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California Department of Justice <br />Memorandum of Understanding <br />Exhibit B, Miscellaneous Provisions <br />in connection with the performance of this MOU. Such defense and payment will be <br />conditional upon the following: <br />a. The State will notify the Agency of any such claim in writing and tender the <br />defense thereof within a reasonable time; and <br />b. The Agency will have sole control of the defense of any action on such claim <br />and all negotiations for its settlement or compromise; provided that (i) when <br />substantial principles of government or public law are involved, when litigation <br />might create precedent affecting the future State operations or liability, or <br />when involvement of the State is otherwise mandated by law, the State may <br />participate in such action at its own expense with respect to attorneys' fees <br />and costs (but not liability; (ii) where a settlement would impose liability on the <br />State, affect principles of California government or public law, or impact the <br />authority of the State, the State will have the rights to approve or disapprove <br />any settlement or compromise, which approval will not unreasonably be <br />withheld or delayed; and (iii) the State will reasonably cooperate in the <br />defense and in any related settlement negotiations. <br />5. CONFIDENTIALITY OF DATA: All financial, statistical, personal, technical and <br />other data and information relating to the State's operation which are designated <br />confidential by the State and made available to the Agency in order to carry out this <br />MOU, or which become available to the Agency in carrying out this MOU, shall be <br />protected by the Agency from unauthorized use and disclosure through the <br />observance of the same or more effective procedural requirements as are <br />applicable to the State. If the methods and procedures employed by the Agency for <br />the protection of the Agency data and information are deemed by the State to be <br />adequate for the protection of the State's confidential information, such methods <br />and procedures may be used, with the written consent of the State, to carry out the <br />intent of this paragraph. The Agency shall not be required under the provisions of <br />this paragraph to keep confidential any data or information which is or becomes <br />publicly available, is already rightfully in the Agency's possession without obligation <br />of confidentiality, is independently developed by the Agency outside the scope of <br />this MOU, or is rightfully obtained from third parties. <br />6. NEWS RELEASES: Unless otherwise exempted, news releases, endorsements, <br />advertising, and social media content pertaining to this MOU shall not be made <br />without prior written approval of the DOJ. <br />7. MOU MODIFICATION: No amendment or variation of the terms of this MOU shall <br />be valid unless made in writing, signed by the parties and approved as required. No <br />oral understanding or agreement not incorporated in the MOU is binding on any of <br />the parties. <br />Page 3 of 5 <br />