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Confidential Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in connection with this Agreement and then only if such Representative is either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information. 8.2 Exceptions. The obligations of this Section 8 shall not apply with respect to any particular portion of the Confidential Information if receiving party can prove by appropriate documentation that such Confidential Information (i) was known to the receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was already in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is required by law or government order to be disclosed by the receiving party, provided that the receiving party shall (i) notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential Information to be treated by such governmental authority as trade secrets and as confidential, and (iii) use its commercially reasonable efforts at its expense to obtain such other protective orders and protections with respect thereto as the disclosing party may reasonably request. 8.3 Contract Use Disclosure. The terms and conditions of this Agreement may be used by either party to disclose the terms and conditions to other local agencies in an effort to exhibit the following: the terms and conditions as fair and reasonable, or to determine the best value, 01' for marketing purposes, or to fmther business development. 9. DISCLOSURE OF AGREEMENT: INTERLOCAL ARRANGEMENTS. 9.1 Disclosure of Agreement Terms. The terms and conditions of this Agreement may be disclosed by either party to other public agencies for the purpose of such other agencies purchasing services under this Agreement pursuant to an interlocal or cooperative arrangement with Client. In addition, Granicus may disclose the terms and conditions of this Agreement in an effort to show that the terms offered to another public agency are fair and reasonable or to determine the best value. It is understood that Granicus shall not be precluded from disclosing the terms and conditions of its form of Service Agreement to any other third party at Granicus' sole discretion and for any reason. 9.2 Included Parties: Interlocal Agreement. Pursuant to any intel'local, intergovernmental, or other such cooperative agreement with Client, Granicus will accept orders from, and will furnish the Granicus Software, Hardware, Professional Services, and Managed Services as outlined in the Proposal to any governmental agency or other public entity authorized by Client to use the Proposal, based upon substantially the same terms and conditions of this Agreement, with the exception of price schedules. [Please insert the agencies with which you have lnterlocal Agreements with here] 9.3 Political Subdivision Participation. Granicus agrees to supply, sell, and contract separately with other similar or related political subdivisions (e.g., colleges, school districts, counties, cities, etc.) of Client, based upon substantially the same terms and conditions of this Agreement, with the exception of price schedules, in an effort to establish the terms and conditions GRANICUS. INC. SERVICE AGREEMENT 6 V crsi()11 4.1.2