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11. CONFIDENTIALITY <br /> Provider may, during the course of providing services hereunder or in relation to this Agreement <br /> have access to, and acquire knowledge regarding personnel, materials, data, systems, legal, <br /> economic development, tax, and/or other information which may not be accessible or known to the <br /> general public. Any such knowledge acquired by the Provider shall not be used, published or <br /> divulged by the Provider to any person, firm or other entity without prior written approval of the <br /> County unless such use, publication or divulgence is in the direct furtherance of the provision of <br /> services set out in this Agreement. Provider specifically agrees that the foregoing confidentiality <br /> obligation applies to the terms of this Agreement and any information disclosed to the Provider in <br /> any document provided to the Provider by the County. Provider agrees to be bound by the terms <br /> of this section of this Agreement in perpetuity. <br /> 12. RECORD AND/OR DOCUMENT RETENTION AND SECURITY <br /> Provider agrees to maintain all records and/or documents of, or related to, the employment and <br /> services set out in this Agreement on the property of the County, specifically, Financial Services <br /> office in the office of the Director. In the event the removal of such records and/or documents <br /> from the property of the County is necessary for the furtherance of the employment and provision <br /> of services set out in this Agreement the Provider agrees to maintain such records and/or <br /> documents in a safe and secure location. Provider agrees that upon the conclusion of the <br /> provision of services to the County it will leave all records and/or documents and things <br /> accumulated in the furtherance of the provision of services set out in this Agreement in a safe and <br /> secure location upon the property of the County, specifically, Financial Services. <br /> 13. NONAPPROPRIATION <br /> Provider acknowledges that County is a governmental entity, and the contract validity is based <br /> upon the availability of public funding under the authority of its statutory mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance of County's <br /> obligations under this contract, then this contract shall automatically expire without penalty to <br /> County thirty (30) days after written notice to Provider of the unavailability and non-appropriation of <br /> public funds. It is expressly agreed that County shall not activate this non-appropriation provision <br /> for its convenience or to circumvent the requirements of this contract, but only as an emergency <br /> fiscal measure during a substantial fiscal crisis. <br /> In the event of a change in the County's statutory authority, mandate and mandated functions, by <br /> state and federal legislative or regulatory action, which adversely affects County's authority to <br /> continue its obligations under this contract, then this contract shall automatically terminate without <br /> penalty to County upon written notice to Provider of such limitation or change in County's legal <br /> authority. <br /> 14. SEVERABILITY <br /> Should any word, sentence, paragraph or clause of this Agreement be determined to be unlawful, <br /> it shall have no bearing or impact on the remaining terms of the Agreement which shall remain <br /> fully enforceable as if the unlawful word, sentence, paragraph, or clause had been absent from the <br /> initial drafting of the Agreement. <br /> Revised April 2010 3 <br />