Agmt25 Populus Technologies, Inc.

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REV: 01-13-25 LR b) Exceptions. Confidential Information will not include information that as shown by the Receiving Party’s records was: (i) already known to Receiving Party at the time of disclosure by the Disclosing Party; (ii) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of the Receiving Party has become, generally available to the public; or (iv) was independently developed by Receiving Party without use of the Disclosing Party’s Confidential Information. c) Protection of Confidential Information. The Receiving Party will use no less than a reasonable standard of care to safeguard the Confidential Information received from the Disclosing Party. The Receiving Party will only use the Confidential Information of the Disclosing Party: (i) to exercise its rights and perform its obligations under this Agreement; or (ii) as otherwise required by law. Nothing in this Agreement shall prohibit Receiving Party from disclosing Confidential Information of Disclosing Party if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that Receiving Party shall, if permitted by law, (i) give Disclosing Party prompt notice of such Required Disclosure prior to disclosure; (ii) give Disclosing Party at least ten (10) days to contest the Required Disclosure prior to disclosure of the Confidential Information; (iii) cooperate with Disclosing Party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and/or (iv) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure. Populus acknowledges that Customer is a public agency subject to the requirements of the California Public Records Act. d) Populus warrants and represents that, Populus is complying and will fully comply with, all applicable Privacy Laws throughout the Term. Customer warrants and represents that Customer is in compliance, and will fully comply, with all applicable Privacy Laws and will take all reasonable steps within Customer’s power to ensure that Customer’s Authorized Users comply with all applicable Privacy Laws. e) Upon termination or expiration of this Agreement, Receiving Party shall, at its sole discretion, either promptly return to the Disclosing Party all Confidential Information or destroy all tangible items comprising, bearing or containing any Confidential Information and provide a written certification of such destruction; provided, however, that the Recipient may retain one copy if required to do so by Applicable Law or documented, internal retention policies. f) Each Party acknowledges and agrees that any actual or threatened breach by the Receiving Party of any confidentiality obligations or license restrictions will constitute irreparable harm for which monetary damages would be an inadequate remedy, and that in such event the Disclosing Party or the licensing Party shall be entitled to obtain immediate injunctive relief to protect its rights under this Agreement. 9) Warranties; Disclaimer. Each party represents and warrants that it is a validly organized business entity under the laws of the state of its incorporation, and that it is in good standing in all jurisdictions where it conducts business. In addition, Populus represents and warrants that it has the right to grant Customer a license to the Terminal Services and that is shall indemnify Customer for any breach of such warranty pursuant to Section 21 of the Agreement. SUBJECT ATTY/AGR.2025.005/Populus Technologies, INC (SaaS Agreement) (Page 25 of 34)