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ARTICLE 7 - PROPRIETARY INFORMATION <br />7.1 All proprietary information (as defined herein) obtained by City from Honeywell in <br />connection with this Agreement shall remain the property of Honeywell, and City shall not <br />divulge such information to any third party without prior written consent of Honeywell. As <br />used herein, the term "proprietary information" shall mean written information (or oral <br />information reduced to writing), or information in machine-readable form, including but not <br />limited to software supplied to City hereunder which Honeywell deems proprietary or <br />confidential and characterizes as proprietary at the time of disclosure to City by marking or <br />labeling the same "Proprietary," "Confidential," or "Sensitive." City shall incur no <br />obligations hereunder with respect to proprietary information which: (a) was in City's <br />possession or was known to City prior to its receipt from Honeywell; (b) is independently <br />developed by City without the utilization of such confidential information of Honeywell; (c) <br />is or becomes public knowledge through no fault of City; (d) is or becomes available to City <br />from a source other than Honeywell; (e) is or becomes available on an unrestricted basis to <br />a third party from Honeywell or from someone acting under its control; (f) is received by <br />City after notification to Honeywell that City will not accept any further information. <br />ARTICLE 8 - PATENT INDEMNITY <br />8.1 Honeywell shall, at its expense, defend or, at its option, settle any suit that may be instituted <br />against City for alleged infringement of any United States patents related to the hardware or <br />software manufactured and provided by Honeywell ("the Equipment"), provided that: <br />A. Such alleged infringement consists only in the use of the Equipment by itself and not <br />as part of, or in combination with, any other devices, parts or software not provided <br />by Honeywell hereunder; <br />B. City gives Honeywell reasonable notice in writing of any such suit and permits <br />Honeywell, through counsel of its choice, to answer the charge of infringement and <br />I:\djm\Agreements\5053 Energy Mgmnt.wpd <br />4 <br />