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<br />5. Disclosure Under Legal Process. The Recipient may, without breach of this
<br />Agreement, disclose Confidential Information under a court order issued by a court of
<br />competent jurisdiction. However, Recipient shall make no disclosure under this section
<br />prior to giving notice, as described below, to the City and HBPOA of the judicial
<br />requirement and giving the City or HBPOA the opportunity to obtain a protective order
<br />or take other legal recourse. Recipient shall promptly notify by phone the City Manager
<br />of the City of Pleasant on at (925) 931-5002 and the HBPOA General Manager at (925)
<br />734-6500, and follow up with a detailed report in writing within one (I) day addressed to
<br />the City Manager at P.O. Box 520, Pleasanton, CA 94566 and the HBPOA General
<br />Manager at 4473 Willow Road, Suite 105, Pleasanton, CA 94588.
<br />6. Actions In The Event Of Disclosure. If Confidential Information is lost, stolen or
<br />otherwise compromised, the Recipient shall promptly notify the City Manager of the City
<br />of Pleasanton by phone at (925) 931-5002 and follow up with a detailed report in writing
<br />within ten (10) days addressed to the City Manager at P.O. Box 520, Pleasanton, CA
<br />94566. A coordinated effort by the Recipient and HBPOA shall be made to recover such
<br />Confidential Information.
<br />7. Return Or Destruction Of Confidential Information. All copies of Confidential
<br />Information received by the Recipient pursuant to this Agreement whether in electronic,
<br />optical, magnetic, printed, or any other form shall be and remain the property of City, and
<br />all such Confidential Information and, at the conclusion of the specific project identified
<br />on Exhibit 1, any copies or extracts thereof, shall be promptly returned to the HBPOA or
<br />City or destroyed at City's option.
<br />8. No Implied Licenses. Except as expressly set forth in this Agreement no rights or
<br />licenses are granted to the Recipient with respect to the GIS Data under any of the City's
<br />copyrights, patents, trade secrets, or other intellectual property rights.
<br />9. Effective Date. This Agreement shall be effective from the date it is approved by
<br />the City and, shall remain in force so long as the Recipient is not in breach of this
<br />Agreement and the Recipient continues to have a need to use the GIS Data to provide the
<br />services described in Exhibit 1. HBPOA or the City may terminate this Agreement at any
<br />time, with or without cause upon ten (10) days written notice to the Recipient.
<br />10. Indemnity. The Recipient shall indemnify and hold harmless, and, ifrequested,
<br />shall defend the City, HBPOA, and their officers, agents, and employees against any and
<br />all tangible and intangible loss, damage, injury, liability, and claims thereoffor injury to
<br />or death of a person, or loss of or damage to property, resulting directly or indirectly from
<br />the Recipient's or the Recipient's agents' use or possession of the GIS Data pursuant to
<br />this Agreement, except to the extent that such indemnity is void or otherwise
<br />unenforceable under applicable law in effect on the date of this Agreement and except
<br />where such loss, damage, inj ury, liability or claim is the result of the willful misconduct
<br />or sole active negligence ofthe City or HBPOA and is not contributed to by any act of, or
<br />by any omission to perform some duty imposed by law or agreement on the City,
<br />HBPOA, or their officers, agents, or employees.
<br />Information Security Standards 3
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