19 - Master Service Agreement with SpearTip for 12-month cybersecurity professional services

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MSA 2020 - for use in North America disclosure or use as Recipient normally uses to protect its own information of a similar character, but in no event less than reasonable care; (d) not disclose or otherwise furnish the Confidential Information of the Disclosing Party to any third party other than employees or independent contractors of the Recipient who have a need to know the Confidential Information to perform its obligations under this Agreement, provided such employees or independent contractors are obligated to maintain the confidentiality of the Confidential Information; and (e) to notify the furnishing party promptly of any unauthorized use or disclosure of Disclosing Party's Confidential Information and cooperate with and assist Disclosing Party in every reasonable way to stop or minimize such unauthorized use or disclosure at receiving party's cost. 10.2 Exclusions, Relief. The obligations under this section will not apply to any: (a) approved use or approved disclosure of any information pursuant to the exercise of the Disclosing Party's rights under this Agreement; (b) information that is now or hereafter becomes generally known or available to the public other than through a violation of this Agreement; (c) information that is obtained by the Recipient from a third party (other than in connection with this Agreement) who was not under any obligation of secrecy or confidentiality with respect to such information; (d) information that is independently developed by the Recipient without reference to any Confidential Information; and (e) any disclosure made with the explicit consent of the Disclosing Party. Any disclosure required by a validly issued administrative or judicial process or subpoena will not violate this section, provided that the Recipient uses reasonable efforts to give advance notice to and cooperate with the Disclosing Party in connection with any such disclosure and, provided further, the Recipient limits such disclosure to only that information that is required to be disclosed. In the event a court determines that the Recipient has breached, attempted or threatened to breach, any of its confidentiality obligations to the Disclosing Party or the Disclosing Party's proprietary rights, the parties agree that the Disclosing Party will be entitled to obtain appropriate injunctive relief and other measures restraining further, attempted or threatened breaches of such obligations. 10.3 Return or Destruction of Confidential Information. Upon written request, or in any event, upon any termination or expiration of the Agreement and any applicable SOW/Proposals, the Recipient will do one of the following with all copies of any Confidential Information of the Disclosing Party in its possession or control to which the receiving party does not possess under a valid license: (i) promptly return all such items to the Disclosing Party; or (ii) destroy all such items and provide written confirmation of such destruction by a duly authorized officer who supervised the destruction. Provided that SpearTip may retain one (1) copy of all of its work products (including working papers) produced under the Agreement for archival purposes for a period not to exceed five years from the date of termination or expiration of the Agreement. 10.4 Retained Rights. Each party is free to develop products independently without the use of the other's Confidential Information. Except for limitations set forth in a SOW/Proposal, neither party is obligated to restrict the future work assignments of a party's employees, contractors or representatives who have had access to Confidential Information. In addition, except for limitations on the parties set forth in a SOW/Proposal, the parties and their respective employees, agents and representatives are free to use the information retained in their unaided memories without reference to or use of a party's Confidential Information , including ideas, concepts, know-how or techniques, without the duty to account to the other, so long as such party or their employee, agent or representative does not use and does not disclose the other party's Confidential Information in violation of this Section 10. Nothing contained herein shall be construed to grant either party any rights to or under the other party's Confidential Information, including without limitation any copyrights, trademarks, patents, trade secrets, licenses or ability to grant licenses except as may be specifically set forth in a SOW/Proposal. All improvements, add-ons or modifications to any party's Confidential Information shall remain the exclusive property of the party who owns or has rights to such Confidential Information. 10.5 Public Information Request to Client. The Parties acknowledge that Client is a Texas Government Body subject to the Texas Public Information Act. Upon receipt of a request for Confidential Information as defined herein, Client will follow the requirements of said Act including but not limited to seeking a ruling from the Texas Office of the Attorney General and notifying SpearTip of same so that SpearTip may address its concerns to that Office. The Parties agree to be bound by the ruling of the Office with respect to disclosure of Confidential Information to a requestor under the act. 11. INSURANCE SpearTip will maintain the following policies of insurance covering all Services furnished by SpearTip to Client during the Term of this Agreement. MSA 2020 4 Confidential and Proprietary