Agmt 2004 MBIA MuniServices Company

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the confidentiality of its own confidential information, which shall be no less than reasonable care, and shall not make disclosure of the Confidential Information to any third party without the written consent of the Disclosing Party, except to employees, consultants or agents to whom disclosure is necessary to the performance of this Agreement and who are bound by a duty of co~dentiality. Information shall not be deemed confidential if it (i) is rightfully known to the receiving party prior to receipt from the disclosing party as reasonably evidenced by such party; (ii) becomes known to the receiving party from a source other than one who is under an obligation of confidentiality to the disclosing party; or (iii) becomes publicly known or otherwise ceases to be confidential other than by an unauthorized act. At all times, in accordance with Graham-Leach Bliley and other applicable State and Federal regulations, taxpayer information containing Personally Identifiable Information, as defined in applicable regulations, shall be held in the strictest confidence by MMC. 4.2 If a subpoena or other legal process in any way concerning Confidential Information is served upon a party to which Confidential Information has been disclosed ("Recipient"), the Recipient shall promptly notify the Disclosing Party and shall cooperate with the Disclosing Party, at the tatter's expense, in any lawful effort to contest the validity of such subpoena or other legal process. 4.3 The parties agree that a breach of the terms of Section 4.1 or 4.2 would result in irreparable injury to the non-breaching party far which a remedy in damages would be inadequate. The parties agree that in the event of such breach or threatened breach, the non-breaching party shall be entitled to, in addition to any other remedies available at law or in equity, seek an injunction to prevent the breach or threatened breach. 4.4 The obligation of confidentiality as set forth in Section 4.1 shall continue for a period of three (3) years from the date of disclosure of the information, provided, however, that for any information which constitutes a Trade Secret (as defined by applicable law), the obligation of confidentiality shall continue during the entire term of this Agreement and shall survive the termination of this Agreement indefinitely. 5. TERM AND TERMINATION 5.1 Term. This Agreement shall be effective as of the date of the last signature hereto and shall continue in full force and effect for a period of three (3) years. Thereafter, this Agreement shall automatically renew for successive three (3) year periods. In the event that either party desires to terminate this Agreement upon the expiration of any term, it shall provide notice to the other party of its intent not to renew no less than sixty (60) days prior to the renewal date. 5.2 Termination of Addendum. At any time and for any reason or no reason, CITY may terminate any Addendum, or all Addenda attached hereto, effective on no less than sixty (60) days notice. Notwithstanding termination of all applicable Addenda, this Agreement shall remain in full force and effect until not renewed in accordance with Section 5.1 above. Termination of any Addendum, all Addenda, or any combination of multiple applicable Addenda shall be governed by the provisions of Section 5.4 below. 5.3 Event of Default. Any of the following shall constitute an event of default ("Event of Default") under this Agreement or any applicable Addendum: (a) CITY fails to pay any amount when due hereunder (after ten (10) days prior written notice of such failure to pay), or (b) a material breach by either party of this Agreement. If an Event of Default occurs, the non-breaching party shall notify the breaching party of the Event of Default and provide the breaching party thirty (30) days to cure (except in the case of non- payment for which the cure period shall be ten (10) days) or such amount of time as is reasonable given the circumstances. If the breaching party fails to effect cure within the time allowed, then the non-breaching party may, at its option, terminate this Agreement effective immediately upon notice. 5.4 Effect of Termination. Notwithstanding non-renewal or termination of this Agreement pursuant to Sections 5.1, 5.2 or 5.3 above, CITY shall be obligated to pay MMC for services performed through the effective date of termination for which Consultant has not been previously paid. In addition, because the services performed by MMC prior to termination may result in CITY's receipt of revenue after termination which are subject to MMC's fee in accordance with each applicable Addendum, CITY shall remain obligated after termination to provide to MMC such information as is necessary for MMC to calculate the compensation due as a result of this receipt of revenue by CITY and CITY shall remain obligated to pay MMC's invoices therefore in accordance with the terms of this Agreement.