MANAGED CAREER SOLUTIONS, SPC (2)

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WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement, and in consideration of the mutual promises and covenants herein contained, Discloser and Recipient agree as follows: I. "Confidential Information" shall mean any information relating to said program disclosed by Discloser or potential participants in said program in any form (written, visual, electronic, aural, or otherwise) to Recipient that is treated by Discloser as proprietary, confidential, or a trade secret, including but not limited to, any information related to City employee information or Municipal Utility Service ("MUS") customer or MUS customer account information. 2. The purpose of this Agreement is to enable Recipient to administer and/or carry out said program. Upon execution of this Agreement, Discloser agrees to disclose to Recipient such items of its Confidential Information, which City determines is needed for Recipient to carry out the Purpose of this Agreement. 3. Subject to Section 7 below, Recipient agrees to hold any and all Confidential Information provided to Recipient pursuant to this Agreement in confidence, and to not disclose the Confidential Information to any other parties; provided, however, that Recipient may disclose Confidential Information to those of its respective directors, officers, members, employees, attorneys, and consultants (collectively, the "Representatives") who reasonably require access to the Confidential Information in order to evaluate said program contemplated herein, provided, however, that Recipient shall cause its Representatives to comply with and be bound by the terms of confidentiality and non-use contained herein. Recipient further agrees to not use the Confidential Information in any way, including for the commercial benefit of Recipient or any other party, outside of the express purpose for which it was disclosed to Recipient by Discloser. 4. Within ninety (90) days after the date of receipt of a written notice by the Discloser, Recipient must (i) destroy or return all Confidential Information then in its possession or control, and (ii) destroy all copies containing the Confidential Information and any other items that may have been produced by Recipient that incorporate Confidential Information, and upon the written request of Discloser, will furnish the Discloser with written certification of such destruction under this Section. Notwithstanding the foregoing, the Recipient (i) may retain one copy of the Confidential Information, for the purpose of certifying the scope and nature of the documents received under this Agreement, and (ii) will not be required to destroy any computer files stored securely by the Recipient that are created during automatic system back-up or retained for legal purposes by the Recipient's legal division. 5. All reproductions, copies, or embodiments, in whole or in part, of the Confidential Information created by Recipient shall carry a confidential or proprietary notice similar to that, if any, with which it was submitted to the Recipient. 6. Confidential Information disclosed to Recipient hereunder is and shall remain the exclusive property of Discloser. The confidentiality and use obligations set forth above apply to all or any part of any Confidential Information provided after the Effective Date of this Agreement except to the extent that such Confidential Information: 2