FILLER SECURITY STRATEGIES, INC. 1

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way disclose to a third party the Confidential Information of the other party. The parties may use the Confidential Information of the other party solely as necessary to perform its obligations or exercise its rights under this Agreement. A party shall immediately give authorized use or disclosure of Confidential notice to the other party of any un other party in remedying any such unauthorized Information. Each party shall assist the use or disclosure of Confidential Information. Each party agrees not to communicate any information to the other party in violation of the proprietary rights of any third party. Confidential Information shall not include information which: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) the receiving party can demonstrate by written evidence that the information in question was rightfully in the receiving party's possession at the time of disclosure, without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of or access to the disclosing party's Confidential Information or otherwise in breach of this Agreement; or (iv) is required to be disclosed pursuant to any applicable laws, rules, regulatory authority, court order or other legal process to do so, provided that the receiving party shall, promptly upon learning that such disclosure is required, give written notice of such disclosure to the disclosing party. 6. DAMAGES: IN NO EVENT SHALL CONSULTANT OR CLIENT BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR DAMAGES ARISING FROM LOSS OF USE, LOSS OF CONTENT OR DATA OR ANY ACTUAL OR ANTICIPATED DAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED (INCLUDING NEGLIGENCE), AND EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. RIGHTS: CLIENT acknowledges and agrees that CONSULTANT shall retain all rights, title and interest in and to any pre-existing know-how, technology, tools, templates or information used by CONSULTANT in performing the Services hereunder ("Tools). CLIENT is not given any right, title or interest in the Tools. CONSULTANT and CLIENT reserve all rights not expressly granted to either party in this Agreement. The failure of CLIENT or CONSULTANT to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between CLIENT and CONSULTANT. AGREED AND ACCEPTED: By. For the City of Santa Ana Name DAVID N. REAM Title: City Manager Date: L-8-09 Filler Security Strategies -Santa Ana Agreement Letter, November 2008 By:U _ !.rX.1n For Filler Security Strategies, Inc. Name: 1)1J , L" Ak/- Title: Y ro J%',J Date: