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Agreement No. MA -080-18011416 <br />the date of the invoice. If the sum of the deposits, including interest, exceeds the costs, the County shall <br />reimburse to each Party its prorated share of the excess, within 45 calendar days of the final accounting. <br />Section 9: CONFIDENTIAL COMMUNICATIONS <br />a. The term Confidential Communications shall mean all communications, regardless of form, <br />including documents and oral or written communications, whether prepared by the Parties or by <br />consultants or experts retained by any Party, exchanged by or among the Parties, their non-employee <br />consultants or experts, and/or their counsel, that are: (I) related to the purpose and/or performance of <br />this Agreement; and (ii) privileged or protected from disclosure to adverse or other persons by reason of <br />the attomey-client privilege, the attorney work product doctrine, or the common interest and/or joint <br />defense privilege. The term Confidential Communications does not include any publicly available <br />information. <br />b. The Parties agree that the disclosure of Confidential Communications between or among the <br />Parties or their counsel will not diminish the confidentiality of such materials or constitute waiver of any <br />applicable privilege or protection from disclosure. The Parties intend that all Confidential <br />Communications shall be protected from disclosure and discovery, to the fullest extent allowed by law, <br />including under the common interest and/or joint defense privileges. Inadvertent disclosure of <br />Confidential Communications to third parties shall not constitute waiver of any applicable privilege, and <br />shall be entitled to the fullest protection under the law, including the triggering of ethical obligations for <br />the recipient(s) to return such inadvertently disclosed Confidential Communications. <br />C. The Party providing or disclosing any Confidential Communications to another party to this <br />Agreement, pursuant to this Agreement, shall mark it -as: "PRIVILEGED AND CONFIDENTIAL <br />PURSUANT TO AGREEMENT NO. MA -080-18011416." Communications marked in this or substantially <br />similar manner shall be Confidential Communications. The failure to so mark such communications, <br />however, will not diminish the confidentiality of such communications or constitute waiver of any <br />applicable privilege or protection from disclosure. <br />Page 6 of 23 <br />V6-13-2018 Final for Approval <br />25K-12 <br />