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this Agreement, Employer has no obligation under this Agreement to maintain the confidentiality <br /> of Proprietary Information or otherwise to refrain from disclosing Proprietary Information unless <br /> such Proprietary Information is so marked as "Proprietary." <br /> 3. Vera or Vera P.C. acknowledge and agree that information <br /> regarding the amounts paid by Employer to Vera or Vera P.C. are examples of items that are not <br /> Proprietary Information. Such non-confidential items include for example: this Agreement, <br /> invoices, budgets, service orders and similar documents provided to Employer relating to costs <br /> paid by Employer(such as Reimbursable Charges and the Admin PPPM Fee). All of these may <br /> be made public without notice to Vera or Vera P.C. <br /> 4. If Employer receives a records request under the State <br /> Transparency Laws that requests any Proprietary Information marked as"Proprietary,"then <br /> Employer shall give written notice to Vera and Vera P.C.,together with the City's preliminary <br /> determination as to whether the requested Proprietary Information is subject to disclosure under <br /> the State Transparency Laws. If such notice states that Employer intends to disclose any <br /> Proprietary Information marked as"Proprietary,"then the notice will also state the date of <br /> intended disclosure,which will not be less than ten business days after the delivery of the notice. <br /> If Vera or Vera P.C. desires that such Proprietary Information not be disclosed and believes that <br /> it has a legal basis to prevent disclosure, Vera or Vera P.C. shall commence an action in <br /> Snohomish County Superior Court before the disclosure date to enjoin disclosure. Employer has <br /> no obligation to provide any notice regarding records that are not marked"Proprietary"and <br /> Employer may release such unmarked records to the requester without notice to Vera or Vera <br /> P.C. <br /> 5. Notwithstanding anything to the contrary in this Agreement, <br /> Employer has no liability whatsoever to Vera or Vera P.C. for the disclosure of any Proprietary <br /> Information when that disclosure is required by the State Transparency Laws or an order <br /> applying the State Transparency Laws entered by the Snohomish County Superior Court or a <br /> Washington appellate court. <br /> 10.13 Force Majeure. None of the parties shall be liable to any of the other parties, or <br /> any third party, for failure to perform their obligations and responsibilities required herein in the <br /> event of strikes, lock-outs, acts of God, unavailability of supplies, or other events over which a <br /> party has no control for so long as such events continue and for a reasonable period of time <br /> thereafter, nor shall they be liable to any of the other parties for failure to perform any such <br /> obligations and responsibilities required herein in the event of strikes, lock-outs, natural disasters <br /> or acts of God, unavailability of supplies or other events over which such party has no control for <br /> so long as such events continue and for a reasonable period of time thereafter. <br /> 10.14 Independent Contractors. The parties hereto acknowledge that Vera, Vera P.C. and <br /> Employer are "independent contractors" and nothing in this Agreement is intended nor shall be <br /> construed to create a partnership,joint venture relationship, or to allow Employer to exercise control <br /> 17 <br />