HomeMy WebLinkAboutC2011-377 - 9/29/2011 - NAto)brazos
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SOFTWARE MAINTENANCE AGREEMENT
This Agreement ( "Agreement ") is made and entered into and effective 181 day of October
2011, by and between Brazos Technology Corporation, having its principal place of
business at 526 University Drive East, Suite 201 -A, College Station, Texas 77840, USA
('Brazos Technology ") and City of Corpus Christi , a Texas Municipality, having its
principal place of business at 1201 Leopard St., Corpus Christi, TX 78401 ( "Licensee ").
Licensee
WHEREAS, BRAZOS TECHNOLOGY has provided to Licensee certain software
as specified in Exhibit A of this Agreement ( "Covered Software ") pursuant to a software
license agreement between the parties (the "License Agreement "); and
WHEREAS, Licensee wishes to have BRAZOS TECHNOLOGY provide
maintenance and support services pursuant to the terms and conditions of this
Agreement;
NOW, THEREFORE, the parties agree as follows:
L INCORPORATION OF DOCUMENTS
The following documents are attached hereto and, by this reference, incorporated
in this Agreement:
Exhibit A Covered Sites, Software & Configuration
Exhibit B Authorized Licensee Contacts
Exhibit C Services and Fees
COVERAGE
During the term of this Agreement, BRAZOS TECHNOLOGY agrees to provide
maintenance and support services for the Covered Software operating at the site(s) and
on the hardware configurations listed in Exhibit A ( "Maintenance Services "). Unless
specifically listed in Exhibit A, Section II, Covered Software does not include hardware
vendor operating systems and other system software, Licensee- developed software,
and third -party software (except any third party software embedded in the Covered
Software).
III. DESCRIPTION OF MAINTENANCE SERVICES
A. Support Services. During the term of this Agreement, BRAZOS TECHNOLOGY
will provide the services described herein so as to maintain the Covered Software in
good working order, keeping it free from material defects so that the Covered Software
shall function properly.
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(1) Service Response. BRAZOS TECHNOLOGY will make available to Licensee
a telephone number (the "Support Center HOTLINE ") for Licensee to call
requesting service of the Covered Software. The Support Center HOTLINE
operates 24 x 7 x 365. The HOTLINE can also be used to notify BRAZOS
TECHNOLOGY of problems associated with the Covered Software and related
documentation.
B. Remedial Support. Upon receipt by BRAZOS TECHNOLOGY of notice from
Licensee through the Support Center HOTLINE of an error, defect, malfunction or
nonconformity in the Covered Software, BRAZOS TECHNOLOGY shall respond as
provided below:
Severity 1: Produces an emergency situation in which the Covered Software is
inoperable, produces incorrect results, or fails catastrophically.
RESPONSE: BRAZOS TECHNOLOGY will provide a response by a qualified
member of its staff to begin to diagnose and to correct a Severity 1 problem as
soon as reasonably possible, but in any event a response via telephone will be
provided within one (1) hour. BRAZOS TECHNOLOGY will continue to provide
best efforts to resolve Severity 1 problems in less than forty -eight (48) hours. The
resolution will be delivered to Licensee as a work- around or as an emergency
software fix. If BRAZOS TECHNOLOGY delivers an acceptable work- around, the
severity classification will drop to a Severity 2.
Severity 2: Produces a detrimental situation in which performance (throughput or
response) of the Covered Software degrades substantially under reasonable
loads, such that there is a severe impact on use; the Covered Software is
usable, but materially incomplete; one or more mainline functions or commands
is inoperable; or the use is otherwise significantly impacted.
RESPONSE: BRAZOS TECHNOLOGY will provide a response by a qualified
member of its staff to begin to diagnose and to correct a Severity 2 problem as
soon as reasonable possible, but in any event a response via telephone will be
provided within four (4) hours. BRAZOS TECHNOLOGY will exercise best
efforts to resolve Severity 2 problems within five (5) days. The resolution will be
delivered to Licensee in the same format as Severity 1 problems. If BRAZOS
TECHNOLOGY delivers an acceptable work- around for a Severity 2 problem,
the severity classification will drop to a Severity 3.
Severity 3: Produces an inconvenient situation in which the Covered Software is
usable, but does not provide a function in the most convenient or expeditious
manner, and the user suffers little or no significant impact.
