25F - AGMT - OUTDOOR ADVERTISING SRVS

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(c) This Agreement has been duly authorized, executed, and delivered by the City, and the execution, delivery, and performance by the City of this Agreement does not and will not violate or constitute a default under the organizational documents of the City or any other covenant, contract, agreement, or understanding to which it is a party or by which it or any of its properties or assets is bound or affected; provided, however, that the foregoing does not cover or include legal restrictions or recorded documents for any proposed City Sign Location, it being understood that All Vision shall investigate such matters with the good faith cooperation of City. (d) The City has not received any notice of any actions, suits, proceedings, or investigations pending or threatened against the City that individually or in the aggregate are reasonably likely to result in any material adverse effect on the business, properties, or assets, or the condition, financial or otherwise, of the City or in any Impairment of the City's ability to perform its obligations under this Agreement. (e) The City is the owner of the City Property or has a right and interest In the City Property sufficient to empower and entitle it (1) to grant to All Vision the rights granted in this Agreement and (2) to enter into valid and binding Site Agreements granting All Vision permission, revocable only on the terms provided in those Site Agreements, to construct Signs in City Sign Locations in accordance with the terms of this Agreement. 8.3 Breach of Representations. A breach by one of the parties of any of its representations made in this Article 8 will constitute a breach of this Agreement by that party and, if uncured, will entitle the other party to its remedies provided in this Agreement. However, the non - breaching party will not be entitled to any tort remedies or to rescind this Agreement, regardless of whether those remedies would otherwise be available at common law or in equity. Article 9 CONFIDENTIALITY 9.1 Use and Disclosure of Confidential Information. (a) Except as authorized hereunder, each party to this Agreement shall hold in confidence, not disclose and not permit any person any direct or indirect access to any Confidential Information of the other party except as permitted by this Agreement. As used in this Article 9, with respect to each item of Confidential Information, the following definitions apply: "Disclosing Party" means the party that disclosed information to the other. "Receiving Party" means the party that received Information from the other. "Confidential Information' means all information that is supplied or made available by or on behalf of a party to another party, whether before or after the date hereof, that the Receiving Party knows, or has a reasonable basis for believing, is confidential, including intellectual property, trade secrets and the terms and conditions of this Agreement. (b) A Receiving Party may disclose Confidential Information of a Disclosing Party to the Receiving Party's employees, officers, governing body members, professional advisors and agents (those persons, the Receiving Party's "Representatives ") to the extent necessary to enable that party to perform this Agreement, enforce its rights under this Agreement, or comply with applicable law, on Ffa 25F -16