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agrees that it shall not use or disclose such information except in the performance of this <br /> Agreement, and further agrees to exercise the same degree of care it uses to protect its own <br /> information of like importance, but in no event less than reasonable care. "Confidential <br /> Information" shall include all nonpublic information. Confidential information includes not only <br /> written information, but also information transferred orally, visually, electronically, or by other <br /> means. Confidential information disclosed to either party by any subsidiary and/or agent of the <br /> other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure <br /> shall not apply to any information that(a) has been disclosed in publicly available sources; (b) is, <br /> through no fault of the receiving party disclosed in a publicly available source;(e) is in.rightful <br /> possession of the receiving party without an obligation of confidentiality;: (d) is required to be <br /> disclosed by operation of law; or(e) is independently developed by the Partner without reference <br /> to information disclosed by the City. <br /> 9. CONFLICT.OF. INTEREST CLAUSE <br /> Each party covenants that it presently has no interests and shall not have interests, direct <br /> or indirect, which would conflict in any manner with performance of services,specified under this <br /> Agreement. <br /> 10. NOTICE <br /> Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br /> shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br /> first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic <br /> communication in the manner provided in this Section, to the following persons: <br /> To City: City Clerk <br /> City of Santa Ana <br /> 20 Civic Center Plaza (M-30) <br /> P.O. Box 1988 <br /> Santa Ana, CA 92702-1988 <br /> Fax: 714-647-6956 <br /> Copies to: Parks, Recreation & Community Services Agency <br /> City of Santa Ana <br /> 20 Civic Center Plaza (M-23) <br /> P.O. Box 1988 <br /> Santa Ana, CA 92702 <br /> To Partner: The MRKT. Co., LLC <br /> 3900 W. Alameda Ave., 15"' Floor <br /> Burbank, California 91505 <br /> Attn: Nahir Wold, VP <br /> A party may change its address by giving notice in writing to the other party. Thereafter, <br /> any communication shall be addressed and transmitted to the new address. if sent by mail, <br /> Page 5 of 8 <br />