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<br />MISC No. CW2255478
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<br />Reviewed By: JRK 060823
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<br />Following expiration or termination of this and upon written request of the other Party, a Party shall return to the
<br />requesting Party any such confidential information which may be in its possession or control, and which has been
<br />properly designated as confidential by the requesting Party; provided, however, that the Party shall not be required
<br />to return the requested information if said information is subject to: a pending public record request; litigation
<br />involving the non-requesting Party; a court order against/involving the non-requesting Party; and/or similar
<br />circumstances.
<br />b. INFORMATION NOT SUBJECT TO SECTION 9
<br />The provisions of this Section 9 shall not be applicable to information which (i) is or becomes generally available
<br />to the public other than as a direct or indirect result of an intentional or inadvertent disclosure by the receiving
<br />Party or anyone to whom the receiving Party transmits the information, (ii) was in the possession of the receiving
<br />Party prior to its disclosure to the receiving by the disclosing Party, provided that such information is not known
<br />to the receiving Party to be subject to another confidentiality agreement with, or other obligation of secrecy to,
<br />the disclosing Party or another party, (iii) becomes available to the receiving Party from a source other than the
<br />disclosing Party, provided that such source is not known to the receiving Party to be subject to another
<br />confidentiality agreement with, or other obligation of secrecy to, the disclosing Party or another Party, or (iv) is
<br />independently developed by the receiving Party, other than in connection with this Agreement.
<br />c. DISCLOSURES REQUIRED BY LAW
<br />Nothing in this Agreement shall be construed to prohibit or limit any of the Parties to this Agreement from
<br />disclosures required or requested under applicable law, regulations, rules or procedures of any governmental
<br />authority including, without limitation, any regulatory agency or court of competent jurisdiction. Each Party shall
<br />promptly notify the other Party upon receipt of a request for disclosure of confidential information, so that such
<br />other Party may, at its own cost and expense, seek a protective order or other appropriate remedy. No Party to
<br />this Agreement shall have any liability whatsoever to the other Party for the disclosure or copying of designated
<br />confidential information where, in the opinion of legal counsel for the disclosing Party, the disclosing Party is
<br />compelled to permit such disclosure or copying or else risk civil or criminal liability or penalty.
<br />10. NO WARRANTIES AND HOLD HARMLESS:
<br />END USER acknowledges that no warranties, implied or expressed, are created under this Agreement; and, that END
<br />USER waives any claim, cause of action or breach of warranty claim which may arise under this Agreement. The
<br />Parties stipulate this waiver is made upon mutual assent and is knowingly and intelligently made.
<br />11. MISCELLANEOUS
<br />d. INTEGRATION CLAUSE
<br />This Agreement sets forth the entire agreement of the Parties and supersedes any and all prior agreements with
<br />respect to the subject matter or this Agreement. The rights and obligations of the Parties hereunder shall be subject
<br />to and governed by this Agreement. The headings used herein are for convenience of reference only and shall
<br />affect the meaning or interpretation of the Agreement.
<br />e. TERMINATION OF AGREEMENT
<br />Either Party may terminate this Agreement at any time for any or no reason with thirty (30) calendar days’ written
<br />notice to the other Party.
<br />f. NON-DISCRIMINATION
<br />i. During the performance of this Agreement, the END USER shall not discriminate in violation of any
<br />applicable federal, state and/or local law or regulation on the basis of race, color, sex, sexual orientation,
<br />religion, national origin, creed, marital status, political affiliation, and/or the presence of any sensory,
<br />mental or physical handicap. This provision shall include but not be limited to the following:
<br />employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay
<br />or other forms of compensation, selection for training, and the provision of services under this
<br />Agreement. In addition, the parties hereby incorporate 41. C.F.R. 60-1.4(a)(7); 29 C.F.R. Part 471,
<br />Appendix A to Subpart A; 41 C.F.R. 60-300.5(a)11; and 41 C.F.R. 60-741.5(a)6; if applicable.
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