VERIZON BUSINESS NETWORK SERVICE-2018

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N-2018-065 10. The City agrees and acknowledges as follows: (f) the Confidential Information provided by the Company to the City is owned by the Company, (fi) the Confidential Information has groat value to the Company, (iii) that the Company has made significant efforts to keep the Confidential Intbnnation confidential, and (N) that breach of this Agreement will cause significant harm to Company. The City further agrees that this Agreoment is not, and shall not be, construed to be a restriction on lawful trade, profession or business. 11. Each actual breach of this Agreement herein shall generate a claim in favor of the Company that the Company inay assert against the breaching party, Upon such breach, the Company shall be authorized to seek all remedies available at law or in equity, including actual and punitive damages, injunctive relief and specific performance.. The City agrees that monetary damages will not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate. 12. This Agreement will expire upon the earlier of (i) one (1) year from the Effective Date or (ii) upon the completion of the infrastructure and network deployment or execution of an agreement between the City and the Company, If a subsequent agreemciit is executod tliat contains a confidentiality provision, the terms and conditions of that agreement shall govern the issues ofrion-disclosure and confidentiality. Upon written request made by the Company or in the event this Agreement expires without a subsequent agreement, the City shall have thirty (30) days to either (i) promptly return to the Company all Confidential Information, all copies thereof, and any notes, reports, compilations, records, or similar documents derived or made therefrom, or (ii) agree with the Company upon appropriate methods and certification of destruction or other disposition of the foregoing. Notwithstanding such expiation or termination, all of City's nondisclosure obligations under this Agreement will survive with respect to any Confidential Information received prior to such expiration or termination unless a subsequent agreement is in effect in which case it shall govern. 13. This Agreement also applies to Confidential Information already disclosed to the City and the City represents that Confidential Information disclosed prior to die Effective Date has not been disclosed to any third persons, .Any previously disclosed Confidential Information is subject to the terms and conditions of this Agreement. 14. No failure or delay by the Company or the City to exercise any right, power or privilege hereunder 15. This Agreement shall be binding upon and inure to the benefit of the City and the Company and their respective successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of Califonia without reference to its conflict of law provisions, Each Party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of the State of California, For any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to corninence any litigation relating thereto except in such courts), and (ii) waives any objection to the laying of venue of any Such11Lt�jatiVrl 111 t11G L✓lL111V.CI.I1.a 4V ll[LJ. 16. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute the same agreement. 17. This Agreement contains the entire agreement and understanding concerning the subject matter hereof between the City and the Company and may not be amended except by a writing executed by both the City and the Company Page 3 of 4