Fleet Partner Agreement - Clean Fuels Ohio - Test Drive an Electric Vehicle

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If to Fleet Partner: City of South Bend 1045 W. Sample St. South Bend, IN 46619 Attn: Matt Chlebowski Notice of a change in address of one of the parties shall be given in writing to the other parties as provided above, but shall be effective only upon actual receipt. 21. Confidentiality. The parties acknowledge that they will acquire Confidential Information and knowledge respecting the confidential affairs of one another and their affiliates in various phases of their businesses. The parties agree to keep secret and retain in the strictest confidence all such Confidential Information and not to disclose the same to anyone outside such party, whether during or after the term of this Agreement, except in the course of and to the extent necessary to perform the obligations hereunder, and except as required under the IN (insert state) Public Records laws. Confidential Information shall be used only to carry out the obligations of the parties hereunder and not for the benefit of any other party or in the furtherance of any other purpose. Fleet Partner shall not disclose any information unless it (i) has the express right to disclose such information and if it owes no duty of confidentiality to a third party with respect to such information, or (ii) has a legal obligation under the IN (insert state) Public Records laws to disclose such information. The receiving party shall (i) use Confidential Information only for the purposes described in this Agreement or such other purposes as the disclosing party may approve in writing, (ii) restrict access to and use of Confidential Information to its employees and agents for whom such access and use is required to perform hereunder and who are bound by obligations of confidentiality at least as strict as those set forth in this Section. The obligation of confidentiality under this paragraph shall extend for a period of ten (10) years after the disclosure of Confidential Information under this Agreement. In the event a receiving party is required by court or administrative order, applicable law or the DOE Agreement to disclose any Confidential Information, it may do so without liability hereunder. 22. Third Party Beneficiary. The applicable Vehicle Provider is expressly made a third - party beneficiary of this Agreement for purposes of the indemnification rights set forth in Section I 1 and is entitled to enforce the terms and conditions set forth therein and the obligations of the Fleet Partner thereunder. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any third party other than the Parties and their respective permitted successors and permitted assigns, any rights or remedies under or by reason of this Agreement. [signatures on following page] _7. CM5010364.2 CO\518985I.1