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� The obligations with respect to Confidential information shall survive the termination of the software license and maintenance agreements; h, Neither disclosure of Confidential Information nor this Agreement shall be construed as a license to make, use or sell the Confidential Information or any products derived therefrom; and Neither the Confidential Information nor the act of disclosure shall constitute a grant of any license, nor shall they constitute any representation, warranty, assurance or guarantee by City with respect tn the infringement uf right of privacy, oru[ any third persons. 4. Except as provided in this paragraph 4, persons receiving Confidential Information shall not disclose or divulge such information to any other person. With the prior written consent of City, RecipientIs) may disclose Confidential Information to an expert, agent, consultant or employee of Recipent(s) as necessary to assist Recipients(s) with regard to the software license and/or maintenance provided to City, Prior to the disclosure of such Confidential Information to any such expert, agent, consultant or employee, Reciplent(s) shall: (a) give City prior notice of the identity and affiliation of any such person; (b) require any such person to read and sign the Security Addendum, in the form of Appendix A which is attached hereto, agreeing to abide by the terms of this Agreement; and (c) cause tobe delivered tnCity a copy of such agreement. All persons receiving access to Confidential Information shall treat it as confidential and shall not disclose it nor afford access toit to any other person not authorized bythis Agreement to obtain said information nor shall such information be used in any other manner orfor any other purpose than provided in this Agreement. NoCopies shall be made nf any Confidential Information or any part thereof without prior written consent ofCity. 5. These obligations du not apply to Confidential Information which, as shown byo preponderance nf tangible proof: a. Was in Recipient's possession priorto receiptthereof from City; or b� Was received by Recipient in good faith from a third party not subject to a confidential obligation to City; ur C. Now is or later becomes publicly known through no breach of confidential obligation by Recipient, or its agents o, employees, or any third party; u/ d, VVaodcvc}npedbyRetp|eniwith*utthedevr|opinKpenmn($havin0accesskzC*^fidertiu| Information received from City or is developed independently by Reciplent(s) without any portion of the development having been based on the Confidential Information, 6. If Recipient is required to divulge or disclose any such Confidential Information in testimony, examination, exhibits or briefs in any legal proceeding or administrative, Recipient shall contact City nt least three (3) business days prior to such use to determine the appropriate protections to be imposed in order to ensure the confidential and proprietary nature of the information against disclosure to any persons not bound by this Agreement, If Recipient is compelled to divulge or disclose any such Confidential Information in testimony, examination, exhibits or briefs in any legal or administrative proceeding, recipients shall contact Santa «na City Attorney immediately upon notification nfany requiremenito disclose the confidential information, City shall have the right to contest any such request at its own expense, In the event City contests a request, the information shall be forwarded to the City. Attorney and they will be in possession and be considered the custodian of the records.