NEC CORPORATION OF AMERICA, INC. - 2011-164

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f. If Vendor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Vendor's right to be paid for its time and materials expended prior to notification of termination. Vendor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. Billing/Invoices (a) Billing is according to Generally Accepted Accounting Principles. Fees for licenses, products, and services specified throughout this agreement are billable per the schedules specified. Payment terms are net thirty (30) days from receipt of proper invoice. City will make a good faith effort to begin processing invoices for payment immediately upon receipt. (b) Invoices shall be mailed to: Attn: Carl J. Marek City of Santa Ana Telecommunications Services (M -77) P.O. Box 1988 Santa Ana, CA 92702 -1988 • City will pay invoices 30 days after receipt of proper invoice and approval of service by the Telecommunications Coordinator. • The Agreement number must appear on all invoices. • No purchase orders will be issued. • All invoices must show the breakdown of work performed and products provided. 6. Confidentiality If Vendor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Vendor 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 the Vendor disclosed in a publicly available source; (c) is in rightful possession of the Vendor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Vendor without reference to information disclosed by the City.