GRIFFIN REALTY & STRUCTURES & ADVISORS, INC.

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7. CONFIDENTIALITY: If Griffin receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Griffin agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of Griffin disclosed in a publicly available source; (c) is in rightful possession of Griffin without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by Griffin without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE: Griffin covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. NOTICES: Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. mail, postage prepaid, or via facsimile, and addressed as follows: TO CITY: Santa Ana Community Development Agency 20 Civic Center Plaza (M-25) P.Q. Box 1988 Santa Ana, California 92702-1988 facsimile: (714) 647-5360 Attn: Executive Director John Reekstin TO GRIFFIN: Griffin Structures, Inc. 305 Second Street Laguna Beach, California 92651 facsimile (949) 497-8883 Attn: Roger Torriero, CEO