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or disclosure of Confidential Information or violation of any state, or federal laws <br /> related thereto. Upon request, the City shall provide the County with its policies <br /> and procedures on confidentiality. The County may require changes to such <br /> policies and procedures as they apply to this Contract whenever the City <br /> reasonably determines that changes are necessary to prevent unauthorized <br /> disclosures. The City shall make the changes within the time period specified <br /> by the County. Upon request, the City shall immediately return to the County <br /> any Confidential Information that the County reasonably determines has not <br /> been adequately protected by the City against unauthorized disclosure. <br /> C. Unauthorized Use or Disclosure. The City shall notify the County within five (5) <br /> working days of any unauthorized use or disclosure of any confidential <br /> information, and shall take necessary steps to mitigate the harmful effects of <br /> such use or disclosure. <br /> D. Personally identifying information must never be sent electronically unless sent <br /> via a secure file transfer. <br /> X. COPYRIGHT <br /> Unless otherwise provided, all Materials produced under this Contract shall be <br /> considered "works for hire" as defined by the U.S. Copyright Act and shall be <br /> owned by the County. The County shall be considered the author of such <br /> Materials. In the event the Materials are not considered "works for hire" under the <br /> U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and <br /> interest in all Materials, including all intellectual property rights, moral rights, and <br /> rights of publicity to the County effective from the moment of creation of such <br /> Materials. <br /> "Materials" means all items in any format and includes, but is not limited to, data, <br /> reports, documents, pamphlets, advertisements, books, magazines, surveys, <br /> studies, computer programs, films, tapes, and/or sound reproductions. <br /> "Ownership" includes the right to copyright, patent, register and the ability to <br /> transfer these rights. <br /> For Materials that are delivered under the Contract, but that incorporate pre- <br /> existing materials not produced under the Contract, the City hereby grants to the <br /> County a nonexclusive, royalty-free, irrevocable license (with rights to sublicense <br /> to others) in such Materials to translate, reproduce, distribute, prepare derivative <br /> works, publicly perform, and publicly display. The City warrants and represents <br /> that the Contractor has all rights and permissions, including intellectual property <br /> rights, moral rights and rights of publicity, necessary to grant such a license to the <br /> County. <br /> The City shall exert all reasonable effort to advise the County, at the time of <br /> delivery of Materials furnished under this Contract, of all known or potential <br /> Exhibit A <br /> HCS-21-29-2101-198 <br /> City of Everett <br /> Page 10 of 13 <br />