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REV: 02-25-26 LF <br />Materials as set forth herein (collectively, “Generated Materials”). Ichi Plan does not <br />claim any ownership interest in the Generated Materials. Customer acknowledges and <br />agrees that: (a) the Generated Materials may be subject to limited, or no, copyright <br />protection and (b) the Generated Materials may not be unique. Accordingly, on behalf of <br />Customer and Customer’s successors and assigns, Customer irrevocably covenants not to <br />assert or bring any suit, claim, demand or challenge against Ichi Plan, or Ichi Plan’s <br />licensors or licensees, in connection with their or our use of such same or similar output. <br />6.CONFIDENTIAL INFORMATION <br />6.1 Confidentiality. “Confidential Information” means any information that one <br />Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in <br />connection with these Terms, whether orally or in writing, that is designated as confidential <br />or that reasonably should be considered to be confidential given the nature of the <br />information and/or the circumstances of disclosure. For clarity, the Services and the <br />documentation will be deemed Confidential Information of Ichi Plan. The Receiving Party <br />will not use or disclose any Confidential Information of the Disclosing Party except as <br />necessary to perform its obligations or exercise its rights under these Terms; provided that <br />Ichi Plan may use and modify Confidential Information of Customer, excluding Third Party <br />IP, in deidentified form for purposes of developing and deriving Aggregate Data. The <br />Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to <br />those of its employees, contractors, agents and advisors who have a bona fide need to know <br />such Confidential Information to perform under these Terms and who are bound by written <br />agreements with use and nondisclosure restrictions at least as protective of the Confidential <br />Information as those set forth in these Terms, or (ii) as such disclosure may be required by <br />the order or requirement of a court, administrative agency or other governmental body Ichi. <br />Plan acknowledges that Customer is a public agency subject to the disclosure requirements <br />of the California Public Records Act, and Customer agrees that it will apply exceptions to <br />the disclosure of Confidential Information of Ichi Plan to the extent permitted by the Act. <br />6.2 Exclusions. Confidential Information will not include any information that: (i) is or <br />becomes generally known to the public through no fault or breach of these Terms by the <br />Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure <br />without an obligation of confidentiality; (iii) is independently developed by the Receiving <br />Party without access to or use of any Confidential Information of the Disclosing Party that <br />can be evidenced in writing; or (iv) is rightfully obtained by the Receiving Party from a <br />third-party without restriction on use or disclosure. <br />7.PUBLICITY. Either Party may, with the other Party’s prior written consent (which will <br />not be unreasonably withheld), use or refer to the other Party’s name, trademarks, service marks, <br />or logos in any marketing materials, business development activities, press releases or other <br />publicity-related matter for the purpose of marketing, publicizing or promoting a Party’s business. <br />8.REPRESENTATIONS AND WARRANTIES; DISCLAIMER <br />8.1 Mutual Representations. Each Party represents and warrants to the other Party that: <br />(i) it has full power and authority to enter into these Terms; and (ii) the execution, delivery <br />ATTY/AGR.2026.050/ICHI Plan, Inc. (AI enabled Software Solution) (Page 21 of 31)