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NOW, THEREFORE, in consideration of the disclosure of such Confidential and <br />Proprietary Information (as defined herein below), the Disclosing Party and the Financial <br />Auditor and City agree as follows: <br />As used herein: <br />"Information" is defined to include communications or data, in any form, <br />including, but not limited to, oral, written, graphic or electromagnetic <br />forms. <br />"Financial Auditor" and "City" are defined to further include any parent, <br />subsidiary, affiliate, employee, and independent contractor of Financial <br />Auditor and City, as well as other third party or parties to whom such <br />Confidential and Proprietary Information necessarily has been provided. <br />"Confidential and Proprietary Information" is defined as that Information <br />which the Disclosing Party provides to Financial Auditor and City, all of <br />which Information the parties hereto agree shall be treated as Confidential <br />and Proprietary Information by Financial Auditor and City. <br />2. All Information that is disclosed by the Disclosing Party to Financial Auditor and <br />City, including any Information outside of the scope of this audit that Disclosing <br />Party determines to provide on a voluntary basis, shall be protected hereunder as <br />Confidential and Proprietary Information. Financial Auditor shall maintain such <br />Confidential and Proprietary Information as it receives in relation to the "audit" <br />and shall not disclose any Proprietary Information to the City or its Representatives <br />except: (A) to the extent necessary for the City to complete the audit in which case <br />it shall solely provide access to such necessary information to the City or its <br />Representatives at the premises of Financial Auditor (B) to the extent necessary for <br />the City to enforce its rights or obligations pursuant to the "audit" or in any <br />litigation between the City and the Disclosing Party and/or Financial Auditor. <br />The draft and/or final audit report provided to the City shall not be subject to the <br />foregoing restrictions. However, prior to delivery to the City, such reports shall be <br />provided to Disclosing Party for the sole purpose of determining that Confidential <br />and Proprietary Information is not included therein. <br />Financial Auditor and City hereby agree that Disclosing Parties' Confidential and <br />Proprietary Information shall be treated and safeguarded by Financial Auditor and <br />City, using, at a minimum, the same degree of care that it uses to protect its own <br />confidential and/or proprietary information, but no less than reasonable care. <br />Financial Auditor and City further hereby warrant that it will safeguard against the <br />unauthorized disclosure of Confidential and Proprietary Information with a high <br />degree of reasonable care. <br />-2- <br />