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Res 2006-035
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Res 2006-035
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Last modified
8/2/2006 10:34:15 AM
Creation date
8/2/2006 10:18:33 AM
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City Clerk
City Clerk - Document
Resolutions
City Clerk - Type
Agreement
Number
2006-35
Date
2/21/2006
Volume Book
166
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<br />-I <br /> <br />YOUR OBLIGATION <br />You acknowledge our claim to proprietary rights in the Materials and that the Materials <br />constitute our "trade secrets" or trade secrets of our licensors or vendors. You <br />understand that all Materials are confidential and you will: <br /> <br />. Safeguard the Materials at all times. <br /> <br />. Establish and maintain procedures to assure the confidentiality of the Materials and <br />any password or code subsequently changed by you. <br /> <br />. Use the Materials only for the purposes for which we provide them. <br /> <br />. Notify us promptly by telephone, confirmed in writing, if any Materials are lost or their <br />confidentiality is compromised. <br /> <br />You will not, nor will you allow anyone else to, do any of the following without our prior <br />consent: <br /> <br />. Disclose any Materials to any person or entity, except to your employees and agents <br />with a need to know the Materials. <br /> <br />. Make any copies, in whole or in part, of any Materials in whatever form or medium <br />(electronic, printed or otherwise) in which they may exist from time to time, except as <br />provided in the Software License section. <br /> <br />-- <br /> <br />. Translate, reverse engineer, disassemble or decompile any Software or security <br />devices. <br /> <br />These confidentiality obligations continue after a Service you are using is terminated. <br /> <br />You have sole responsibility for the custody, control and use of all Materials. You agree <br />that no individual will be allowed to initiate a request or other instruction contemplated <br />in this Booklet or to have access to any Materials without proper supervision and strict <br />security controls. If a Service requires use of user identification codes or passwords, we <br />will be fully protected in relying on the correct user identification codes and passwords, <br />as described in the relevant User Documentation. <br /> <br />GENERAL <br />This section does not limit either party's ability to disclose information (i) that the other <br />party has approved by prior writing for disclosure; (ii) that is disclosed to its professional <br />advisors or auditors; (iii) that becomes public other than through a breach of these <br />confidentiality obligations, (iv) that was in its possession or available to it from a third <br />party prior to its receipt of it in connection with any Service, (v) which is obtained by it <br />from a third party who is not known by it to be bound by a confidentiality agreement with <br />respect to that information, (vi) as required or requested by any securities exchange or <br />regulatory body to which either party is subject or submits or (vii) as otherwise required <br />to be disclosed by law or by legal or governmental process. <br /> <br />In addition, you agree (i) that we may disclose to our offices, affiliates, officers, <br />employees and agents with a need to know any information we obtain about you and (ii) <br /> <br />--. <br />
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