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insolvency or liquidation law, whether domestic or foreign, and whether voluntary <br />or involuntary, which is not resolved favorably to the subject party within ninety <br />(90) days of commencement thereof, or (iii) becomes subject to property seizure <br />under court order, court injunction or other court order which has a material <br />adverse effect on its ability to perform hereunder. <br />(b) Effect of Termination. In the event of termination of this Master Renewal Agreement CITY <br />shall immediately pay all outstanding Fees and other amounts owing to CONSULTANT <br />for work completed or services already rendered under this Master Renewal Agreement. <br />1► II ► Y: I►1 I:u: Y 1► <br />(a) Defmition. Each party acknowledges that it may receive Confidential Information from the <br />other party or othelwise in connection with this Master Renewal Agreement. 'Confidential <br />Information" means all information or materialthat the disclosing party treats as confidential and <br />any information relating to third parties that the disclosing party has an obligation to treat as <br />confidential, which is disclosed by or obtained by a party in connection with this Master Renewal <br />Agreement, whether such information is inoral, written, graphic or electronic form, which is: (A) <br />marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, or (B) <br />known by the PARTIES to be considered confidential or proprietary, or (C) which should be <br />known or understood to be confidential or proprietary by an individual exercising reasonable <br />commercial judgment in the circumstances. Confidential Information does not include <br />infomlation to the extent that such information: (i) is or becomes generally known to the public <br />by any means other than a breach of the obligations of a receiving party hereunder; (ii) was <br />previously known to the receiving party as evidenced by its written records; (iii) is tightly <br />received by the receiving party from a third party who is not under an obligation of <br />confidentiality; or (iv) is independently developed by the receiving party without reference to or <br />use of the other party's Confidential Information which such independent development can be <br />established by evidence that would be acceptable to a court of competent jurisdiction. <br />(b) Confidentiality Obligations. Each of the PARTIES agrees: <br />to maintain the Confidential Information of the other party in confidence and to take all <br />reasonable steps, which shall be no less than those steps it takes to protect its own <br />confidential and proprietary information, to protect the Confidential Information of the <br />other party from unauthorized use, disclosure, copying or publication; <br />ii. not to use the Confidential Information of the other party other than in the course of <br />exercising its rights or performing its obligations under this Master Renewal Agreement; <br />iii. not to disclose or release such Confidential Information except to the extent required by <br />applicable law or during the course of or in connection with any litigation, arbitration or <br />other proceeding based upon or in connection with the subject matter of this Master <br />Renewal Agreement, provided that the receiving party shall first give reasonable notice <br />to the disclosing party prior to such disclosure so that the disclosing party may obtain a <br />protective order or equivalent and provided that the receiving party shall comply with <br />any such protective order or equivalent <br />25D-17 <br />