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(b) CONSULTANT desires to protect its Proprietary Information. <br />Accordingly, CITY agrees that neither it nor any of its employees, agents, <br />independent contractors or other persons or organizations over which it has <br />control, will at any time during or after the term of this Agreement, directly or <br />indirectly use any of CONSULTANT'S Proprietary Information for any purpose <br />not associated with CONSULTANT'S activities. Further, CITY agrees that it nor <br />any of its employees, agents, independent contractors or other persons or <br />organizations over which it has control, will disseminate or disclose any of <br />CONSULTANT'S Proprietary Information to any person or organization not <br />connected with CONSULTANT, without the express written consent of <br />CONSULTANT. The CITY also agrees that consistent with its obligations under <br />the California Public Records Act and related disclosure laws, it will undertake all <br />necessary and appropriate steps to maintain the proprietary nature of <br />CONSULTANT'S Proprietary Information. <br />(c) Any use of the Proprietary Information or any other reports, <br />records, documents or other materials prepared by CONSULTANT hereunder for <br />other projects and/or use of uncompleted documents without specific written <br />authorization by the CONSULTANT will be at the CITY's sole risk and without <br />liability to CONSULTANT, and the CITY shall indemnify the CONSULTANT for all <br />damages resulting therefrom. <br />4-10.4 Release of Documents Pursuant to Public Records Act <br />Notwithstanding any other provision in this Agreement, all obligations <br />relating to disclosure of Proprietary Information remain subject to the Freedom of <br />Information Act or California Public Records Act, Cal. Gov't Code §§ 6250 et seq. <br />(collectively, the "PRA"). The Parties intend that if CITY is served with a request <br />for disclosure under the PRA, or any similar statute, the CITY in good faith will <br />make the determination as to whether the material is disclosable or exempt <br />under the statute, and shall resist the disclosure of Proprietary Information which <br />is exempt from disclosure to the extent allowable under the law. CITY shall <br />advise CONSULTANT in writing five (5) days prior to the intended disclosure of <br />any decision to disclose Proprietary Information, and the reasons therefore, and <br />if CONSULTANT then timely advises CITY in writing that it objects to the <br />disclosure, CITY shall not disclose the information. In such case, CONSULTANT <br />shall then be solely liable for defending the non -disclosure and shall indemnify <br />and hold CITY harmless for such nondisclosure. <br />4-11.0 ENFORCEMENT OF AGREEMENT <br />4-11.1 California Law -Venue <br />This Agreement has been executed and delivered in the State of <br />California and the validity, interpretation, performance, and enforcement of any of <br />the clauses of this Agreement shall be determined and governed by the laws of <br />the State of California. Both parties further agree that Orange County, California, <br />shall be the venue for any action or proceeding that may be brought or arise out <br />of, in connection with or by reason of this Agreement. <br />13 <br />25B-19 <br />