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<br />Page 3 of 8 <br />Master Services Agreement | City of Santa Ana <br /> <br /> <br />same degree of care in safeguarding the Confidential Information as it would with its own confidential information, <br />and in no event shall apply less than a reasonable standard of care to prevent disclosure. The Receiving Party shall <br />promptly notify the Disclosing Party of any unauthorized disclosure or use of the Confidential Information. The <br />Receiving Party shall cooperate and assist the Disclosing Party in preventing or remedying any such unauthorized use <br />or disclosure. The term “Confidential Information” does not include, and the obligations and undertakings set out in <br />this section do not apply to: (a) Information which now is in the public domain or publicly known at the time of <br />disclosure or hereafter comes into the public domain or generally known through no fault of the Receiving Party, <br />otherwise than by reason of breach of this Agreement; (b) Information the disclosure of which is requested or required <br />by law, regulation, court order or a regulatory agency, provided that, prompt notice of such requested disclosure shall <br />be given to the Disclosing Party, if legally permitted, so that Disclosing Party may seek appropriate remedy to prevent <br />such disclosure or waive compliance with the provisions of this Agreement and the Receiving Party, its directors, <br />officers, employees, agents and advisers shall reasonably co-operate with the Disclosing Party, at the Disclosing <br />Party’s sole cost and expense, if the Disclosing Party elects to challenge the validity of such requirement and/or take <br />such steps as the Disclosing Party may reasonably require to avoid or limit such disclosure; (c) Information that was <br />previously known to the Receiving Party free of any obligation of confidentiality; (d) Information that is independently <br />developed by the Receiving Party without reference to or use of the Confidential Information; or (e) Information that <br />is disclosed to the Receiving Party by a third party not under or in violation of, as the case may be, any confidentiality <br />undertaking to the Disclosing Party. Subsections (a) through (e) of this paragraph notwithstanding, the parties agree <br />that the technology behind the Providers Services and Systems is Confidential Information and is a trade secret of <br />Provider. <br /> <br />10. Default and Termination. If either party defaults in the performance of any obligation under this agreement, then <br />the non-defaulting Party must give written notice to the defaulting Party specifically describing the nature of default <br />and clearly notifying the defaulting party that the written notice is being provided pursuant to this provision. The <br />defaulting Party shall have thirty (30) days after receipt of notice of default to cure. If it is not reasonable to cure the <br />default within 30 days, then the right to cure period shall be extended to a reasonable cure period as long as the <br />defaulting Party has made good faith attempts to cure the default. Upon termination of this Agreement, Provider shall <br />remove all hardware and software Systems except for the cabling and conduit which shall become the property of the <br />Customer. Provider shall have the right to immediately terminate this Agreement if Customer breaches the <br />Confidentiality or Non-Disclosure provisions of this Agreement. <br /> <br />11. Insurance. <br /> <br />Coverage shall be at least as broad as: <br />1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an <br />“occurrence” basis, including products and completed operations, property damage, bodily injury and personal <br />& advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either <br />the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general <br />aggregate limit shall be twice the required occurrence limit. <br />2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if <br />Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident <br />for bodily injury and property damage. <br />3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s <br />Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. <br />4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit <br />no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. <br />If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the Customer <br />requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any <br />available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available <br />to the Entity.