Software License Agreement & First Addendum to Agreement - The Housing Partnership Network Inc - HUD Client Management System

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FIRST ADDENDUM TO SOFTWARE LICENSE AGREEMENT THIS FIRST ADDENDUM (this "Addendum") is made and entered into this 111h day of June 2019, by and between THE HOUSING PARTNERSHIP NETWORK, INC., a Massachusetts nonprofit corporation with its principal place of business located at 1 Washington Mall, 12 Floor, Boston, MA 02108 (the "Licensor"), and CITY OF SOUTH BEND, INDIANA, an Indiana municipal corporation, acting by and through its Board of Public Works, with an address of 227 W. Jefferson Blvd., South Bend, IN 46601 (the "Licensee"). RECITALS WHEREAS, Licensor and Licensee entered into a Software License Agreement (the "Agreement") concurrent with this Addendum; and WHEREAS, the parties hereto desire to modify the Agreement as set forth herein. NOW THEREFORE, the parties mutually agree as follows: 1. Section 6 of the Agreement is deleted in its entirety and replaced with the following: Confidential Information. From time to time during the Term, Licensor may disclose or make available to Licensee information about its business affairs, products, confidential intellectual property, trade secrets, third -party confidential information, and other sensitive or proprietary information that is marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to Licensee at the time of disclosure; (c) rightfully obtained by Licensee on a non -confidential basis from a third party; or (d) independently developed by Licensee. Licensee shall not disclose Licensor's Confidential Information to any person or entity, except to Licensee's employees who have a need to know the Confidential Information for Licensee to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, Licensee may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law. On the expiration or termination of the Agreement, Licensee shall promptly return to Licensor all copies, whether in written, electronic, or other form or media, of Licensor's Confidential Information, or destroy all such copies and certify in writing to Licensor that such Confidential Information has been destroyed. Licensee's obligations of non -disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to Licensee; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of nondisclosure will survive the