Res 2017-125/approving an Interlocal Contract between the City of San Marcos and the State of Texas, acting by and through the Texas Department of Information Resources (“DIR”), to purchase a Meter Data Management System, to provide detailed analysis of

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indirectly use, divulge, disseminate, disclose, lecture upon, or publish any VENDOR Confidential Information without having first obtained written permission from VENDOR to do so. i. CLIENT will safeguard and maintain secret all VENDOR Confidential Information and all documents and things that include or embody VENDOR Confidential Information. j. Upon termination of this Agreement for whatever reason or upon request by VENDOR, CLIENT will deliver to VENDOR all notes, drawings, memoranda, correspondence, documents, records, notebooks, printouts, disks, programs, electronic or magnetic storage media, and similar repositories of VENDOR Confidential Information, including all copies thereof, then in CLIENT's possession or under CLIENT's control, whether prepared by CLIENT or by employees or agents of CLIENT. k. The obligation to safeguard and maintain secret VENDOR Confidential Information shall continue until such Information becomes generally available to the public without a breach of this Section 10 by CLIENT. 1. SERVICE PROVIDER represents and agrees that it has and will maintain in place commercially reasonable precautions to safeguard the confidentiality, security and integrity of Confidential Information. These precautions shall include, as applicable, (A) contractual restrictions on access to the information by vendors and other third parties, (B) intrusion detection systems on all information systems of PEC maintained or controlled by SERVICE PROVIDER, and (C) notification procedures for notifying PEC promptly in the event a security or information breach or disclosure is detected or suspected, as well as other response programs when there is a suspected or detected unauthorized disclosure, access or attempted access of Customer Information. These precautions shall include, as appropriate: (i) access controls to Customer Information Systems, including controls to identify and permit access only to authorized individuals and controls to prevent access to Customer Information through fraudulent means; (ii) employee controls and training; (iii) physical access restrictions at locations where Customer Information is located; (iv) encryption of electronic Customer Information when appropriate or legally required; and (v) a disaster recovery plan as appropriate to protect against loss or damage to Customer Information due to potential hazards such as fire or water damage or technological failures. SERVICE PROVIDER agrees that it will (i) monitor the foregoing measures with periodic audits or testing and (ii) provide copies (or excerpts) of the same to extent SERVICE PROVIDER is not otherwise subject to a confidentiality requirement or that disclosure of such audit or testing does not present a security risk for SERVICE PROVIDER to inform PEC that SERVICE PROVIDER is implementing such provisions. "Customer Information" includes any personal identifying information or sensitive personal information including information on customers of PEC or otherwise contains materials that, in either party's reasonable determination, are the subject of relevant privacy law,rule or regulation. 9. Copying of Works. VENDOR and its officers and employees will not reproduce, distribute, display publicly, or perform publicly, alone or in combination with any other individuals or entities, any Works without the written permission from CLIENT to do so. Further, VENDOR and its officers, employees, agents, and the like will not prepare derivative works based upon any Works without the written permission from CLIENT to do so. Upon termination of this Agreement, for whatever reason, or upon request by CLIENT, VENDOR will deliver to CLIENT all Works and copies thereof, then in VENDOR's possession or under VENDOR's control. RIFSPRO Master Service Agreement Page 8