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City under this Agreement, including, but not <br />limited to, any trade secrets, confidential <br />knowledge, data, information relating to the <br />Contractor's products, processes, designs, <br />formulas, methods, developmental or experimental <br />work, improvements, discoveries, plans for <br />research, new products, marketing and selling, <br />business plans, budgets and unpublished financial <br />statements, licenses, suppliers and customers, <br />information obtained through contact with the <br />Contractor's customers, proprietary information <br />of the Contractor's customers. The City <br />understands and agrees that the Visiphor <br />Confidential Information constitutes a valuable <br />business asset of the Contractor, the <br />unauthorized use or disclosure of which may <br />irreparably damage the Contractor. In the event <br />of the City's breach or threatened breach of any <br />of the provisions in this Section 2.5.2, the <br />Contractor shall be entitled to an injunction <br />obtained from any court having appropriate <br />jurisdiction restraining the City from any <br />unauthorized use or disclosure of any Visiphor <br />Confidential Information. <br />2.5.3 8scluaiona. Notwithstanding Section <br />2.5.1 or Section 2.5.2 hereof, neither City <br />Confidential Information nor Visiphor <br />Confidential Information shall include <br />information which the recipient can demonstrate <br />by competent written proof (a) is now, or <br />hereafter becomes, through no act or failure to <br />act on the part of the recipient, generally known <br />or available or otherwise part of the public <br />domain; (b) is rightfully known by the recipient <br />without restriction on use prior to its first <br />receipt of such information from the disclosing <br />party as evidenced by its records; (c) is <br />hereafter furnished to the recipient by a third <br />party authorized to furnish the information to <br />the recipient, as a matter of right and without <br />restriction on disclosure; or (d) is the subject <br />of a written permission by the disclosing party <br />to disclose. <br />2.5.4 Exceptions. Notwithstanding Section <br />2.5.1 or Section 2.5.2 hereof, disclosure of City <br />Confidential Information or Visiphor Confidential <br />Primary Agreement June 15, 2006 Page 8 <br />