Lateral Proposal - St Joe Valley Metronet - Tech Resource Center Metronet Buildout

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7, AdequateConsideratioii, Each Party deems the value of the license it accepts from the other 'Party tinder the provisions of §4 to be Lair and adequate compensation for the license it grants to the other Party, Accordingly, neither Party shall receive any consideration for the license it grants Linder this Agreement other than the license it accepts under this Agreement. Furthermore, for the avoidance of doubt, the Parties expressly state that City shall not be entitled to any share of fees that may be collected by SJVMI under the provisions of agreements permitting third parties to access Dark Fiber in SJVMI-awned Cable, nor will SJVMI be entitled to a fee or any other use by City of its right-of-way or the conduit within the right-of-way.. 8. Rc15 sibiljLly F�2- 8.1 City shall at its Sole eXPCDSC install and maintain in proper working order all City - owned facilities which are subject to the license granted by City in §4. 8.2 SJVMI shall at its sole expense maintain in proper working order, in compliance with prevailing telecommunications industry standards, all SJVMI-oAqicd Cable and related facilities which are subject to the license granted by SJVMI in §4, 9. Conliderifial 1111"orn 'No ion Ai dndisclosure. 9.1 infor, at't"To'—ndisclosed by a Party (the "Discloser") and received by the other Party (the "Recipient") during performance under this Agreement is deenied "Confidential Information", if it is: a. marked or otherwise identified as confidential; b. stated to be confidential at the time disclosed, followed within a reasonable time by a writing so identifying the information; or c. stipulated in this Agreement to be Confidential Information. 9.2 Confidential Information does not include information that Recipient can establish was rightfully already known to Recipient at the time of its disclosure, independently developed by a Party without referring to the other Party's Confidential Information, known to the public through a source other than Recipient, or disclosed to Recipient by a third party not having an obligation of nondisclosure to the proprietor of the information. 9.3 Subject to the provisions of §9.4: a. Recipient shall protect the confidentiality of Discloser's Confidential In -formation, by using efforts commensurate with those it employs to protect the confidentiality of corresponding information of its own, or its best efforts, whichever provides greater protection, b. Recipient shall not disclose Confidential Information received from Discloser to anyone, except Recipient's employees or other persons acting on Recipient's behalf who must know the Discloser's Confidential Information to perform activities for Recipient's enjoyment of rights and fulfillment of obligations Linder this Agreement. c. Recipient shall not use Discloser's Confidential Information except to perform activities for Recipient's enjoyment of rights and ftilfi 11merit of obligations under this Agreement. 9.4 The obligation of nondisclosure tinder §9.3 does not apply to information that Recipient is required to disclose by law, regulation, or court order provided that Recipient shall promptly give Notice to Discloser of any such disclosure. 9,5 Recipient shall comply with. this §9 for as long as the information remains Reciprocid License Agicumeol betweva City and &IVN41 Pap 6 of 12