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decompile any Confidential Information.Recipient further agrees to immediately provide Notice to Discloser of any loss or unauthorized disclosure or use of any Confidential Information of Discloser. 13.NISC IP Confidentiality&Protection:Associate Member acknowledges that the NISC Software and any original and copies thereof,in whole or in part,and all NISC Intellectual Property Rights("NISC IP")as well as other NISC Confidential Information belong exclusively to NISC and are of great value to NISC and its Associate Members and that unauthorized use,disclosure or reproduction would cause NISC and its Associate Members irreparable harm. Associate Member shall hold private and confidential any and all NISC IP and other Confidential Information unless this or other agreement(s) between the Parties authorize disclosure. Machine readable portions of the Software are intended for use only by Associate Member.Associate Member shall not release machine readable nor human readable portions of Software to any other person,firm or entity under any circumstances.'Associate Member agrees that all materials supplied by NISC under this Agreement shall be kept in a secure place and Associate Member shall take appropriate action satisfactory to NISC by instruction,agreement or otherwise,with any person permitted access to the Software,to assure continuous confidentiality. Associate Member shall refrain from making copies of all or any portion of the Software on any media,whether in machine readable or human readable form, except as provided in this Agreement. Associate Member shall not permit its employees or third parties to make any copies or reverse assemble,reverse compile,or otherwise attempt to translate the Software. If Associate Member elects to leave the NISC network or if NISC elects to not renew the Agreement,thereby requiring certain items of file documentation, Associate Member will be provided only with the documentation necessary to effect such a move within thirty(30)days from the date that the Notice is given. Associate Member may share this documentation with third parties on the condition that a non-disclosure form is executed between NISC and those third parties to insure the protection of intellectual property and in order to facilitate a smooth transition. Associate Member assumes responsibility for any violations of this Agreement by any of Associate Member's employees or representatives. Associate Member acknowledges that NISC will not have an adequate remedy at law in the event of any breach of the obligations imposed upon Associate Member by this section and NISC shall be entitled to injunctive and/or other equitable relief to prevent or remedy any breach. 14.Compelled Disclosure: If Recipient is compelled or obligated to disclose Discloser's Confidential Information pursuant to any statute,regulation,or court order,the same shall not be a breach of this Agreement. Recipient shalt,as soon as reasonably possible,give Discloser Notice of the same and shall cooperate with Discloser in Discloser's efforts to seek a protective order or other legal remedy.Discloser shall reimburse Recipient all Recipient's reasonable and necessary out-of-pocket costs associated with compliance with this Section. 15.Publicly Funded Entity:Anything in this Agreement to the contrary notwithstanding,the parties acknowledge that Associate Member is subject to certain public records laws and compliance with such laws shall not be a breach of this Agreement.In the event Associate Member is requested to provide any information the confidentiality of which is protected under this Agreement,Associate Member shall forthwith provide NISC with Notice of the request,but in any case no less than half the number of days in which Associate Member has to respond to such request. 16.Return of Confidential Information: All Confidential Information(including all copies thereof)shall be returned to the original Discloser after the Recipient's need for it has expired,or upon request of Discloser,and,in all cases,upon completion or termination of this Agreement.Upon request,the.Recipient shall certify to Discloser that all Confidential Information has been returned or permanently destroyed,which certification shall include the steps taken to comply with this section. 17.Indemnification:Associate Member agrees to indemnify,defend,and hold NISC harmless from and against any and all claims,including reasonable attorneys'fees,costs,and expenses incidental thereto,which may be suffered by,accrued against,charged to,or recoverable from NISC,arising out Associate Member's breach of this Agreement or violation of any applicable law,rule,or regulation. Page 6 ®2014-2015 NISC.All Rights Reserved CONFIDENTIAL 25203 SSA-NISC-EIk River Municipal Utilities-v2•nisc(2).docx 153