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<br /> 9. Confidentiality
<br /> 9.1 City Information To Be Kept Confidential
<br /> Trapeze acknowledges that it may be provided access to confidential date of the Customer that is not subject to
<br /> disclosure pursuant to RCW Chap. 42.17. Trapeze shall use its best efforts: (1) not to, at any time, disclose or
<br /> disseminate confidential data embodied in the date to any other person, firm, organization, or employee who does
<br /> not need to obtain access thereto consistent with Trapeze obligations under this Agreement; (2) not to disclose or
<br /> disseminate such confidential data to any third party; and (3) to ensure that all person working for Trapeze protect
<br /> Customer's confidential data against unauthorized use, dissemination, or disclosure. Trapeze's obligations under
<br /> this section shall not apply to any information that is or becomes available without restriction to the general public
<br /> by acts not attributable to Trapeze or its employees.
<br /> 9.2 Trapeze Confidential Information
<br /> Trapeze's Software. documentation, specifications, data structures, links, architecture, and implementation of its
<br /> Software are confidential, proprietary and kept by Trapeze as a trade secret. The Customer agrees to maintain in
<br /> confidence, and not disclose, the confidential and/or proprietary information of Trapeze. Trapeze acknowledges,
<br /> however, that the Customer is subject to RCW Chap. 42.17 and RCW Chap.42.56. Therefore, if a request is made
<br /> for disclosure of the date structures, tables, links architecture, or implementation of Software, the Customer agrees
<br /> to make reasonable efforts to notify Trapeze so that Trapeze may, if it chooses, contest disclosure in the manner
<br /> allowed by RCW Chap. 42.17 and RCW Chap. 42.56, or any other applicable law. These obligations shall survive
<br /> any termination of this Agreement.
<br /> 10. Media and Publication Upon reasonable notice and consultation with the Customer,Trapeze shall be entitled
<br /> to publish press releases and other general marketing information related to this Agreement and the work done
<br /> hereunder. Except for the foregoing, and subject to the requirements of the law, including RCW Chap. 42.17 and
<br /> RCW Chap. 42.56, neither party will communicate with representatives of the general or technical press, radio,
<br /> television, or other communication media regarding the work performed under this Agreement without the prior
<br /> written consent of the other party.
<br /> 11. Intellectual Property Indemnification Trapeze will defend Customer in respect of any claims
<br /> brought against Customer by a third party based on the claim that the Trapeze Software or the Trapeze Equipment
<br /> infringes the intellectual property rights of that third party. Trapeze will pay any award rendered against Customer
<br /> by a court of competent jurisdiction in such action,provided that Customer gives Trapeze prompt notice of the claim
<br /> and Trapeze is permitted to have full control of any defense. If all or any part of the Trapeze Software or Trapeze
<br /> Equipment becomes, or in Trapeze's opinion is likely to become, the subject of such a claim, Trapeze may either
<br /> modify the Trapeze Software or Trapeze Equipment to make it non-infringing, or procure the right for the
<br /> Customer's use of the System. This is Trapeze's entire liability concerning intellectual property infringement.
<br /> Trapeze will not be liable for any infringement or claim based upon any modification of any part of the System
<br /> developed by Customer, or use of the System in combination with software, hardware, or other technology not
<br /> supplied or approved in advance by Trapeze, or use of any part of the System contrary to this Agreement or the
<br /> Documentation.
<br /> 12. Exclusion of Liability
<br /> a) Trapeze and Customer do not rely on and will have no remedy arising from any statement, representation,
<br /> warranty or understanding(whether negligently or innocently made)of any person(whether party to this Agreement
<br /> or not) other than as expressly set out in this Agreement. The only remedy available to Customer for breach of
<br /> warranty is for breach of contract under the terms of this Agreement.This does not preclude a claim for fraud.
<br /> b) Except as otherwise provided in Sections 5, 7.9,and 11 of this Agreement.Trapeze does not guarantee the
<br /> privacy, security, authenticity or non-corruption of any information transmitted through the internet or any
<br /> information stored in any system connected to the internet. Trapeze shall not be responsible for any claims,
<br /> damages, costs or losses whatsoever arising out of or in any way related to Customer's connection to or use of the
<br /> internet.
<br /> City of Everett
<br /> Everett,Washington Page 6 of 20 2009
<br /> Trapeze Proprietary and Confidential
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