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without an obligation to maintain its confidentiality prior to receipt from other <br />party; (ii) is or becomes generally known to the public without violation of this <br />Agreement; (iii) is obtained by Licensee in good faith from a third party having <br />the right to disclose it without an obligation of confidentiality; (iv) is <br />independently developed by Licensee without the participation of individuals who <br />have had access to the Confidential Information or (v) is required to be disclosed <br />by court order or applicable law, provided that Licensee promptly notifies <br />Licensor in order for the disclosing party to have an opportunity to seek an <br />appropriate protective order. The Licensee shall not obtain, by virtue of this <br />Agreement, any rights title or interest in any Confidential Information of the <br />Licensor. Within fourteen (14) days after termination of this Agreement, each <br />party shall certify in writing to Licensor that all copies of Licensor's Confidential <br />Information in any form, including partial copies, have been destroyed or returned <br />to Licensor. <br />(b) Licensor acknowledges that the Licensee is a governmental agency and may be <br />required to disclose certain information under requests made according to <br />provisions of the Public Records Act. Licensee shall give notice to Licensor of <br />any request for the disclosure of any information set apart and marked <br />"confidential," "proprietary" or "trade secret" by Licensor. Licensor shall then <br />have five (5) days from the date it receives such notice to enter into an agreement <br />with Licensee providing for the defense of, and complete indemnification and <br />reimbursement for all costs (including plaintiffs attorney's fees) incurred by <br />Licensee in any legal action to compel the disclosure of such information under <br />the Public Records Act. Licensor shall have the sole responsibility for the defense <br />of the actual proprietary or trade secret designation of such information. The <br />parties understand and agree that any failure by Licensor to respond to the notice <br />provided by Licensee and/or to enter into an agreement with Licensee, as set forth <br />above, shall constitute a complete waiver by Licensor of any nondisclosure or <br />confidentiality rights hereunder with respect to such information, and such <br />information shall be disclosed by Licensee pursuant to applicable procedures <br />required by the Public Records Act. <br />Coplogic — DORS Setup and License Agreement 7 <br />