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MILLER MENDEL, INC. PROPRIETARY AND CONFIDENTIAL
<br />information to be confidential, including, but not limited to, personal information of employees, Applicants,
<br />and other Authorized Users, including but not limited to, images, names, addresses, Social Security numbers, e-
<br />mail addresses, telephone numbers, financial profiles, credit card information, driver's license numbers,
<br />medical data, law enforcement records, educational records or other information identifiable to a specific
<br />individual that relates to any of these types of information ("Personally Identifiable Information" or "PIP').
<br />5.10. Confidential Information shall not include information the receiving Party can prove through
<br />evidence is: (1) publicly known through no fault or negligence of the receiving Party; (2) rightfully possessed
<br />by the receiving Party prior to disclosure by the disclosing Party; (3) rightfully obtained by the receiving Party
<br />from a third -party in lawful possession of such Confidential Information without obligation of confidentiality;
<br />(4) independently developed by the receiving Party without reference to or use of Confidential Information;
<br />(5) required to be disclosed by public disclosure law; or (6) necessary to disclose to prevent severe physical
<br />injury to or loss of life of an individual.
<br />5.11. MMI acknowledges that Client, as a public entity, is at all times subject to the California Public
<br />Records Act, as now existing or as amended. If Client receives a public records request for all or any portion of
<br />this Agreement, including any documents or materials provided to Client under this Agreement, generally such
<br />information will be a public record and must be disclosed to the public records requester.
<br />5.12. During the Term of this Agreement, MMI will store and maintain Client Data and Applicant
<br />Data for use and access by Client and its Authorized Users under the terms of this Agreement and the SLA.
<br />MMI will ensure industry standard data encryption methods are in place for storage of Client Data and
<br />Applicant data. The encryption shall meet HIPAA, and PCI standards, as well as those other standards stated in
<br />MMI's eSOPH Security Overview documentation.
<br />5.13. If Client will request or have access to credit card information, Client represents that it is
<br />presently in compliance with, and will remain in compliance with, an approved version of the Payment Card
<br />Industry Data Security Standard, developed and published jointly by American Express, Discover Financial
<br />Services, JCB, MasterCard Worldwide and Visa International ("Card Issuers") or the PCI Security Standards
<br />Council (the "Council"), as applicable, for protecting individual numbers used to identify credit and debit card
<br />accounts and other personally identifiable information relating to the use of such credit and debit card accounts
<br />("Cardholder Information"), as the same may be amended, updated, replaced or augmented by the Card
<br />Issuers and the Council (the "PCI Standard"). Client acknowledges that it may, in connection with performing
<br />its duties in accordance with this Agreement, have access to, or be provided, Cardholder Information. Client
<br />may not commit any act or omission that causes MMI to violate the PCI Standard or to be fined, sanctioned or
<br />penalized by Card Issuers, the Council or any third party for the failure to properly protect, secure, maintain, use
<br />and store Cardholder Information. Client further acknowledges and agrees that, as between Supplier and MMI,
<br />all Cardholder Information is, and will remain, owned by MMI. Client further acknowledges and agrees that
<br />Client is responsible for the security of Cardholder Information that it possesses or controls.
<br />6. WARRANTIES.
<br />6.1. Client represents and warrants that:
<br />6.1.1. Client has full right, power and authority to enter into and perform its obligations according to
<br />the terms of this Agreement;
<br />6.1.2. The Client Data does not and will not infringe or misappropriate any copyright, patent, trade
<br />secret, trademark, or other proprietary right held by any third -party and is free of any lien, claim, security
<br />interest or encumbrance; and
<br />6.1.3. Neither Client nor any of its employees has received, offered or provided, nor will it receive,
<br />offer or provide, directly or indirectly, any gift, gratuity, favor, entertainment, loan or other thing of monetary
<br />value to any employee or agent of MMI as an inducement to do business with MMI. Client further warrants its
<br />Authorized Users have not, and will not engage in any collusion with any other potential supplier to secure this
<br />MASTER SOFTWARE ,LICENSE & SERVICES AGREEMENT PAGE 7 or 18
<br />Version: August 27, 2015 — Santa Ana PD Only
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