RESPONSE: BRAZOS TECHNOLOGY will exercise best efforts to resolve
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Severity 3 problems in the next maintenance release.
Severity 4: Produces a noticeable situation in which the use is affected in some
way which is reasonably correctable by a documentation change or by a future,
regular release from BRAZOS TECHNOLOGY.
RESPONSE: BRAZOS TECHNOLOGY will provide, as agreed by the parties, a
fix or fixes for Severity 4 problems in future maintenance releases.
C. Maintenance Services. During the term of this Agreement, BRAZOS
TECHNOLOGY will maintain the Covered Software by providing software updates and
enhancements to Licensee as the same are offered by BRAZOS TECHNOLOGY to its
licensees of the Covered Software under maintenance generally ( "Updates "). All
software updates and enhancements provided to Licensee by BRAZOS
TECHNOLOGY pursuant to the terms of this Agreement shall be subject to the terms
and conditions of the License Agreement between the parties. Updates will be provided
on an as- available basis and include the items listed below:
(1) Bug fixes;
(2) Enhancements to market data service software provided by BRAZOS
TECHNOLOGY to keep current with changes in market data services or
as BRAZOS TECHNOLOGY makes enhancements;
(3) Enhancements to keep current with the current hardware vendor's OS
releases, as available from BRAZOS TECHNOLOGY, provided that the
current hardware vendor's OS release is both binary and source -
compatible with the OS release currently supported by BRAZOS
TECHNOLOGY; and
(4) Performance enhancements to Covered Software.
(5) Updates do not include:
(a) Platform extensions including product extensions to (i) different
hardware platforms; (ii) different windowing system platforms; (iii)
different operating system platforms; and
(b) New operating system updates or hardware bins updates.
Updates will be provided in machine - readable format and updates to related
documentation will be provided in hard copy form. All such deliveries shall be
made electronically to the installed computers automatically during a sync
process. Licensee agrees to sync each device no less than once per month to
obtain any software or configuration changes. Duplication, distribution and
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installation of documentation updates are the responsibility of Licensee. If
requested, BRAZOS TECHNOLOGY will provide on -site assistance in the
installation of Updates on a time and materials basis, plus expenses.
BRAZOS TECHNOLOGY will provide support services for previous releases for
a minimum period of six (6) months following the general availability of a new
release or software update. After this time, BRAZOS TECHNOLOGY shall have
no further responsibility for supporting and maintaining the prior releases.
BRAZOS TECHNOLOGY assumes no responsibility for the correctness of,
performance of, or any resulting incompatibilities with, current or future releases
of the Covered Software if the Licensee has made changes to the system
hardware /software configuration or modifications to any supplied source code
which changes effect the performance of the Covered Software and were made
without prior notification and written approval by BRAZOS TECHNOLOGY.
BRAZOS TECHNOLOGY assumes no responsibility for the operation or
performance of any Licensee - written or third -party application.
D. Services Not Included. Maintenance Services do not include any of
the following: (1) custom programming services; (2) on -site support, including
installation of hardware or software; (3) support of any software not Covered
Software; (4) training; or (5) out -of- pocket and reasonable expenses, including
hardware and related supplies.
IV. ON -SITE SUPPORT
As requested by Licensee, and upon reasonable notice and approval by BRAZOS
TECHNOLOGY, BRAZOS TECHNOLOGY shall maintain personnel at any of the
covered Sites. On -site personnel will perform ongoing system administration,
monitoring, reconfiguration and tuning, problem diagnosis, and resolution, and
interfacing with Licensee personnel on production system issues, to the extent possible
during normal business hours. These personnel shall also be responsible for the
installation of new BRAZOS TECHNOLOGY software releases on the production
system and the distribution of documentation updates. In addition, on -site personnel will
provide training to Licensee personnel on the operation and administration of the
Covered Software as time permits.
V. TIME AND MATERIALS SERVICES
A. For Non - BRAZOS TECHNOLOGY Problems. In the event that Licensee
notifies BRAZOS TECHNOLOGY of a problem experienced by Licensee in
connection with the operation of the Covered Software, BRAZOS
TECHNOLOGY shall respond as provided in Section III.B., above. If the cause of
such problem is not an error, defect or nonconformity in the Covered Software,
Licensee shall compensate BRAZOS TECHNOLOGY for all work performed by
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BRAZOS TECHNOLOGY in connection therewith, on a time and materials basis
at Brazos Technology's then current standard rates, unless otherwise agreed by
the parties in writing at the time, plus expenses. All expenses for travel and
travel- related expenses and individual expenses require the prior written
approval of City Manager or designee.
