or applicable legal process. The Receiving Party agrees to take all necessary and reasonable precautions to maintain the confidentiality of Confidential Information and agrees not to use, copy, distribute or disclose such Confidential Information except for the business purpose underlying this Agreement, except as authorized in writing by the Disclosing Party. The Receiving Party further agrees to disclose Confidential Information only to its directors, officers, employees and providers who need to know such information, and who have agreed to be bound by the terms and conditions of this Agreement. Promptly upon the request of the Disclosing Party, at any time and for any reason, the Receiving Party shall destroy or return to the Disclosing Party, at the Disclosing Party’s option, all documents, computer files and other tangible materials that contain Confidential Information. These obligations survive the termination of this Agreement, unless otherwise agreed in writing by the Disclosing Party. DocuSign Envelope ID: 8A67B327-8D8D-41F3-A9AA-0E6612310575