OTHER-2024-055 Procurement of Public Safety Software Consulting Services

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Docusign Envelope ID:A0400265-F3F7-4308-BB98-2C447EA2C29C 6 c. Consultant Confidential Information. By virtue of this Agreement, the Customer will have access to confidential information and materials of the Consultant that are provided to the Customer after the execution of this Agreement and so designated in writing(collectively,the "Consultant Confidential Information"). Consultant Confidential Information does not include information that (i) is already in the Customer's possession at the time of disclosure by the Consultant, (ii) is or becomes part of public knowledge other than as a result of any action or inaction of the Customer, (iii) is obtained by the Customer from an unrelated third party without a duty of confidentiality, or (iv) is independently developed by the Customer. The Customer shall not use Consultant Confidential Information for any purpose other than in furtherance of this Agreement and the activities described herein. The Customer shall not disclose Consultant Confidential Information to any third parties except as otherwise permitted hereunder. The Customer shall maintain Consultant Confidential Information with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. The Customer shall promptly advise the Consultant in writing of any misappropriation or misuse of Consultant Confidential Information of which the Customer becomes aware. d. Exclusions. Notwithstanding the foregoing, this Agreement shall not prevent the Consultant from disclosing Customer Confidential Information or the Customer from disclosing Consultant Confidential Information to the extent required by a judicial order or other legal obligation; provided, however, that, in such event, the Party from which disclosure is sought shall promptly notify the other Party to allow intervention (and shall cooperate with the Party from which disclosure is sought)to contest or minimize the scope of the disclosure (including application for a protective order). Further, Each Party may disclose the terms and conditions of this Agreement(i) in confidence,to legal counsel, (ii) in confidence,to accountants,and (iii) in connection with the enforcement of this Agreement or any rights hereunder. e. Equitable Relief. The Consultant acknowledges that unauthorized use or disclosure of Customer Confidential Information could cause the Customer irreparable harm for which its remedies at law would be inadequate, and, similarly, the Customer acknowledges that unauthorized use or disclosure of Consultant Confidential Information could cause the Consultant irreparable harm for which its remedies at law would be inadequate. Accordingly, each Party acknowledges and agrees that the other Party will be entitled, in addition to any other remedies available to it at law or in equity,to the issuance of injunctive relief enjoining any breach or threatened breach of its obligations hereunder. 6. Warranties. a. Authority. The Consultant represents, warrants and covenants to the Customer that the Consultant has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained. b. No Implied Warranties. The Customer agrees that (i)the Consultant is not the manufacturer or distributor of any of the products or services subject to the Services (collectively, the "Third-Party Products"), (ii) the warranties and representations, if any, applicable to any of the Third-Party Products (including, without limitation, their respective specifications) are those of the manufacturer or distributor thereof and not the Consultant, and (iii) the Page 4 of 19