B. For Non - BRAZOS TECHNOLOGY Software. Upon request and reasonable
notice from Licensee, BRAZOS TECHNOLOGY will provide assistance in the
installation of non - BRAZOS TECHNOLOGY software on a time and materials
basis, plus expenses. Non - BRAZOS TECHNOLOGY software consists of any
software not specifically listed in Exhibit A, Section 11, including the following:
1. New releases and updates to hardware vendor operating systems and
other system software not listed in Exhibit A;
2. Licensee - developed software; and
3. Third -party software (except third party software embedded in the
Covered Software).
VII. ACCESS
Software Maintenance is conditioned upon provision by Licensee to BRAZOS
TECHNOLOGY of reasonable appropriate access to the system(s) running the Covered
Software, including, but not limited to, passwords, system data, file transfer capabilities,
and remote log -in- capabilities. BRAZOS TECHNOLOGY will maintain security of the
system and use such access only for the purposes of this Agreement and will comply
with Licensee standard security procedures. Information accessed by BRAZOS
TECHNOLOGY agents or employees as a result of accessing Licensee system shall be
deemed confidential information pursuant to the terms of the Software License
Agreement executed concurrently between the parties hereto.
Licensee shall also use commercially reasonable efforts to provide an active voice
telephone line at each site which is available continuously when required for support
access.
Vlll. PROBLEM REPORTING AND TRACKING PROCEDURES
Licensee may use the services described herein only by making reference to the
authorized support Agreement number. All such reports and requests will be made
through the authorized individuals (up to two [2] per site), designated by Licensee in
Exhibit B, who may be changed by Licensee from time to time by written notice to
BRAZOS TECHNOLOGY. A twenty -four (24) hour Support Center HOTLINE is
provided for problem reporting outside of normal business hours.
IX. FEES
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A. Maintenance Fees. Fees for Maintenance Services provided under this
Agreement are contained in Exhibit C. Any time a site or software package is added or
deleted from Exhibit A, BRAZOS TECHNOLOGY will automatically adjust and/or
amend Exhibit A and Exhibit C accordingly. BRAZOS TECHNOLOGY will also perform
a bi- annual audit of all sections in Exhibit A. If changes have occurred, BRAZOS
TECHNOLOGY will adjust and /or amend Exhibit A and Exhibit C, and maintenance
fees will be adjusted accordingly.
Rates will be reviewed and adjusted accordingly when another site is added
and /or the workstation /server base increases (i.e., added equipment and /or installed
software) and /or software to be supported exceeds the Covered Software.
B. Expenses. Licensee agrees to reimburse BRAZOS TECHNOLOGY for
reasonable expenses related to the performance of services. Expenses may include,
but are not limited to, charges for materials, freight, travel (including lodging and
associated expenses), printing and documentation, and other out -of- pocket expenses
reasonably required for performance. All expenses for travel and travel- related
expenses and individual expenses require the prior written approval of the City
Manager or designee.
X. PAYMENT
A. Maintenance fees and fees for on -site support, if applicable, will
be invoiced annually, thirty (30) days in advance of the year.
XI. EXCLUSION OF LIABILITY
BRAZOS TECHNOLOGY MAKES AND LICENSEE RECEIVES NO WARRANTY
EXPRESS OR IMPLIED AND THERE IS EXPRESSLY EXCLUDED ALL
WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR
PURPOSE. LICENSEE ACKNOWLEDGES AND AGREES THAT THE MAINTENANCE
FEES AND OTHER CHARGES WHICH BRAZOS TECHNOLOGY IS CHARGING
UNDER THIS AGREEMENT DO NOT INCLUDE ANY CONSIDERATION FOR
ASSUMPTION BY BRAZOS TECHNOLOGY OF THE RISK OF LICENSEE
CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OF UNLIMITED DIRECT
DAMAGES. ACCORDINGLY, BRAZOS TECHNOLOGY SHALL HAVE NO LIABILITY
WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR
CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, EVEN IF IT HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE
CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT SHALL
BRAZOS TECHNOLOGY BE LIABLE HEREUNDER TO LICENSEE FOR
CUMULATIVE DIRECT DAMAGES IN ANY AMOUNT GREATER THAN THAT PAID
BY LICENSEE TO BRAZOS TECHNOLOGY UNDER THIS AGREEMENT AS A
MAINTENANCE FEE FOR THE PREVIOUS THIRTY -SIX (36) MONTH PERIOD
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IMMEDIATELY PRECEDING THE ACCRUAL OF THE CAUSE OF ACTION.
