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that it will keep confidential and not disclose any such information submitted by the <br />Developer in the course of the negotiations ("Confidential Information") except for <br />disclosures: <br />A. in the process of discussions, meetings or conferences with its officers, agents, <br />employees and representatives who reasonably need to know this information <br />for purposes of evaluating, approving or effecting the transactions <br />contemplated hereby; <br />B. in response to a legal process or as otherwise required by law, including the <br />Texas Public Information Act (the "Act") with prompt written notice being <br />delivered to the Developer regarding such disclosure, or as otherwise required <br />by any order of a legal authority under applicable law; or <br />C. in any manner to which the Developer affirmatively consents. <br />(ii) Subject to any third -parry rights under the Act, the City and the Developer agree that <br />neither shall have the right to require the other to disclose attorney -client privileged <br />communications or work product. <br />(iii) The City shall use reasonable efforts to provide prompt written notice to the Developer <br />of any request received by the City pursuant to the Act or by any competent legal <br />authority requesting Confidential Information or information collected, assembled or <br />maintained for the City and to which the City has contractual access, for the purpose <br />of providing the Developer an opportunity to seek to protect such information from <br />disclosure. Under the Act, documents collected, assembled or maintained for the City <br />and to which the City has access under the terms of a contract may be deemed public <br />information, subject to the exceptions in the Act. The City makes no representation as <br />to how the Attorney General of Texas will rule on any public information request but <br />agrees to reasonably cooperate with the Developer in asserting exemption claims under <br />the Act, provided any extensive briefing or analysis of documentation will be the <br />responsibility of the Developer. <br />(iv) Upon reasonable request of the Developer, the City shall reasonably cooperate with the <br />Developer and shall give the Developer the opportunity to submit briefings to the <br />Office of the Texas Attorney General in the manner provided by the Texas Public <br />Information Act. <br />(v) The terms of this Section 9(b) will survive the expiration or earlier termination of this <br />Agreement but will be superseded by the terms of the Definitive Agreements, if fully <br />executed. <br />(c) Assignment. The Developer shall not assign (it being agreed that for purposes of this <br />Agreement, assignment includes, without limitation, a merger, dissolution, sale, pledge or other <br />hypothecation or transfer of stock or ownership interests in any other form of business entity <br />interests or sale of assets), mortgage, pledge or otherwise transfer their respective interests in <br />this Agreement without the prior written consent of the City, which consent may be withheld <br />in the City's sole and absolute discretion. However, the Developer may assign its interest in <br />this Agreement to an entity that directly or indirectly controls, is controlled by, or is under <br />common control with the Developer ("Affiliate") with prior notice to the City. In such a case, <br />the City's consent to said assignment may not be unreasonably withheld, conditioned, or <br />CONCEPTUAL PLANNING AGREEMENT (HOPKINs REDEVELOPMENT PROJECT) PAGE 12 <br />