Visionary Integration Professionals LLC Master Services Agreement Amnd1 20230512

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Master Services MSA between City of San Leandro and 11/17/2021 VIP for Accela Improvements Page 16 of 18 will be used only for the purposes of this Agreement and related internal administrative purposes. Each Party agrees to protect the other’s Confidential Information at all times and in the same manner as each protects the confidentiality of its own confidential materials, but in no event with less than a reasonable standard of care. 11.2 Confidential Information does not include information which: (a) is already known to the other Party at the time of disclosure; (b) is or becomes publicly known through no wrongful act or failure of the receiving Party; (c) is independently developed without use or benefit of the other’s Confidential Information; (d) is received from a third party which is not under and does not thereby breach an obligation of confidentiality; or (e) is a public record, not exempt from disclosure pursuant to California Public Records Act, Government Code Section 6250, et seq., applicable provisions of California Welfare and Institutions Code, or other State or Federal laws, regardless of whether such information is marked as confidential or proprietary. 11.3 Disclosure of the Confidential Information will be restricted to the receiving Party’s employees, consultants, suppliers, or agents on a “need to know” basis in connection with the Services, who are bound by confidentiality obligations no less stringent than these prior to any disclosure. The receiving Party may disclose Confidential Information pursuant to legal, judicial, or administrative proceeding or otherwise as required by law; provided that the receiving Party shall give reasonable prior notice, if not prohibited by applicable law, to the disclosing Party and shall assist the disclosing Party, at the disclosing Party’s expense, to obtain protective or other appropriate confidentiality orders, and further provided that a required disclosure of Confidential Information to an agency or Court does not relieve the receiving Party of its confidentiality obligations with respect to any other party. 11.4 Except as to the confidentiality of trade secrets, these confidentiality restrictions and obligations will terminate three (3) years after the expiration or termination of the Agreement, unless the law requires a longer period. Upon termination or expiration of the Agreement or upon written request of the disclosing Party, the receiving Party shall promptly return to the disclosing Party or destroy all documents, notes, and other tangible materials representing the disclosing Party’s Confidential Information and all copies, including electronic copies, unless retention is otherwise permitted under the Agreement. This obligation to return materials or copies does not extend to automatically generated computer back-up or archival copies generated in the ordinary course of the receiving Party’s information systems procedures, provided that the receiving Party shall make no further use of such copies and that the requirements of this Agreement, including this Section Error! Reference source not found. shall continue to apply to such materials or copies. Section 12. 12.1 “Intellectual Property” means patents, copyrights, trademarks, trade secrets and other proprietary information, including proprietary or licensed tools, templates, methods and know -how, and any derivatives thereof. 12.2 Deliverables created specifically for City pursuant to this Agreement are the property of City Deliverables”). Deliverables do not include VIP's IP including proprietary or licensed tools, templates, methods, and know-how, and any derivatives thereof (“VIP IP”). All VIP IP shall remain the sole and exclusive property of VIP. DocuSign Envelope ID: 9F9DB541-0E42-4025-BA38-8A30B1B769DBDocuSign Envelope ID: A6E6ED1E-C240-4C45-AFA2-3D4A68C228A1