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EXHIBIT 2 <br />7. CONF11)ENIIA1,1IN <br />If either party receives from the other panty information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, the receiving party agrees that it shall not use or <br />disclose such information except in the perl'orrnance of this Agreement, and Itirdler agrees to exercise the Same <br />degree ul' care it uses to protcet its own inlimnaliun of like importance, bill in no watt less than reasonable care. <br />"Cotitidentlal Information- sllall include all nonpublic intorniatiott. COnfldetitia1 Infut'nlatiott includes not only <br />written information, but also information transferred orally, visually, electronically, or by other means. <br />Confidential Tnfirrmation disclosed to either party by any subsidiary anti/or agent of the Otherparty is covered by <br />this Agreement- The fi>regoing obligations of non-use. and nondisclosure shall not apply to any information that <br />(a) has been disclosed in publicly available sources, (b) is, through no fault of the receiving party disclosed in a <br />publicly available source; (c) is in rightful possession of the receiving party without an obligation of <br />confidentiality; (d) is required to he disclosed by operation of law, including provisions of the California Public <br />Records Act, or similar public records disclosure laws only to the extent mandated; or (e) is independently <br />developed by the receiving party without reference to information disclosed by the disclosing party- For the <br />avoidance of ally doubt, the C011tldentlallty obligations set torth In this section 7 (Confidentiality) arc Ill addltlUn <br />to, and shall not be interpreted as conflicting with, the confidentiality obligations separately set forth in the SaaS <br />Subscription Agreement incorporated herein as hxhibit A. <br />S. CONFLICT OF INTEREST CLAUSE, <br />Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which <br />would conflict in any manner with performance of services specified under this Agreement. <br />9. NOTICE <br />Any notice, tender, demand, delivery, or other Coninnnieatiorl pursuant to this Agreement shall be in <br />writing and shall be deemed to be properly given Wdelivered in person or mailed by lust class or certified mail, <br />postage prepaid, in the manner provided in this Section, to the following persons_ <br />To Authority: Housing Authority for the City of Santa Ana <br />Community Development Agency <br />20 ('ivic Carter Plaza (M-27) <br />P.O. Box 1999 <br />Santa Ana, CA 92702-1988 <br />And: <br />Authority General Counsel <br />Cily of Santa Ana <br />20 Civic Ccntcr Plaza (M-29) <br />P-0. Box 1988 <br />Santa Ana. California 92702 <br />fo Corlsuhant: Happy Software LLC, an MR] Software I.LC: Company <br />Attn_ Legal Department <br />23925 Fountain Parkway <br />Solon, Ohio 44139 <br />City Council 3 — 28 514/2021 <br />