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EXHIBIT 2 <br />include all nonpublic information. Confidential information includes not only written <br />information, but also information transferred orally, visually, electronically, or by other means. <br />Confidential information disclosed to either party by any subsidiary and/or agent of the other <br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure <br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, <br />through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the Authority. For the avoidance of any doubt, the <br />confidentiality obligations set forth in this section 7 (Confidentiality) are in addition to, and shall <br />not be interpreted as conflicting with, the confidentiality obligations separately set forth in the <br />SaaS Subscription Agreement incorporated herein as Exhibit A. <br />8. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under <br />this Agreement. <br />9. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, in the manner provided in this Section, to <br />the following persons: <br />To Authority: Housing Authority for the City of Santa Ana <br />Community Development Agency <br />20 Civic Center Plaza (M-27) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />And: <br />Authority General Counsel <br />City of Santa Ana <br />20 Civic Center Plaza (M-29) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />To Consultant: Yardi Systems, Inc. <br />430 S. Fairview Ave. <br />Goleta, CA 93117 <br />Attn: EVP <br />And: Yardi Systems, Inc. <br />430 S. Fairview Ave. <br />Goleta, CA 93117 <br />3 <br />5-27 <br />