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marketing concepts, payroll information, methods and techniques in conducting its business; and/or (iv) any other information The City of Santa Ana notifies GEOGRAPHIC SOLUTIONS that it deems proprietary, confidential, or private (collectively referred to as the "Confidential Information"). GEOGRAPHIC SOLUTIONS further recognizes and acknowledges that the Confidential Information and all other aspects of The City of SantaAna's business are and shall remain, as between Santa Ana, and,GEOGRAPHIC SOLUTIONS, The City of Santa Ana's exclusive property and are special and unique. Therefore, GEOGRAPHIC SOLUTIONS covenants and agrees that during and after the term of this Agreement with The City of Santa Ana, other than for the purpose of and as necessary to fulfill its obligations under this Agreement, it will: (a) Limit Disclosure. Not orally or in writing, directly or indirectly, divulge, disclose, communicate, or make available to any person, corporation or any other entity any Confidential Information, other than as necessary to carry out the purposes for which The City of Santa Ana disclosed the Confidential Information to GEOGRAPHIC SOLUTIONS. Should it be necessary for GEOGRAPHIC SOLUTIONS to disclose Confidential Information to a third party (including a permitted subcontractor) or an affiliate of GEOGRAPHIC SOLUTIONS pursuant to this Section 1(a), then GEOGRAPHIC SOLUTIONS shall (i) obtain The City of Santa Anna's prior written consent thereto, (ii) require and obtain written assurance from the third party or affiliate that it will adhere to the confidentiality provisions of this Addendum, and (iii) be responsible for any failure of that third party or affiliate to do so. Furthermore, GEOGRAAHIC SOLUTIONS agrees that any dissemination of Confidential Information within GEOGRAPHIC SOLUITONS own business entities shall be on a "need to know" basis for the sole purpose of the performance of GEOGRPAHIC SOLUTIONS obligations hereunder. (b) Data. Destnictioii upon Tenmination. Deliver to The City of Santa Ana or destroy, within thirty days at the termination of this Agreement, or earlier if so required under this Agreement or requested by The City of Santa Ana, all Confidential Information and other of The City of Santa Ana's property in any form (including magnetic storage media), including but not limited to information, personal notes, reproductions, and other property relating to The City of Santa Ana's business as may then be in GEOGRAPHIC SOLUTIONS possession or control, without restricting The City of Santa Ana from other legal and equitable remedies. As part of this obligation, The City of Santa Ana may require agents or employees of GEOGRAPHIC SOLUTIONS to execute a certification that all Confidential Information and other property of The City of Santa Ana has been either destroyed or returned to The City of Santa Ana. (c) In addition to the limitations on SUBSCRIBER's rights set forth hereof, SUBSCRIBER shall not, at any time, disclose or disseminate the trade secrets embodied in the PROGRAM to any other person, firm, or organization or to any employee or agent of SUBSCRIBER who does not need to obtain access thereto in connection with SUBSCRIBER's exercise of its rights under this Agreement. Under no circumstances may SUBSCRIBER disclose or disseminate such trade secrets to any competitor of GEOGRAPHIC SOLUTIONS. SUBSCRIBER shall devote its best efforts to ensure that all persons afforded access to the PROGRAM protect GEOGRAPHIC SOLUTIONS' trade secrets against unauthorized use, dissemination, or disclosure. 10.5 INFRINGEMENT. If a third party claims that the PROGRAM infringes its patent, copyright, or trade secret, or any similar intellectual property right, GEOGRAPHIC SOLUTIONS will defend SUBSCRIBER against that claim at GEOGRAPHIC SOLUTIONS' expense and pay all damages that a court awards, provided that SUBSCRIBER promptly notifies GEOGRAPHIC SOLUTIONS in writing of the claim, and allows GEOGRAPHIC SOLUTIONS to control and cooperate with SUBSCRIBER in the defense of such claim or any related settlement negotiations. If such a claim is made or appears possible, SUBSCRIBER agrees to permit GEOGRAPHIC SOLUTIONS to enable SUBSCRIBER to Geographic Solutions Virtual pue Stab Subscription page 6