R2021-52 Resolution Authorizing a Support Services Agreement with Concentric Integration, LLC for South Water Treatment Plant SCADA System

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O fl CONCENTRIC INTEGRATION as necessary or desirable to perform the Services. This license commences upon Customer's first delivery of Customer Materials to Consultant and is irrevocable and perpetual. 10. Confidentialitv. 10.1 Confidential Information. In connection with this Agreement, each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party(as the "Receiving Party").Subject to Section 10.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other)that the Disclosing Parry considers confidential or proprietary,including information consisting of or relating to the Disclosing Party's technology,trade secrets, know-how, business operations, plans,strategies,customers,and pricing,and information with respect to which the Disclosing Party has contractual or other confidentiality obligations,whether or not marked,designated or otherwise identified as "confidential". Without limiting the foregoing, the Consultant Materials are the Confidential Information of Consultant. 10.2 Exclusions. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives'noncompliance with this Agreement;(c)was or is received by the Receiving Parry on a non-confidential basis from a third party that was not or is not,at the time of such receipt, under any obligation to maintain its confidentiality;or(d)the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. 10.3 Protection of Confidential Information.As a condition to being provided with any disclosure of or access to Confidential Information,the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) except as maybe permitted by and subject to its compliance with Section 10.4,not disclose or permit access to Confidential Information other than to its Representatives who:(i)need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 10.3;and(iii)are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as set forth in this Section 10.3. (c) safeguard the Confidential Information from unauthorized use,access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care;and (d) ensure its Representatives' compliance, and be responsible and liable for any of its Representatives' noncompliance,with this Section 10. 10.4 Comoelled Disclosures. If the Receiving Parry or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then,to the extent permitted by applicable Law,the Receiving Party shall:(a)promptly, and prior to such disclosure,notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, or waive its rights under Section 10.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure.If the Disclosing Parry waives compliance or,after providing the notice and assistance required under this Section 10.4,the Receiving Party remains required by Law to disclose any Confidential Information,the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Parry is legally required to disclose. 11. Term and Termination. 11.1 Term. The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the parties have performed their obligations under the Signed Acceptance Document("Term"). Concentric Integration,LLC I Vi0_Revised Decatur Page 8 of 14