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In Process <br />Consulting Services Agreement between City of San Leandro and HdL Last revised [10/06/2021] <br /> Page 12 of 17 <br /> <br />examination and audit of the State Auditor, at the request of City or as part of any audit of <br />the City, for a period of 3 years after final payment under the Agreement. <br /> <br />9.4 Confidentiality; Software Use and Warrant; Records. <br /> <br />Consultant will comply with the requirements of the applicable laws, ordinances and/or <br />regulations concerning the confidentiality of tax records. <br /> <br />As used herein, the term “proprietary information” means all information, techniques, <br />processes, services or material that has or could have commercial value or other utility in <br />Consultant’s Business, including without limitation: Consultant’s (i) software, computer or <br />data processing programs; (ii) data processing applications, routines, subroutines, <br />techniques or systems; (iii) desktop or web-based software; (iv) audit, tax or fee <br />collection/administration or business processes, methods or routines; (v) marketing plans, <br />analyses and strategies; and (vi) materials, techniques and intellectual property used. <br />Except as otherwise required by law, City must hold in confidence and may not use (except <br />as expressly authorized by this Agreement) or disclose to any other party any proprietary <br />information provided, learned of or obtained by City in connection with this Agreement. The <br />terms of this Section 9.4 do not apply to any information that is public information or <br />information that must be disclosed by the City pursuant to state and federal law, including <br />Government Code section 6250 et seq., the California Public Records Act. <br /> <br />If access to any software which Consultant owns is provided to City as part of this Agreement <br />(including, without limitation, if City chooses to subscribe to such software and reports option <br />as part of the Services) (such Consultant-owned software is, collectively, the “Software”), <br />Consultant hereby provides a limited, non-exclusive, non-transferable license to City for the <br />use by such of City’s staff as may be designated from time to time by City and approved by <br />Consultant in writing to use the Software pursuant to and during the Term of this Agreement. <br />The Software must only be used by such authorized City staff, and City must not sublicense, <br />sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive <br />the source code of the Software. The license granted hereunder does not imply ownership <br />by City or any of City’s staff of the Software nor any rights of City or any of City’s staff to <br />sublicense, transfer or sell the Software, or rights to use the Software for the benefit of <br />others. City may not create (or allow the creation of) any derivative work or product based <br />on or derived from the Software or documentation, nor modify (or allow the modification of) <br />the Software or documentation without the prior written consent of Consultant. In the event <br />of a breach of this provision (and without limiting Consultant’s remedies), such modification, <br />derivative work or product based on the Software or documentation is hereby deemed <br />assigned to Consultant. Upon termination of this Agreement or this Software license, this <br />Software license will be deemed to have expired and City must immediately deactivate, <br />cease using and remove, delete and destroy all the Software (including, without limitation, <br />from City’s computers and network). Consultant warrants that the Software will perform in <br />accordance with the Software’s documentation. <br /> <br />DocuSign Envelope ID: BCD08FE9-787B-40EF-808D-44E4B85F65EF