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MILLER MENDEL, INC. PROPRIETARY AND CONFIDENTIAL
<br />5.10. Confidential Information shall not include information the receiving Parry can prove through
<br />evidence is: (1) publicly known through no fault or negligence of the receiving Parry; (2) rightfully possessed by
<br />the receiving Parry prior to disclosure by the disclosing Party; (3) rightfully obtained by the receiving Party from
<br />a third -party in lawful possession of such Confidential Information without obligation of confidentiality; (4)
<br />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 Data
<br />for use and access by Client and its Authorized Users under the terms of this Agreement and the SLA. MMI will
<br />ensure industry standard data encryption methods are in place for storage of Client Data and Applicant data. The
<br />encryption shall meet HIPAA, and PCI standards, as well as those other standards stated in MMI's eSOPH
<br />Security Overview documentation.
<br />5.13. If Client will request or have access to credit card information, Client represents that it is presently
<br />in compliance with, and will remain in compliance with, an approved version of the Payment Card Industry Data
<br />Security Standard, developed and published jointly by American Express, Discover Financial Services, JCB,
<br />MasterCard Worldwide and Visa International ("Card Issuers") or the PCI Security Standards Council (the
<br />"Council"), as applicable, for protecting individual numbers used to identify credit and debit card accounts and
<br />other personally identifiable information relating to the use of such credit and debit card accounts ("Cardholder
<br />Information"), as the same may be amended, updated, replaced or augmented by the Card Issuers and the Council
<br />(the "PCI Standard"). Client acknowledges that it may, in connection with performing its duties in accordance
<br />with this Agreement, have access to, or be provided, Cardholder Information. Client may not commit any act or
<br />omission that causes MMI to violate the PCI Standard or to be fined, sanctioned or penalized by Card Issuers, the
<br />Council or any third party for the failure to properly protect, secure, maintain, use and store Cardholder
<br />Information. Client further acknowledges and agrees that, as between Supplier and MMI, all Cardholder
<br />Information is, and will remain, owned by MMI. Client further acknowledges and agrees that Client is responsible
<br />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 interest
<br />or encumbrance; and
<br />6.1.3. Neither Client nor any of its employees has received, offered or provided, nor will it receive, offer
<br />or provide, directly or indirectly, any gift, gratuity, favor, entertainment, loan or other thing of monetary value to
<br />any employee or agent of MMI as an inducement to do business with MML Client further warrants its Authorized
<br />Users have not, and will not engage in any collusion with any other potential supplier to secure this Agreement.
<br />6.2. MMI represents and warrants that:
<br />6.2.1. MMI has full right, power and authority to enter into and perform its obligations according to the
<br />terms of this Agreement;
<br />6.2.2. To MMI's knowledge, the Software complies with all applicable national, state, and local laws
<br />and regulations and, to MMI's knowledge, does not contain any material that infringes, violates, or
<br />MASTER SOFTWARE LCENSE & SERVICES AGREEMENT PAGE 7 OF 17
<br />Version: August 27, 2015— Santa Ana PD Only
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