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