XII. General
A. Each party acknowledges that it is bound by the terms of this
Agreement and further agrees that it is the complete and exclusive statement of the
Agreement between the parties, which supersedes and merges all prior proposals,
understandings and all other Agreement with respect to software maintenance, oral and
written, between the parties relating to this Agreement. This Agreement may not be
modified or altered except by a written instrument duly executed by both parties.
B. This Agreement and performance hereunder shall be governed by and
construed in accordance with the laws of the State of Texas. Any and all proceedings
relating to the subject matter hereof shall be maintained in the state or federal courts of
Nueces County, Texas, which courts shall have exclusive jurisdiction for such purpose.
Each of the parties waives any objection to venue or in personam jurisdiction, provided
that service is effective.
C. If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall
in no way be affected or impaired thereby.
D. Neither party may assign, without the prior written consent of the other, its
rights, duties or obligations under this Agreement to any other person or entity, in whole
or in part.
E. The waiver or failure of either party to exercise in any respect any right
provided for herein shall not be deemed a waiver of any further right hereunder.
F. BRAZOS TECHNOLOGY shall comply wth the attached insurance
requirements.
XIII. TERM AND TERMINATION
The term of this Agreement shall be for one (1) year. Software Maintenance
service shall commence upon the expiration of the Warranty Period set forth in the
License Agreement or immediately upon the execution of the Software License by
Licensee if no Warranty Period is identified in the License Agreement, and shall remain
in effect for the original one -year (1 -year) term and, thereafter, for renewal terms on a
year -to -year basis until terminated (i) by Licensee in the event the Covered Software is
taken out of service (for any reason) and upon thirty (30) days' notice to BRAZOS
TECHNOLOGY; (ii) by either party upon sixty (60) days' notice prior to the expiration of
the original one -year (1 -year) or any subsequent one -year (1 -year) renewal term; (iii) by
either party upon a default of the other party, such default remaining uncured for thirty
(30) days from the date of written notice from the non - defaulting party to the other
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specifying such default; (iv) upon the bankruptcy or insolvency of BRAZOS
TECHNOLOGY; or (v) the License Agreement is terminated. Upon such termination,
BRAZOS TECHNOLOGY shall refund to Licensee a portion of the maintenance fee
prorated to reflect the date of termination and neither BRAZOS TECHNOLOGY nor
Licensee shall have any further obligations hereunder.
IN WITNESS WHEREOF, each party has caused a counterpart of the original of
this Agreement to be executed as of the date first written above by its duly authorized
representative.
CITY OF CORPUS CHRISTI
Signed
BRAZOS TECHNOLOGY
Signed:�
Print Name: Q�atC� L- G 1 60 Yt
Title: Xtrana ci er
Date:
APPM as tO fprm
sa Agul 11
Assistant c iy Attorney
For City Attorney
Print Name: Michael McAleer
Title. President
Date:
I - 1i. - ZOI f
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EXHIBIT A -- COVERED SITES, SOFTWARE AND CONFIGURATION
A. Covered Sites.
This Agreement covers the following Licensee sites:
Corpus Christi Police Department
Corpus Christi Municipal Court
B. Covered Software.
This Agreement covers the following software components at each site
listed in Exhibit A, Section A:
Brazos BuildIT Website for eCitation processing
Brazos RunIT Mobile software
eCitation processing for both Symbol MC70175s
C. Covered Configuration.
A. 1
This Agreement covers the following configuration:
Five (5) workstation /PDA licenses of Covered Software purchased by Licensee.
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EXHIBIT B -- AUTHORIZED LICENSEE CONTACTS
For purposes of this Agreement, the following individuals shall be designated
per site as the authorized Licensee support contacts:
Corpus Christi PD Address:
Name Title Phone #
Contact: Marc Denson, Parking Control Supervisor, 826 -3003
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EXHIBIT C -- SERVICES AND FEES
A. Maintenance Fee
Maintenance Services for the applications and configuration listed in Exhibit A
will be included in the software cost for the first year of this Agreement.
