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12. ATTORNEY FEES
<br />If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to
<br />reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.
<br />13. CONFIDENTIAL INFORMATION
<br />(a) The term "Confidential Information" shall mean any and all information, which is disclosed by
<br />either party to the other verbally, electronically, visually, or in a written or other tangible form,
<br />which either is identified or should be reasonably understood to be confidential or proprietary.
<br />Confidential Information includes, but is not limited to, trade secrets, computer programs,
<br />software, documentation, formulas, data, inventions, techniques, marketing plans, strategies,
<br />forecasts, customer lists, employee information, financial information, confidential information
<br />concerning Licensor's business, as Licensor has conducted it or as it may conduct itself in the
<br />future, confidential information concerning any of Licensor's past, current, or possible future
<br />products or manufacturing or operational methods, including information about Licenser's
<br />research, development, engineering, purchasing, manufacturing, accounting, marketing, selling or
<br />leasing, and any software (including third party software) provided by Licensor. Licensor's
<br />Confidential Information shall be treated as strictly confidential by Licensee and shall not be
<br />disclosed by Licensee except to those third parties with a need to know and that are operating
<br />under a confidentiality agreement with non - disclosure provisions no less restrictive than those set
<br />forth herein. This Agreement imposes no obligation upon the parties with respect to Confidential
<br />Information which either party can establish by legally sufficient evidence: (i) was in the
<br />possession of, or was rightfully known by the Licensor without an obligation to maintain its
<br />confidentiality prior to receipt from other party; (ii) is or becomes generally known to the public
<br />without violation of this Agreement; (iii) is obtained by Licensee in good faith from a third party
<br />having the right to disclose it without an obligation of confidentiality; (iv) is independently
<br />developed by Licensee without the participation of individuals who have had access to the
<br />Confidential Information or (v) is required to be disclosed by court order or applicable law,
<br />provided that Licensee promptly notifies Licensor in order for the disclosing party to have an
<br />opportunity to seek an appropriate protective order. The Licensee shalt not obtain, by virtue of
<br />this Agreement, any rights title or interest in any Confidential Information of the Licensor.
<br />Within fourteen (14) days after termination of this Agreement, each party shall certify in writing
<br />to Licensor that all copies of Licensor's Confidential Information in any form, including partial
<br />copies, have been destroyed or returned to Licensor.
<br />(b) Licensor acknowledges that the Licensee is a governmental agency and may be required to
<br />disclose certain information under requests made according to provisions of the Public Records
<br />Act. Licensee shall give notice to Licensor of any request for the disclosure of any information
<br />set apart and marked "confidential," "proprietary" or "trade secret" by Licensor. Licensor shall
<br />then have five (5) days from the date it receives such notice to enter into an agreement with
<br />Licensee providing for the defense of, and complete indemnification and reimbursement for all
<br />costs (including plaintiff's attorney's fees) incurred by Licensee in any legal action to compel the
<br />disclosure of such information under the Public Records Act. Licensor shall have the sate
<br />responsibility for the defense of the actual proprietary or trade secret designation of such
<br />information. The parties understand and agree that any faiture by Licensor to respond to the
<br />notice provided by Licensee and/or to enter into an agreement with Licensee, as set forth above,
<br />shall constitute a complete waiver by Licensor of any nondisclosure or confidentiality rights
<br />hereunder with respect to such information, and such information shall be disclosed by Licensee
<br />pursuant to applicable procedures required by the Public Records Act.
<br />(c) Licensee shall protect the deliverabtes resulting from Services with at least the
<br />same degree of care and confidentiality, but not less than a reasonable standard of care, which
<br />Licensee utilizes for Licensee's Confidential Information.
<br />Coplogic -- DORS Setup and Subscription License Agreement (AST I L20.1.5) 4
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