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*no SMART .91 a . Community SMARTGov Community® Subscription Agreement than reasonable care. The Receiving Party shall use Confidential Information of the Disclosing Party only in performing under this Agreement and shall retain the Confidential Information in confidence and not disclose Confidential Information to any Third Party (except as authorized under this Agreement) without the Disclosing Party's express written consent. The Receiving Party shall disclose the Disclosing Party's Confidential Information only to those employees and contractors of the Receiving Party who have a need to know such information for the purposes of this Agreement, and such employees and contractors must be bound by this Agreement or have entered into agreements with the Receiving Party containing confidentiality provisions covering the Confidential Information with terms and conditions at least as restrictive as those set forth herein. CLIENT agrees to promptly report to PALADIN any unauthorized use or disclosure of PALADIN's SMARTGov Community or its Confidential Information. 11.2 Acknowledgement of Confidentiality. Both parties agree that SMARTGov Community, Documentation, and the Fees set forth herein are Confidential Information of PALADIN. Both parties agree that the CLIENT Data is Confidential Information of CLIENT. Any other specific information that is claimed by CLIENT to be confidential must be clearly identified as such by Client, and PALADIN will maintain the confidentiality of all such information marked confidential or proprietary as provided herein. 11.3 Exceptions. Notwithstanding the foregoing, each party's confidentiality obligations hereunder shall not apply to information which: (a) is already known to the Receiving Party prior to disclosure by the Disclosing Party without restriction as to use or disclosure; (b) becomes publicly available without fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a Third Party without restriction as to use or disclosure, or is approved for release by written authorization of the Disclosing Party; (d) is developed independently by the Receiving Party without use of or access to the Disclosing Party's Confidential Information; or (e) required to be disclosed by law, or compelled by court order or subpoena. 11.4 If the Receiving Party is required to disclose any Confidential Information of the other by law, regulation or governmental authority, the Receiving Party will provide reasonable notice to Disclosing Party of such required disclosure and reasonably cooperate with the Disclosing Party in preventing or limiting such disclosure, or obtaining an appropriate protective order or other remedy. If a protective order or other remedy is not obtained, then the Receiving Party may disclose such Confidential Information as necessary for compliance with the applicable law, regulation or governmental authority. Notwithstanding such disclosure, such information shall remain Confidential Information and subject to the requirements of this Section 11. 11.5 Remedies. CLIENT acknowledges and agrees that any breach or threatened breach of this Section 11 or the license and restrictions set forth in Section 2 may cause PALADIN irreparable harm for which monetary damages will be inadequate compensation. Accordingly, PALADIN shall be entitled, in addition to any other remedies available at law or in equity, to immediate injunctive relief without requiring a cure period and without the necessity of posting a bond. Nothing stated herein shall be construed to limit any other remedies available to the parties. 12. GENERAL TERMS 12.1 Force Majeure. Except with respect to payment obligations, neither party shall be liable for any failure of performance or equipment due to causes beyond such party's reasonable control, including but not limited to: acts of God, fire, flood or other catastrophes; any law, order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars; unavailability of rights -of -way or materials; or strikes, lock -outs, work stoppages, or other labor difficulties. 12.2 Basis of Bargain. PALADIN and CLIENT acknowledge that PALADIN has set its Fees and entered into this Agreement in reliance upon the disclaimers of warranties and limitations of liability and damages Page 10 Initials — Paladin Client OMERMO it