LEGAL SHIELD (PRE-PAID LEGAL SERVICES, INC )

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that the Receiving Party will take all reasonable measures to protect the Confidential Information of the Disclosing Party, including, but not limited to, the same degree of care that Receiving Party uses to protect its own confidential information of a like kind and not disclose it except as may be set forth herein. Confidential Information may only be used by the Receiving Party for the purposes contemplated under this Agreement. Confidential Information shall not include information that the Receiving Party can demonstrate: (i) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the Receiving Party without an obligation of confidentiality, (ii) was known to the Receiving Party prior to the time of its disclosure without an obligation of confidentiality, (iii) is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party's Confidential Information, or (iv) is subsequently learned from a third party not under a confidentiality obligation to the Disclosing Party. If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement, and the Receiving Party will use reasonable efforts to ensure that all Confidential Information so disclosed is treated confidentially. Such disclosure of Confidential Information in accordance with the foregoing sentence will not violate the terms of this Section 10. 12. Settlement of Disputes. All disputes or claims relating to the Company, the Service Plans, any Company products, any claims or causes of action between any Member,the Employer, and the Company whether in tort or contract, shall be settled totally and finally by arbitration in Orange County, CA in accordance with the Commercial Arbitration Rules of the American Arbitration Association, including the optional rules for emergency measures of protection. Judgment on any award may be entered in the Orange County Superior Court or in the United States District Court for the Central District of California. Each Party will be responsible for consent to the personal jurisdiction and venue of such courts. This Agreement will be governed by and interpreted in accordance with the laws of the State of California without regard to its conflict of laws principles. The courts of the State of California shall have jurisdiction to resolve any disputes that arise under this Agreement, and each Party consents to such jurisdiction, and to venue in such courts. 13. Notice. All notices under this Agreement must be in writing and shall be deemed to have been duly given and received when (a) delivered by hand (with written confirmation of receipt); (b) sent by email (with written confirmation of receipt), provided that a copy is mailed by registered or certified mail, return receipt requested; or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses set forth below: If to LegalShield: Pre-Paid Legal Services, Inc. One Pre-Paid Way Ada,Oklahoma 74820 Attn: General Counsel generalcounsel@pplsi.com (email) If to Employer: City of Santa Ana 20 Civic Center Plaza#M24 Page 3 of 6 LS-591(02/24)