CAMBODIAN FAMILY (7)-2010 - Laserfiche WebLink

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designee ( "Executive Director ") has authority to sign on behalf of the Santa Ana WORK Center. 6. CONFIDENTIALITY: If Cambodian Family receives information, which due to the nature of such information is reasonably understood to be confidential and /or proprietary, such information shall not be used or disclosed except in the performance of this Agreement, and Cambodian Family 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 non- public 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 Cambodian Family disclosed in a publicly available source; (c) is in rightful possession of Cambodian Family without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by Cambodian Family without reference to information disclosed by the City of Santa Ana. DISPUTES: The parties shall first attempt to resolve all disputes informally. Any party may call a meeting of all parties to discuss and resolve disputes. Should informal resolution efforts fail, the dispute shall be referred to the Executive Director to act as mediator, to attempt to resolve the dispute by holding an informal hearing with presentations by both parties. If the Executive Director's resolution efforts fail, any party may file a grievance with the Executive Director for review and hearing. The parties agree to be bound by the final determination resulting from that procedure. All costs associated with the grievance procedure shall be borne by the losing party. 8. SEVERABILITY: if any part of this MOU is found to be null and void, or is otherwise stricken, the rest of this MOU shall remain in force. 9. JURISDICTION: Jurisdiction over any disputes arising under this MOU shall reside in Orange County, California. 10. HOLD HARMLESS CLAUSE: Each party to this MOU agrees to indemnify and hold harmless the other parties, their officers, agents, employees, and volunteers from and against any and all loss or damage, and from any and all suits, actions and claims filed or brought by any person or persons arising out of acts or omissions of the party or its officers, agents, employees or volunteers in the performance of this MOU. City of Santa Ana WORK Center employees will not be entitled to the rights and benefits that Cambodian Family employees receive, in addition, the City of Santa Ana will take frill responsibility for worker's compensation for its employees.