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0 <br /> V <br /> notice is given to the Licensor. The Licensee shall not obtain,by virtue of this Agreement,any rights <br /> title or interest in any Confidential Information of the Licensor. Within fifteen(15)days after <br /> termination of this Agreement, each party shall certify in writing to Licensor that all copies of <br /> Licensor's Confidential Information in any form, including partial copies,have been destroyed or <br /> returned to Licensor. <br /> (b) Licensor acknowledges that the Licensee is a governmental agency and may be required to disclose <br /> certain information under requests made according to provisions of the Public Records Act. <br /> Licensee shall give notice to Licensor of any request for the disclosure of any information set apart <br /> and marked"confidential,""proprietary"or"trade secret"by Licensor. Licensor shall then have <br /> five(5) days from the date it receives such notice to enter into an agreement with Licensee <br /> providing for the defense of, and complete indemnification and reimbursement for all costs <br /> (including plaintiff's attorney's fees) incurred by Licensee in any legal action to compel the <br /> disclosure of such information under the Public Records Act. Licensor shall have the sole <br /> responsibility for the defense of the actual proprietary or trade secret designation of such <br /> information. The parties understand and agree that any failure by Licensor to respond to the notice <br /> provided by Licensee and/or to enter into an agreement with Licensee, as set forth above, shall <br /> constitute a complete waiver by Licensor of any nondisclosure or confidentiality rights hereunder <br /> with respect to such information, and such information shall be disclosed by Licensee pursuant to <br /> applicable procedures required by the Public Records Act. <br /> (c)Licensee shall protect the deliverables resulting from Services with at least the <br /> same degree of care and confidentiality,but not less than a reasonable standard of care, which <br /> Licensee utilizes for Licensee's Confidential Information. <br /> (d) The terms of this Section 12 shall survive termination of this Agreement. Licensor and Licensee <br /> acknowledge that any breach of this Section 12 by Licensee will irreparably harm Licensor. <br /> Accordingly,in the event of a breach, Licensor is entitled to promptly seek injunctive relief in <br /> addition to any other remedies that the disclosing party may have at law or in equity. <br /> 13. RELATIONSHIP BETWEEN THE PARTIES <br /> Licensor is, and at all times shall remain, an independent contractor solely responsible for all acts of its <br /> employees, agents,or sub consultants, including any negligent acts or omissions. Licensor is not <br /> Licensee's agent, and shall have no authority to act on behalf of the Licensee, or to bind the Licensee <br /> 6 <br />