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", ~ :: .: .:: ':: c:~:", ,,--'.'. CO\;F1DE'\TL-\L D:SC'LOSl'EE ,-\GREE\IE\'T :~ C':::~~: ~~:~:-.~ c': :;l':v, -- l ".:::',~:3 r~:;o:~': C'::~::.:..., ~:~::'_c_; i:' C:...,::~:::<:: /;~:-('.-;~',.:.::.:~. J; ,::::~ ~': C::::,:::-,::.,' i~:'::-7",;::.::-, S::::S::::5 :;':. , \ ~:? ..:1.:::';' :;1': PJr:::i;:::-,: i,J~;-::i::::.: t~10w a:t;-;:~ ,: t;~:: 1. ,-\zrecment Coordinator, E.1:h p:lrty d<e51gr;.1t~ th...: following !=,~r.30n. It nn;,'. M its Agreem<ent Coordin:l~or fer ccordin:lting th;: disc105ure or r;:ceipt of Disclosed Information: HP (name, phone, e.mail): Support Services Representatiye Participant (name, phone, e-mail): 2, HP Confidential InformOltion, (a) Confid~ntial Information, ifan)', disclosed by HP is d~scribed as HP Support Serylces methodologies and strategies including, but not limited to, processes, tools, marketing plans and business operations. (b) Confidential Information disclosed by HP may be used by the Participant and its Associates, if any, only for the follo\ving purpose and subject to the Section 6 obligations: To receive HP Support Services. 3. PartidDllnt Confidential Information. (a) Confidential Information, ifany,.disclosed by Participant is described as relating to the operations, products~'5ales or business of Participant Including, without limitation, Im'entions,lmproyements, trade secrets, processes, data and know-how, software programs, techniques, marketing plans, strategies, forecasts, unpublished copyrightable"material, customer lists, sources of supply, prospects or projections, manufacturing techniques, formulas, research or experimental work, or work In process. (b) Confidential Information disclosed by Participant may be used by HP and its Associates, if any, only for the following purpose and subject to the Section 6 obligations: ~ To proWde HP Support Services, 4. Disclosure and Protection Periods. (a) The Begin Disclosure Date is June 1,2003. (b) 'Ute Disclosure Period ends on the following date or at the end of the foHoWing time period: the end date of the HP Support Services Agreement. (c) The Protection Period ends on the following date or at the end of the foHowing time period for all Confidential Information: three years from the end date of the HP Support Services Agreement. (d) The Disclosure Period and the Protection Period start on the Begin Disclosure Date, S. Definitions. (a) A Discloser is a party disclosing information. A Recipient is a party receiving disclosed infol1l13tion. An Associate is a parent, a subsidiary or corporate affiliate of Recipient whether directly or indirectly owned, or a third party contractually bound to Recipient in accord with this Agreement. (b) Disdosed Information is aU information disclosed by the Discloser to the Recipient during the Disclosure Period. (c) Confidential InCormation is only Disclosed Information that is: (i) itemized in Section 2(a) or 3(a), or (ii) both descnbed generally in Section 2(a) or 3(a) and 1) marked at the time ofdisctosure to show its confidential nature, or 2) unmarked (for example, orally or visually disclosed) but treated as confidential at the time oC disclosure, and described in detail and designated to show its confidential nature in a written message sent to Recipient's Agreement Coordinator within thirty days after disclosure; except that Confidential Information does not include information that satisfies an Exception before disclosure. Confidential Information is only Confidential Infonnation from the time of disclosure until the earlier of the time when an Exception is satisfied or the Protection Period ends~ (d) Non~Confidential Information is all Disclosed Information that is not HP ~ f. E'(:~i=',>Xi, t:...:: sf~,;i::c (o:;::i;:".'::li L"'.:~:~;l::-::-: [:::::;:;::,":5 ~or:-Cc':':C:<::l: I~form:l:ion from thJ.t time fo~wJrd, (e) An Exception is s.1tisfi:d If the spe-.;ific infoml.1tion: (i) WJS in Rccipic;;t's possession prior to receipt from Discloser (ii) is publicl~' known or readily ascertainable by proper means, (iii) is rightfully recerv:"eaby Recipient from a third party without a dutyofconfidenti3.1ity, (i..-) is disclosed by Discloser to a third party without a duty of confidentiality on the third party, (v) is independently developed or le:lmed by Recipient, or (..i) is disclosed by Recipient with Discloser's prior y,rinen approval. 6.0bli2ations. (a) During the Protection Period only, Recipient y,ill protect and ensure its participating Associates will protect the Confidential Information by using the SJme degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as Recipient uses to protect its 0\\11 confidential information ofa like nature. Recipient may reassign its employees, Recipient will provide reasonable prior notice to Discloser and will request a protective order if Recipient is required to reveal the Confidential Information und~r a subpoena, court order or other operation ofJaw. (b) Recipient will comply \"ith all applicable export laws. (c) At the end of the Protection Period, Recipient's obligations end. 7. Non-Confidential InCormation: \Vai..-ers. (a) Non-Confidential Information is not subject to confidentiality or trade secret obligations, and may be published, disclosed or used for any purpose, except that no license under any patent, trademark, mask work or copyright is granted. (b) Discloser waives all claims or portions of claims that assert the confidentiality of, limitation afuse of. breach of duty of care with respect to, or breach of this Agreement with respect to, Non-Confidentiallnformation arising at any time or with respect to Confidential Information arising or continuing respectively after the end of the Protection Period. (c) Any cause ~f action, whether in contract. tort or other, either arising under this agreement or alleging the confidentiality of Disclosed Information, if litigated, will be litigated to the court; the parties will not request ajury trial; and the parties irrevocably waive any right to a jury trial. S, Choice of Law. Without regard to conflict oflaw provisions, this Agreement is governed by and will be construed in accordance with the laws of the State of Delaware and the USA unless, if filled in here, then the laws of_Califomia_. 9, \Varrantv. Each Discloser warrants that it has the right to make the disclosures under this Agreement Each Recipient warrants that its participating Associates wiII protect Confidential Information in accordance with the terms of this Agreement. THE PARTIES MAKE NO OTHER WARRANTIES. ANY DISCLOSED INFORMATION IS PROVIDED "AS IS." 10. Miscellaneous. Neither party acquires any patent, copyright, mask work or trademark rights under this Agreement, inCluding urDer Sections 2 or~. This Agreement imposes no obligation on either party to'purchase, sen, license, transfer or otherwise dispose ohny techn010gy, services or products; ooes not create any agency or partnership relationship; may be added to or rrodified only in a writing signed by both parties; is the parties' complete and final agreement; supersedes all oral or implied agreements concerning th~ Disclosed Information; and may be signed in duplicate originals, or in separate counterparts, which are effective as if the parties signed a single original. A facsimi,le of an original signature transmitted to the other party is effective as ift~e original "vas sent to the other party. PARTICIPANT City of Santa' Ana 20 Civic 'Center Plaza, (Add<".) ~anta Ana, CA 92701~ (AddrC$s) ........:-J By / (A"h'l"lldaWi'if'S' J. G erg 11-12 3-'1~04 (Dale) (Nl!r.{),. ftanager, (Title) Information Servi~es EXHIBIT H ',.