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CompuNet, Inc. <br /> MUTUAL NON-DISCLOSURE AGREEMENT <br /> This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into as of the 1st day of June, 2021 <br /> "Effective Date" between CompuNet, Inc. (hereinafter"CompuNet"),with an office at 1111 S. Silverstone Way, Ste <br /> 200, Meridian, Idaho 83642; and the City of Everett(hereinafter"City"), with an office at 2930 Wetmore Ave, <br /> Everett, WA 98021 (City and CompuNet each a "Party" and collectively the "Parties"). <br /> WHEREAS, the City and CompuNet desire to complete an Application Security Assessment, which will result in <br /> CompuNet providing a report to the City of assessment results (the "Report"), and <br /> WHEREAS,the parties mutually intend that this Agreement govern confidentiality and disclosure of the Report. <br /> NOW,THEREFORE, in consideration of the foregoing recitals and the covenants contained herein,the parties agree as <br /> follows: <br /> 1. Subject to the provisions of this Agreement, each Party agrees that it will keep the Report confidential and will <br /> not disclose the Report to third parties. <br /> 2. CompuNet acknowledges that the City is subject to the Washington Public Records Act, chapter 42.56 RCW <br /> and other Washington statutes related to open government (collectively, the "Act"). If the City receives a records <br /> request under the Act that requests the Report, then the City will give reasonable written notice to CompuNet, and <br /> the City and CompuNet will meet and confer. The City has no obligation to provide such notice for anything that is not <br /> the Report. If the City determines that the Report must be disclosed under the Act and CompuNet disagrees with that <br /> determination, then CompuNet shall be given an opportunity to commence an action for an order against such <br /> disclosure in Snohomish County Superior Court before the disclosure date. Notwithstanding anything to the contrary <br /> in the Agreement, the City has no liability whatsoever to CompuNet for the disclosure of the Report when that <br /> disclosure is consistent with the Act or with an order applying the Act entered by the Snohomish County Superior Court <br /> or a Washington appellate court. <br /> 3. The Report may also be disclosed to third parties as follows: <br /> a. If the Report is, or becomes, public knowledge through no wrongful act or omission by the disclosing <br /> Party, then neither Party has any further non-disclosure or confidentiality obligations regarding the <br /> Report; <br /> b. The Report may be disclosed by a Party with the other Party's prior written authorization; or <br /> c. The Report may be disclosed by operation of law. <br /> 4. Except as provided in this Agreement, in no event shall a Party disclose to the other Party any confidential <br /> information belonging to a third party, and the disclosing Party assumes full responsibility and liability for any failure <br /> to abide by this requirement. Subject to the foregoing, all information supplied by a Party is provided on an AS-IS <br /> basis only,with no warranty or representation of any kind having been made or to be implied. <br /> 5. Each Party shall safeguard the Report, and any tangible embodiments thereof, against unauthorized <br /> disclosure. <br /> CompuNet—Mutual Non-Disclosure Agreement-1 <br />