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Cycom hereby agrees to exercise reasonable care in safeguarding the confidentiality of <br />the City's data and information to which it may become privy in performance of this Agreement. <br />B. Confidentiality by City <br />The City hereby agrees that: <br />1. The Product received by the City from Cycom under this Agreement, <br />whether received orally, in writing, or in any other medium, are, and shall be, treated as the <br />confidential property of Cycom; <br />2. The City shall exercise at least the same degree of care to safeguazd the <br />confidentiality of the Product as the City would exercise to safeguard the City's confidential <br />property; <br />3. Neither the Product, nor any part thereof, received by the City from <br />Cycom under this Agreement shall be duplicated (except for normal security backup purposes) <br />or in any way disclosed to others, in whole or in part, without the prior permission of Cycom. <br />Such prohibition on disclosure and duplication shall not apply to disclosures and duplication by <br />the City to its employees and agents, provided such disclosures and duplications are reasonably <br />necessary to the City's use of the Product; and provided, further, that the City shall take all <br />reasonable steps to ensure that the Product is not duplicated or disclosed by such employees and <br />agents in contravention of this Agreement. <br />C. Survival <br />It is expressly understood and agreed that the obligation of this Section shall survive the <br />expiration or termination of this Agreement or any provision hereof. <br />9. TERMINATION <br />A. Basis for Termination by Cycom <br />Cycom shall have the right to terminate this Agreement without further obligation or <br />liability to the City if: <br />1. The City is delinquent in making payment of any sum due under this <br />Agreement and continues to be delinquent for a period of thirty (30) days after written notice by <br />Cycom of such breach; or, <br />2. The City commits any other material breach of this Agreement and fails to <br />remedy such breach within thirty (30) days after written notice by Cycom of such breach; or, <br />