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Confidentiality <br />If Vendor receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Vendor agrees that it shall not use or disclose <br />such information except in the performance of this Agreement, and further agrees to exercise the same <br />degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; <br />(b) is, through no fault of the Vendor disclosed in a publicly available source; (c) is in rightful possession <br />of the Vendor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; <br />or (e) is independently developed by the Vendor without reference to information disclosed by the City. <br />Conflict Of Interest Clause <br />Vendor covenants that it presently has no interests and shall not have interests, direct or indirect, <br />which would conflict in any manner with performance of services specified under this Agreement. <br />10. Notice <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner <br />provided in this Section, to the following persons: <br />To City: Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M -30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702 -1988 <br />telefacsimile (714) 647 -6956 <br />With courtesy copies to: Information Systems Manager <br />City of Santa Ana <br />20 Civic Center Plaza (M -12) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />telefacsimile (714) 647 -5406 <br />and, <br />City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza (M -29) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />telefacsimile (714) 647 -6515 <br />To Vendor: SOFTMASTER, Inc. <br />George Chen <br />23 Peters Canyon <br />March 2007 <br />