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<br />THE PARTIES AGREE AS FOLLOWS: <br />I. Confidential Information. For purposes of this Agreement the term "Confidential <br />Information" means the GIS Data described in Exhibit 2 and any additions or extracts <br />from it that may be provided to or developed by the Recipient. "Confidential <br />Information" shall also mean information that is official and proprietary. <br />2. Use of Confidential Information. The Confidential Information is being made <br />available to the Recipient in confidence so that the Recipient will have the Confidential <br />Information the Recipient needs to perform the services for HBPOA described on Exhibit <br />I. The Recipient may load and use the GIS Data on the Recipient's computer equipment <br />and may distribute the any work product created using the GIS Data to the HBPOA for <br />use by the HBPOA, subject to the License Agreement. The Confidential Information <br />may not be used for any other purpose. <br />3. Protection of Confidential Information. The Recipient shall not disclose any <br />Confidential Information described in this Agreement that the Recipient receives from <br />the HBPOA or City to any other person, firm, agency, or corporation, or use the <br />Confidential Information for the Recipient's benefit except as provided herein. The <br />Recipient shall use the Recipient's best good faith efforts to protect the confidentiality of <br />the Confidential Information and shall follow the information security standards <br />described in Exhibit 3. Notwithstanding the forgoing, Recipient shall in no case use less <br />than reasonable care to prevent the unauthorized use or disclosure of the Confidential <br />Information. <br />4. Excluded Information. Information shall not be deemed to be Confidential <br />Information and the Recipient shall have no obligation to protect as confidential <br />information which: <br /> a. is already known to the Recipient through lawful channels of <br /> communication; or <br /> b. is or becomes publicly known through no wrongful act of the Recipient; or <br /> c. is rightfully received from a third party without similar restriction and <br /> without breach of this Agreement; or <br /> d. is independently developed by the Recipient without breach of this <br /> Agreement; or <br /> e. is furnished to a third party by the City without a similar restriction on the <br /> third party's rights; or <br /> f. is approved for release by written authorization of the City. <br />Information Security Standards 2 <br />