CSA - BSK - Mulford Library [July 20205]

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Consulting Services Agreement between City of San Leandro and July 2025 BSK Associates for Mulford Library Material Testing Page 13 of 17 the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement. 9.4 Proprietary Information. City and Consultant acknowledge and agree that City may receive confidential information from Consultant that is proprietary to Consultant and may contain trade secrets, work processes, or other business information (collectively, “Proprietary Information”). Consultant shall clearly identify such Proprietary Information when provided to City and shall mark Proprietary Information when provided to City in writing. City shall not keep or store Consultant’s written Proprietary Information as part of its regular retention of records and shall dispose of Consultant’s Proprietary Information after review and upon reasonable request by Consultant, unless otherwise prohibited by state or federal law or rules of court. Notwithstanding any other provision of this Agreement, neither party is required to disclose information which it reasonably deems to be proprietary or confidential in nature. The Parties agree that any information disclosed by a party and designated as p roprietary and confidential shall only be disclosed to those officials, employees, representatives, and agents of the other party that have a need to know in order to administer and enforce this Agreement. For purposes of this subsection, the terms “proprietary or confidential” include but are not limited to, information relating to a party’s corporate structure and affiliates, marketing plans, financial information, trade secrets, work processes, or other information that is reasonably determined by a party to be competitively sensitive. A party may make proprietary or confidential information available for inspection but not copying or removal by the other party’s representatives. This subsection, shall not prohibit the disclosure of any documents otherwise required to be disclosed pursuant to the California Public Records Act, California Government Code Section 7920.000 et seq. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to w hich that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of an y provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Docusign Envelope ID: 7D6A54AB-1B88-4DC0-9F5B-FD0DA0A9F23C