Memorandum of Understanding - Harvard Kennedy School - Free Technical Assistance Shared Mobility Programs

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Confidential Information In order to provide support to the City as described in this Work Plan, individuals from the GPL may need to participate in internal discussions among City employees, and view non-public internal City documents and written communications pertaining to the GPL's services (such discussions, internal City documents and written communications, when clearly marked or designated as confidential, being hereinafter collectively referred to as the "Confidential Information"). The GPL will protect Confidential Information to prevent unauthorized disclosure or publication of the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as the GPL uses to protect its own confidential information of a like nature. Non -Disclosure of Confidential Information. Except as provided in the "Other Disclosure Provisions" paragraph below, the GPL shall agree to (i) hold the Confidential Information in confidence, and (ii) not at any time divulge, disclose, or communicate the Confidential Information to anyone other than City employees except as authorized by the City, or use the Confidential Information for any purpose other than in connection with the GPL's services under this Work Plan, Other Disclosure Provisions. The "Non -Disclosure of Confidential Information" paragraph above does not apply to the GPL with respect to Confidential Information that (a) was in the GPL's possession before the effective date of this Work Plan; (b) is or becomes a matter of public knowledge or publicly available through no fault of the GPL; or (c) is disclosed by the GPL with the prior written approval of a duly authorized representative of the City. In addition, the GPL may disclose Confidential Information if such information is required to be disclosed by any law, rule, regulation, judicial or administrative process or applicable professional standards, provided that, to the extent permitted by applicable law or regulation, the GPL notifies the City prior to any such required disclosure. No Authority Any person from or agent of the GPL providing services under this MOU will have no authority to negotiate any agreements for the City, to incur any obligations or expenses on behalf of the City, or to act in any other manner on behalf of the City or in its name. Such person from or agent of the GPL will not provide, and are not engaged or authorized by the City to provide, legal advice or services, notwithstanding that one or more may be trained as lawyers. Limitation of Liability The City acknowledges that performance of the GPL's work described in the Work Plan will involve the expression of professional ideas, judgments and opinions by the GPL, and that it is in the City's interest to have such ideas, judgments and opinions expressed frankly, without concern on the part of the GPL that such ideas, judgments and opinions will be deemed representations, warranties or