COMMUNICATIONS SUPPORT GROUP, INC. (JOHN RISK) 1

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4. Financial Auditor and City expressly agrees that (i) any Confidential and Proprietary Information disclosed hereunder shall be used by Financial Auditor and City solely for the purpose of conducting the audits of Disclosing Parties' activities in the areas - duly noted hereinabove; (ii) it shall not use the Confidential and Proprietary Information disclosed hereunder for any other purpose; and (iii) it shall not distribute, disclose, or disseminate to anyone except as expressly permitted herein, unless and until such time as: (a)- Such Confidential and Proprietary Information is or becomes generally available to the public, through no fault of Financial Auditor or City or, those to whom disseminated for purposes of completion of this audit and without breach of this Agreement; or (b) Such Confidential and Proprietary Information is required by law to be disclosed without written consent to be bound by this Confidentiality Agreement pursuant to a legally enforceable requirement or request of a governmental or regulatory agency, provided, however, that prior to such disclosure Financial Auditor and City shall notify the Disclosing Parties of such request and of Financial Auditor and City's intent to provide such information within a reasonable time period prior to the disclosure of such information to enable Disclosing Parties to take such legal action to prevent such disclosure, and Financial Auditor and City shall independently exercise reasonable best efforts to assist Disclosing Parties' efforts to obtain a protective order or other similar protective arrangement covering the Confidential and Proprietary Information. This Agreement shall continue in perpetuity in full force and effect from the Effective Date forward, regardless of the successful or unsuccessful completion of the underlying audits, until the Financial Auditor and City or those to which such information has been disseminated are released in writing from this Confidentiality and Non -Disclosure Agreement by the Disclosing Parties. Notwithstanding the foregoing, if this Agreement is terminated at any time earlier than seven, (7) years from the Effective Date, Financial Auditor and Receiving Party shall be permitted, at its option, to retain the Confidential and Proprietary Information until the expiration of seven (7) years from the Effective Date, at which time the provisions of Section 8 herein below shall govern the return of all Confidential and Proprietary Information from Financial Auditor and/or City to Disclosing Parties. 6. Financial Auditor and City shall advise all employees, consultants, advisors, agents and other representatives (collectively, "representatives") who will have access to the Confidential and Proprietary Information as to the obligations contained herein. -3-