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8 CONFIDENTIALITY <br /> 8.1 City Information To Be Kept Confidential <br /> [Vendor] acknowledges that it may be provided access to confidential data of the City that is not <br /> subject to disclosure pursuant to RCW Chap. 42.17. [Vendor] is not authorized to remove City <br /> data from City premises. [Vendor] shall use its best efforts: (1)not to,at any time, disclose or <br /> disseminate confidential data embodied in the data to any other person, firm, organization,or <br /> employee who does not need to obtain access thereto consistent with[Vendor] obligations under <br /> this Agreement; (2) not to disclose or disseminate such confidential data to any third party; and <br /> (3) to ensure that all persons working for[Vendor] protect City's confidential data against <br /> unauthorized use,dissemination,or disclosure. [Vendor]'s obligations under this section shall <br /> not apply to any information that is or becomes available without restriction to the general public <br /> by acts not attributable to City or its employees. <br /> 8.2 [Vendor]Confidential Information <br /> It is understood and agreed that City does not wish to receive from [Vendor]any confidential <br /> information of[Vendor] or of any third party. [Vendor] represents and warrants that any <br /> information provided to City in the course of entering into this Agreement or performing work <br /> hereunder shall not be confidential or proprietary of[Vendor]. [Vendor]'s architecture and <br /> implementation of its Software are confidential,proprietary and kept by[Vendor] as a trade <br /> secret. [Vendor] acknowledges,however, that the City is subject to RCW Chap.42.17. <br /> Therefore, if a request is made for disclosure of the data structures, tables, links,architecture,or <br /> implementation of Software,the City agrees to make reasonable efforts to notify[Vendor] so <br /> that[Vendor] may,if it chooses,contest disclosure in the manner allowed by RCW Chap. 42.17 <br /> or any other applicable law. City of Everett will not accept liability for loss of Cities Digital <br /> intellectual property in the event of a public disclosure response. <br /> 9 INTELLECTUAL PROPERTY RIGHTS <br /> All Software provided hereunder is and shall remain the property of[Vendor], or,if licensed by <br /> [Vendor], the licensor. [Vendor]represents and warrants that: (1)it is and will be either the sole <br /> author of,or duly licensed and authorized to use, all works employed by[Vendor] in preparing <br /> any and all Software; (2)it has and will have full and sufficient right to assign or grant the rights <br /> and/or licenses in the Software and(3) all Software provided to the City do not and will not <br /> infringe any patents,copyrights,trademarks,or other intellectual property rights(including trade <br /> secrets),privacy or similar rights of any third party,nor has any claim(whether or not embodied <br /> in an action,past or present)of such infringement been threatened or asserted,nor is such a <br /> claim pending against[Vendor] (or,insofar as [Vendor] is aware,any entity from which <br /> [Vendor]has obtained such rights). <br /> 10 WARRANTIES <br /> 10.1 [Vendor] warrants and represents that [Vendor] will make and will use its best efforts to <br /> eliminate bugs or errors. <br /> City of Everett/Gtechna Software Agreement <br /> Page 5 7/25/2018 <br />