Everett Gospel Mission 7/2/2021 (2)

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