20A - AA 2008 HOMELAND SECURITY GRANT

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C. KCC Payments. KCC shall be responsible for the payment of all KCC personnel. D. Invoices Required. Excluding any initial payment, Customer shall pay KCC only on the submission of itemized invoices(s) for the products ren- dered. No payment shall be issued prior to receipt of material or service and correct invoice. E. Article IV. CONFIDENTIALITY A. General. To the extent authorized by applicable law, including the California Public Records Act, Government Code §§ 6250 et seq., the parties hereto agree to keep confidential any information identified as confidential by the disclosing party, using meth- ods at least as stringent as each party uses to protect its own confidential information. "Confidential Information" shall in- clude KCC's research and development plans and reports, the computer code for the UA Software and KCC Software (both source and object code), the functionality or manner of operation of any computer code (including without limitation screen designs and flows), or any other designs, techniques, methods, specifications, drawings, sketches, processes, trade secrets, product information, print-outs, formulae, samples, prototypes, systems and components, marketing or pro- motional information, and any other information marked confidential or accompanied by correspondence indicating such information is confidential exchanged between the parties hereto. Confidential Information also includes information relating to the disclosing party's business or financial affairs, such as financial results, business methods, pricing, competitor and product information and all other information designated as confidential. Except as may be authorized in advance in writing by KCC, Customer shall grant access to the Confidential Information only to its own employees involved in installing and maintaining the KCC Software, and Customer shall require such employees to be bound by this Agreement as well. In ad- dition, Customer shall not permit any personnel or Authorized User to remove any proprietary or other legend or restrictive notice contained or included in any material provided by KCC. The confidentiality and use obligations set forth above apply to all or any part of the Confidential Information disclosed hereunder except to the extent that: 1. KCC or Customer can show by written record that it possessed the information prior to its receipt from the other party; 2. The information was already available to the public or became so through no fault of the KCC or Customer; 3. The information is subsequently disclosed to KCC or Customer by a third party that has the right to disclose it free of any obligations of confidentiality; or 4. Is independently developed by the other party without breach of this Agreement. B. Improper Disclosure. KCC and Customer acknowledge that any use or disclosure of Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the other parties irreparable damage for which remedies other than injunctive re- lief may be inadequate, and each party agrees that the other party shall be entitled to receive from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies. Customer shall advise KCC if a request for information deemed confidential is made. In the event that KCC does not per- mitdisclosure, KCC shall indemnify, defend, and hold harmless Customer from any suits or damages resulting from KCC's failure to disclose. C. Survival of Conditions. The terms and provisions of this Article shall survive the termination of this Agreement, for any reason, for a period of five (5) years, unless otherwise agreed upon by the parties. D. Improper Acts. Customer and Authorized Users shall not attempt to reverse engineer, translate, decompile or disassemble the object code of the KCC Software and Customer agrees to use its best efforts to prevent reverse engineering, translation, decompilation and disassembly of the object code of the KCC Software by its authorized users. Article V. OWNERSHIP 1. KCC shall own all computer software and data KCC develops in the performance of its obligations under this Agree- gage 2 = 12