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(vii) Not directly or indirectly, either during or subsequent to the term of this Agreement, disclose Confidential Information to any third party; (viii) Promptly notify City in writing of any unauthorized use or disclosure of the Confidential Information; such notice shall include a detailed description of the circumstances of the disclosure and the parties involved; (ix) In the event that Recipient is requested in any proceeding to disclose any of Confidential Information, Recipient shall provide City with prompt notice of such request so that City may seek a protective order or other appropriate remedy. In the event that such a protective order or other protective remedy is not obtained, the Recipient shall furnish only that portion of the information, which is legally required, in the opinion of Recipient's counsel, to be disclosed. (x) Refrain from engaging in any photography or taking of video of City officials, employees, or volunteers or their property that is not directly related to the scope of Recipient's work for the City. 4. Term. Recipient's obligations hereunder shall commence upon the date first written above and shall continue fora period of five (5) years. Promptly upon termination or City's request, Recipient shall return or certify the destruction of all Confidential Information and shall not retain any copies thereof. 5. Indemnification and Other Relief Recipient agrees to indemnify and hold City harmless from and against all claims, losses, liabilities, damages, expenses, and costs (including, without limitation, reasonable fees for attorneys, expert witnesses, and court costs) which result from a breach or threatened breach of this Agreement by Recipient. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by Recipient and that City shall be entitled to specific performance as a remedy for any such breach, without the necessity of posting bond or any other security. Such remedy shall not be deemed to be the exclusive remedy for any such breach of this Agreement but shall be in addition to all other remedies available at law or equity to City. 6. General. (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of California; (ii) The prevailing party, as determined by the court, in any action between the parties rising from this Agreement shall be entitled to recover, in addition to any other relief awarded, its costs and expenses incurred in any such CONFIDENTIALITY AND NON -DISCLOSURE AGREEMENT Page - 3 -