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obligations or exercise its rights under this Agreement. A party shall immediately give <br />notice to the other party of any unauthorized use or disclosure of Confidential <br />Information. Each party shall assist the other party in remedying any such unauthorized <br />use or disclosure of Confidential Information. Each party agrees not to communicate <br />any information to the other party in violation of the proprietary rights of any third party. <br />Confidential Information shall not include information which: (i) is or becomes generally <br />known to the public through no fault or breach of this Agreement by the receiving party; <br />(ii) the receiving party can demonstrate by written evidence that the information in <br />question was rightfully in the receiving party's possession at the time of disclosure, <br />without an obligation of confidentiality; (iii) is independently developed by the receiving <br />party without use of or access to the disclosing party's Confidential Information or <br />otherwise in breach of this Agreement; or (iv) is required to be disclosed pursuant to any <br />applicable laws, rules, regulatory authority, court order or other legal process to do so, <br />provided that the receiving party shall, promptly upon learning that such disclosure is <br />required, give written notice of such disclosure to the disclosing party. <br />6. DAMAGES: IN NO EVENT SHALL CONSULTANT OR CLIENT BE LIABLE FOR <br />SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, RELATED TO <br />THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST <br />SAVINGS, OR DAMAGES ARISING FROM LOSS OF USE, LOSS OF CONTENT OR <br />DATA OR ANY ACTUAL OR ANTICIPATED DAMAGES, REGARDLESS OF THE <br />LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED (INCLUDING <br />NEGLIGENCE), AND EVEN IF CONSULTANT HAS BEEN ADVISED OF THE <br />POSSIBILITY OF SUCH DAMAGES. <br />7. RIGHTS: CLIENT acknowledges and agrees that CONSULTANT shall retain all <br />rights, title and interest in and to any pre-existing know-how, technology, tools, templates <br />or information used by CONSULTANT in performing the Services hereunder ("Tools). <br />CLIENT is not given any right, title or interest in the Tools. CONSULTANT and CLIENT <br />reserve all rights not expressly granted to either party in this Agreement. The failure of <br />CLIENT or CONSULTANT to enforce any right or provision of this Agreement shall not <br />constitute a waiver of such right or provision. Nothing contained herein shall be <br />construed as creating an agency, partnership, or other form of joint enterprise between <br />CLIENT and CONSULTANT. <br />AGR ND 1A/CC???TED- <br />For the City of Santa Ana <br />Name DAVID N. REAM <br />Title: City Manager <br />Date: ?'Z- ? <br />BY:? ?? <br />For Filler Security Strategies, Inc <br />Name: ?A??v?. ?? ?? ? <br />Title: Pl?? ?C.?? <br />Date: ? ??? 11 <br />Filler Security Strategies-Santa Ana <br />Agreement Letter, May 201 1