PORTERHOUSE SLED, LLC (#2027187)

Porterhouse | City of Pleasanton, California | Professional Services Agreement | Page 13 13.4 Infringement Mitigation. If the Services or a Deliverable is, or in Porterhouse's judgment is likely to become, the subject of an infringement claim, Porterhouse shall, at its own expense and in this order of preference: (a) procure the City's right to continue use; (b) replace or modify the affected item with a non-infringing equivalent of at least equal capability; or (c) if neither is commercially reasonable, terminate the affected SOW and refund all fees and expenses paid for the affected item. 13.5 Sole Remedy. This Section 13 states each Party's exclusive remedy for third-party intellectual property claims. Section 14: Confidentiality 14.1 Obligations. The receiving Party shall use the disclosing Party's Confidential Information only to perform under the Agreement, shall not disclose it to third parties without approval, and shall protect it with at least the same precautions it uses for its own similar information, and never less than reasonable care. 14.2 Permitted Recipients. The receiving Party may share Confidential Information with employees, agents, contractors, and Subcontractors who have a legitimate need to know and are bound by obligations no less protective than this Section 14. 14.3 Exclusions. Confidential Information does not include information that is documented to be (a) public through no fault of the receiving Party; (b) rightfully known before receipt; (c) rightfully received from a third party without restriction; or (d) independently developed. Personal data remains Confidential Information even if an exclusion would otherwise apply. 14.4 Equitable Relief. Breach of this Section 14 may cause harm that money damages cannot remedy, and the disclosing Party may seek injunctive and other equitable relief. 14.5 Whistleblower Immunity. Individuals retain the immunities provided by the Defend Trade Secrets Act, 18 U.S.C. Section 1833(b). Section 15: Required Disclosures 15.1 Legal Requirements. A Party may disclose Confidential Information to the extent required by Law, provided it gives advance notice where legally permitted, cooperates with the other Party's efforts to obtain protective treatment at the other Party's expense, and discloses only the legally required portion. 15.2 California Public Records Act. Porterhouse acknowledges that the City is subject to the California Public Records Act, Government Code Section 7920.000 et seq. (the "CPRA"), and that this Agreement and records in the City's possession may be public records. If the City Docusign Envelope ID: 0FE3D53F-485C-88F0-83B1-0E900318BA33