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8 <br />attached Designated Agent and Point of Contact forms located in Annex B, attached and <br />incorporated by reference herein. <br />All confidential information of either party disclosed to the other party in connection with the <br />services provided hereunder will be treated by the receiving party as confidential and restricted <br />in its use to only those uses contemplated by the terms of this Agreement. Any information to be <br />treated as confidential must be clearly marked as confidential prior to transmittal to the other <br />party. Neither party shall disclose to third parties, the other party's confidential information <br />without written authorization to do so from the other party. Specifically excluded from such <br />confidential treatment shall be information that: (i) as of the date of disclosure and/or delivery, <br />is already known to the party receiving such information; (ii) is or becomes part of the public <br />domain, through no fault of the receiving party; (iii) is lawfully disclosed to the receiving party <br />by a third party who is not obligated to retain such information in confidence; or (iv) is <br />independently developed at the receiving party by someone not privy to the confidential <br />information. <br />X. SUBCONTRACTING AND SUBGRANTING <br />If the County of Orange subcontracts or subgrants any or all of the work required under this <br />Agreement, the County of Orange agrees to include in the subcontract or subgrant that the <br />subcontractor /subgrantee is bound by the terms and conditions of this MOA. The County of <br />Orange agrees to include in the subcontract/subgrant that the subcontractor /subgrantee shall hold <br />the Department of Crime Control and Public Safety, Division of Emergency Management <br />harmless against all claims of whatever nature arising out of the subcontractor's performance of <br />work under this MOA, to the extent allowed and required by law. If the County of Orange <br />subcontracts/subgrants, a copy of the executed subcontract/subgrant agreement must be <br />forwarded to the Division of Emergency Management within ten (10) days of execution of said <br />subcontract/subgrant. Contractual arrangement shall in no way relieve the County of Orange of <br />its responsibilities to ensure that all funds issued pursuant to this grant be administered in <br />accordance with all state and federal requirements. The County of Orange is bound by the terms, <br />conditions and restrictions of the U.S. Department of Homeland Security, Office of Domestic <br />Preparedness, FY 2003 State Homeland Security Grant Program Part II Guidelines and <br />Application Kit (Annex Q. <br />XI. COMPLIANCE WITH LAW <br />The County of Orange shall be wholly responsible for the work to be performed under this MOA <br />and for the supervision of its employees and assistants. The County of Orange shall be <br />responsible for compliance with all laws, ordinances, codes, rules, regulations, licensing <br />requirements and other regulatory matters that are applicable to the conduct of its business and <br />work performance under this MOA, including those of federal, State, and local agencies having <br />appropriate jurisdiction. <br />FY2003 DHS SHSGP Part II Memorandum of Agreement 4 of 6 <br />