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©E2G2 <br />Certified <br />Local Con[¢�t <br />3. Confidentiality. <br />(a) Licensee agrees that Software is the sole property of E2G2 and includes valuable trade <br />secrets of E2G2. Licensee agrees to treat Software as confidential and will not without the <br />express written authorization of E2G2: <br />(i) Demonstrate, copy, sell or market Software to any third party; or <br />(ii) Publish or otherwise disclose information relating to performance or quality of the <br />Software to any third party; or <br />(iii) Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate the <br />Software or any portion thereof. <br />(b) E2G2 agrees that information provided by Licensee and /or its business license customers <br />(hereinafter "Customer ") is confidential and agrees that it will not disclose such information to <br />any third party without the express written consent of Licensee. E2G2 further agrees: <br />(i) Licensee shall determine what Customer information is confidential and E2G2 shall not <br />disclose such confidential Customer information without the express written consent of <br />Customer. E2G2 will use the business license information provided by Customer solely for <br />business purposes, including calculating the business license tax and for internal diagnostic and <br />evaluation purposes. However, upon the opt -in of the Customer, E2G2 may publish <br />identification information, including name, address and contact information, on E2G2's online <br />business directory, as set forth in Exhibit 1, attached hereto. E2G2 shall provide clear direction <br />to Customer regarding its right to "opt out" of the License Business Directory for any purpose; <br />(ii) E2G2 shall ensure that all of its officials, employees, agents and contractors (each an <br />"Authorized Use ") comply with the terms and conditions of this confidentiality clause; <br />(iii) E2G2 agrees that, to the best of its knowledge, the business license information provided <br />by Licensee's Customer is exempt from public disclosure under the California Public Records <br />Act (California Government Code §6254), and will not allow public inspection of any such <br />record. E2G2 shall immediately notify Licensee of its receipt of a request for such information. <br />(iv) E2G2 shall take all necessary measures to prevent unauthorized access to the business <br />license data by any person other than an Authorized User for permissible purposes, including, <br />without limitation, (i) limiting the knowledge of E2G2 security codes, usernames and any <br />passwords E2G2 may use to those individuals with a need to know, and (ii) requiring each <br />individual E2G2 user to have a unique User ID and password to access the services; <br />(v) E2G2 shall ensure that all devices used by E2G2 to store or access the business license <br />data are placed in a secure location and are accessible only by Authorized Users, and that such <br />devices are secured when not in use; <br />►� <br />