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REV: 06-24-22 RL that result in the inability of the City to make functional use of the Software will be given its highest priority with the problem corrected as soon as practicably possible. Provider will strive to have all errors resolved within no more than five calendar days. 15. Confidential Information. It is expected that one Party may disclose to the other Party certain information which may be considered confidential or trade secret information (“Confidential Information”). Confidential Information shall include: (i) non-public information if it is clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; (ii) non-public information of a Party if it is identified as confidential or proprietary before, during, or promptly after presentation and (iii) any information that should be reasonably understood to be confidential or proprietary to a Party, given the nature of the information and the context in which disclosed. Subject to applicable law, each Party agrees to receive and hold any Confidential Information in strict confidence. Each Party also agrees: (i) to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (ii) not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the other Party; (iii) not to use any Confidential Information for any purpose other than for performance under this Agreement; (iv) to restrict access to Confidential Information to those of its employees, agents, and contractors who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v) to exercise at least the same standard of care and security to protect the Confidential Information received by it as it protects its own confidential information. If a Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the other Party as promptly as practicable so that such Party may seek a protective order or waiver for that instance. Granicus acknowledges that the City is subject to the disclosure requirements of the California Public Records Act (CPRA). City will provide prompt notice of any request for Confidential Information under the CPRA. If Granicus contends any Confidential Information is exempt from the CPRA and wishes to prevent disclosure, Granicus 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 the City’s deadline to respond to the CPRA request. Absent a timely protective order, injunctive relief or other appropriate remedy, the City will apply such exceptions to disclosure that are applicable to the Confidential Information as the City Clerk may reasonably determine. Granicus understands and acknowledges that if it fails to obtain a protective order, injunctive relief or other appropriate remedy before the deadline for the City’s response to the request, the City will disclose the requested information and shall not be liable or responsible for such disclosure. Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of either Party; (ii) was in a Party’s possession before receipt from the other Party; (iii) is rightfully received by a Party from a third party without any duty of confidentiality; (iv) is independently developed by a Party without use or reference to the other Party’s Confidential Information; or (v) is disclosed with the prior written consent of the Parties. Each Party shall return or destroy the Confidential Information upon written request by the other Party; provided, however, that each Party may retain one copy of the Confidential Information in order to comply with applicable law. Client understands and agrees that it may not always be possible to completely remove or delete all Confidential Information from Granicus’ databases without some residual data. 16. Acceptance Testing. All Implementation Services shall be subject to acceptance testing by City to verify, to its reasonable satisfaction, that each deliverable conforms to the requirements of a particular phase or milestone as set forth in the Schedule of Services or with respect to the Software, ATTY/AGR.2022.156/Granicus (Online agenda and meeting hosting and indexing) (Page 8 of 32)