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<br />Consulting Services Agreement between City of San Leandro and Last revised 05/24/2022 <br />Flock Group Inc. for Community Safety Cameras with ALPRs Exhibit A – Page 8 of 11 <br />required by law, City will not share its account or password with anyone, and must protect <br />the security of its account and password. City is responsible for any activity associated <br />with its account. City shall be responsible for obtaining and maintaining any equipment and <br />ancillary services needed to connect to, access or otherwise use the Services. City will, at <br />its own expense, provide assistance to Flock, including, but not limited to, by means of <br />access to, and use of, City facilities, as well as by means of assistance from City personnel <br />to the limited extent any of the foregoing may be reasonably necessary to enable Flock to <br />perform its obligations hereunder, including, without limitation, any obligations with respect <br />to Support Services or any Installation Services. <br />3.2 Agency Representations and Warranties. City represents, covenants, and warrants that <br />City will use the Services only in compliance with this Agreement and all applicable laws <br />and regulations, including but not limited to any laws relating to the recording or sharing of <br />video, photo, or audio content. Although Flock has no obligation to monitor City’s use of <br />the Services, Flock may do so and may prohibit any use of the Services it believes may be <br />(or alleged to be) in violation of the foregoing. <br />4. CONFIDENTIALITY; AGENCY DATA <br />4.1 Confidentiality. To the extent allowable by applicable FOIA and state-specific Public <br />Records Acts, each Party (the “Receiving Party”) understands that the other Party (the <br />“Disclosing Party”) has disclosed or may disclose business, technical or financial <br />information relating to the Disclosing Party’s business (hereinafter referred to as <br />“Proprietary Information” of the Disclosing Party). Proprietary Information of Flock includes <br />non-public information regarding features, functionality and performance of the Services. <br />Proprietary Information of City includes non-public data provided by City to Flock or <br />collected by Flock via the Unit, including the Footage, to enable the provision of the <br />Services, which includes but is not limited to geolocation information and environmental <br />data collected by sensors built into the Units. The Receiving Party agrees: (i) to take the <br />same security precautions to protect against disclosure or unauthorized use of such <br />Proprietary Information that the party takes with its own proprietary information, but in no <br />event will a party apply less than reasonable precautions to protect such Proprietary <br />Information, and (ii) not to use (except in performance of the Services or as otherwise <br />permitted herein) or divulge to any third person any such Proprietary Information. Flock’s <br />use of the Proprietary Information may include processing the Proprietary Information to <br />send City alerts, such as when a car exits City’s neighborhood, or to analyze the data <br />collected to identify motion or other events. The Disclosing Party agrees that the foregoing <br />shall not apply with respect to any information that the Receiving Party can document (a) is <br />or becomes generally available to the public, or (b) was in its possession or known by it <br />prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without <br />restriction by a third party, or (d) was independently developed without use of any <br />Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the <br />Receiving Party from disclosing the Proprietary Information pursuant to any judicial or <br />governmental order, at which time the Parties agree that the Receiving Party will give the <br />Disclosing Party reasonable prior notice of such disclosure. For clarity, Flock may access, <br />use, preserve and/or disclose the Footage to law enforcement authorities, government <br />DocuSign Envelope ID: A2405AE9-3231-4579-AE9F-5EEB698E5268