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Illll��llu�tt, Terms and Conditions to the Agreement rightfully received by Recipient from a third party without violation of a duty of confidentiality; or (D) is or was independently developed by or for Recipient. (c) Obligations of Confidentiality. (i) As necessary to accomplish the purposes and objectives of this Agreement, Recipient may disclose Discloser's Confidential Information to any Recipient employee, officer, director, subcontractor, agent or representative who has a legitimate need to know the information for the purposes of this Agreement and who is bound to Recipient to protect the confidentiality of the information in a planner at least as stringent as that required of Recipient under this Agreement. Rocipicnt may also disclose Disclosor's Confidential Information to Rccipicnt's attorncys if they arc made aware of Recipient's obligations of confidentiality under this Agreement. (ii) Recipient will not use or reproduce Discloser's Confidential Information except as reasonably required to accomplish the purposes and objectives of this Agreement or as specifically permitted by this Agreement or approved in writing by Discloser. Recipient will protect Discloser's Confidential Information from unauthorized use or disclosure by using at least the same degree of care as Recipient employs to avoid unauthorized use or disclosure of its own Confidential Information of a similar nature, but in no event less than reasonable care. (iii) Recipient will promptly notify Discloser if Recipient becomes aware of any material unauthorized use, disclosure, loss of, or inability to account for any Confidential Information of Discloser. If such use, disclosure, loss or inability to account resulted from Recipient's breach of this Agreement then, without limiting Discloser's remedies for such breach, Recipient will cooperate with Discloser and, at Discloser's request, undertake commercially reasonable efforts to assist Discloser in investigating and preventing a reoccurrence thereof. (iv) Recipient shall be responsible for any breach of the confidentiality provisions of this Agreement by any party to whom it discloses or makes available Discloser's Confidential Information as if such party were bound by the terms hereof and as if such breach were committed by Recipient. (d) No Implied Rights. As between Discloser and Recipient, Discloser's Confidential Information will remain the property of Discloser. Nothing contained in the Agreement will he construed As obligating a Parry to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or by implication, any rights or licenses to the Confidential Information of the other Party. Any such obligation or grant will only be as provided pursuant to other provisions of the Agreement. (e) Comoelled Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information of Discloser in a manner not otherwise permitted by this Agreement, Recipient will provide Discloser with prompt written notice of the request (unless legally precluded from doing so) so that Discloser may seek a protective order or other appropriate remedy. Recipient will reasonably cooperate with such efforts by Discloser. If :j protective order or similar order is not obtained by the date by which Recipient must comply with the request, Recipient may furnish that portion of the Confidential Information it is legally required to furnish provided that it (i) discloses only such Confidential Information as is legally required, and (ii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (f) Return or Destruction. (i) As requested by Discloser during the Term, Recipient will return, destroy, or provide Discloser a copy of any designated Confidential Information of Discloser, provided that TPx will not be liable for any failure or delay in its performance of Services to the extent resulting from its obligation to return, erase, or destroy Confidential Information of Customer in its possession prior to the completion of the Services. Upon expiration or termination of this Agreement. Recipient will return or destroy all materials in any rnediurn that contain Confidential Information of Discloser. At Discloser's request, Recipient will certify in writing that it has returned or destroyed all copies of Discloser's Confidential Information in the possession or control of Recipient, any of Recipient's Affiliates or subcontrdclors, or any other pdrty to whore any or there provided or permitted access to Confidentidl Information of Discloser. Vlourzo City Council g 17 — 32 416/2021 FiSV91 r 1 19 (i,.—FAFF.-4 (,1,—DF'.AC n /11/2h%I 2i:41 '9 fC