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NONDISCLOSURE AND PROTECTIVE AGREEMENT THIS NONDISCLOSURE AND PROTECTIVE AGREEMENT ("Agreement"), effective when executed by the parties, is made by and between CI Technologies, Inc. i"Recipient"), a I'lorida corporation, and the City of Santa Ana ("City"), to protect the confidential or proprietary nature of information to he disclosed by City to Recipient, pursuant to the provision of software development and maintenance services, under the same parameters and subject ta the same penalties with respect to disclosure nf information deemed "conUdendarao set forth in California Civil Code Section }4l6etseq. ACCORDINGLY, the parties hereto and their counsel agree that the to I lowing terms and conditions sh a I[ govern the use of Confidential Information provided to Recipient in accordance with any Request: 1� "Confidentia||nformaton"*suaedhereinmeansnnynndaUinh`rmaUnnprovNedbyCkytuRedpient pursuant to the provision of 1APro" internal affairs software and BlueTeam "field support" software, and maintenance, including any information that is in written, oral or other tangible or intangible form. Such information may include but is not limited to, personnel files and criminal history record information, which is designated as "confidential" or "proprietary" by City in the belief that itcontains confidential personnel or law enforcement information. Data containing Confidential Information and all copies thereof shall remain the property uf City, and no copies thereof shall be made ar retained by Recipient !n the provision ofservices, This Agreement governs all Confidential information whether produced, revealed or disclosed to Recipient byCity, 3. Recipient acknowledges, covenants and agrees: a. All Confidential Information shall be and shall remain the exclusive property of the City; In. Confidential Information shall not be revealed or disclosed by Recipient without the prior written consent nf City and except as provided for io this Agreement; c� To receive in confidence any Confidential Information; to limit access to such Confidential Information to authorized agents and/or employees, as described in paragraph 4, who have a need to know the Confidential Information; and not tu disclose such Confidential Information to others or authorize anyone else to disclose such Confidential Information to others without the prior written consent of City; d� All persons receiving access to Confidential Information shall treat it as confidential and shall not disclose it nor afford access to it to any other person not authorized by City and this Agreement to obtain said Confidential Information; e� No copies shall be made of any Confidential Information, whether by Photostat, electronic, mechanical, database or other means, without the prior written consent ofCity. [ To return promptly to City at City's expense, or, at City's option, to destroy any and all copies of Confidential Information in written, graphic or other tangible form. Any Confidential Information retained in data retained hyrecipients shall remain subject to the terms o(this Agreement.