Thereafter, the maintenance service fee is $250 per unit per year, until adjusted
by written mutual agreement of the parties.
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INSURANCE REQUIREMENTS
I. BRAZOS TECHNOLOGY'S LIABILITY INSURANCE
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A. Brazos Technology must not commence work under this agreement until all
insurance required herein has been obtained and such insurance has been
approved by the City. Brazos Technology must not allow any subcontractor to
commence work until all similar insurance required of the subcontractor has
been obtained.
B. Brazos Technology must furnish to the City's Risk Manager two (2) copies of
Certificates of Insurance with applicable policy endorsements, showing the
following minimum coverage by insurance company(s) acceptable to the City's
Risk Manager. The City must be named as an additional insured for the General
liability policy and a blanket waiver of subrogation is required on all applicable
policies.
TYPE OF INSURANCE
MINIMUM INSURANCE COVERAGE
30 -Day written notice of cancellation
Bodily Injury and Property Damage
required on all certificates or by policy
Per occurrence 1 aggregate
endorsement(s)
COMMERCIAL GENERAL LIABILITY
$1,000,000 COMBINED SINGLE LIMIT
including:
1. Commercial Broad Form
2. Premises — Operations
3. Products/ Completed Operations
4. Contractual Liability
5. Independent contractors
6. Personal Injury
AUTOMOBILE LIABILITY
$500,000 COMBINED SINGLE LIMIT
1. Owned Vehicles
2. Hired & non -owned vehicles
ELECTRONIC PROFESSIONAL
$1,000,000 per claim (defense costs not
LIABILITY including:
included as part of policy limits)
Coverage provided must cover officers,
directors employees and agents
1. ERRORS AND OMMISIONS
WHICH COMPLIES WITH THE TEXAS
WORKERS' COMPENSATION
WORKERS' COMPENSATION ACT and
SECTION 11 OF THIS EXHIBIT
EMPLOYERS' LIABILITY
$500,000/ $500,000/ $500,000
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C. In the event of accidents of any kind, the Brazos Technology must furnish the
Risk Manager with copies of all reports of such accidents within ten (10) days of
accident.
ll. ADDITIONAL_ REQUIREMENTS
A. Brazos Technology must obtain workers' compensation coverage through a
licensed insurance company in accordance with Texas law. The contract for
coverage must be written on a policy and endorsements approved by the Texas
Department of Insurance. The coverage provided must be in amounts sufficient
to assure that all workers' compensation obligations incurred will be promptly
met.
B. Brazos Technology's financial integrity is of interest to the City; therefore, subject
to Brazos Technology's right to maintain reasonable deductibles in such
amounts as are approved by the City, Brazos Technology shall obtain and
maintain in full force and effect for the duration of this Contract, and any
extension hereof, at Brazos Technology's sole expense, insurance coverage
written on an occurrence basis, by companies authorized and admitted to do
business in the State of Texas and with an A.M. Best's rating of no less than A-
VII.
C. The City shall be entitled, upon request and without expense, to receive copies
of the policies, declarations page and all endorsements thereto as they apply to
the limits required by the City, and may require the deletion, revision, or
modification of particular policy terms, conditions, limitations or exclusions
(except where policy provisions are established by law or regulation binding
upon either of the parties hereto or the underwriter of any such policies). Brazos
Technology shall be required to comply with any such requests and shall submit
a copy of the replacement certificate of insurance to City at the address provided
below within 10 days of the requested change. Brazos Technology shall pay any
costs incurred resulting from said changes. All notices under this Article shall be
given to City at the following address:
City of Corpus Christi
Attn: Risk Management
P.O. Box 9277 .
Corpus Christi, TX 78469 -9277
(361) 826 -4555- Fax #
D. Brazos Technology agrees that with respect to the above required
insurance, all insurance policies are to contain or be endorsed to contain
the following required provisions:
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• Name the City and its officers, officials, employees, volunteers, and elected
representatives as additional insured by endorsement, as respects operations
and activities of, or on behalf of, the named insured performed under contract
with the City, with the exception of the workers' compensation and professional
liability polices;
• Provide for an endorsement that the "other insurance" clause shall not apply to
the City of Corpus Christi where the City is an additional insured shown on the
policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
• Provide thirty (30) calendar days advance written notice directly to City of any
suspension, cancellation, non - renewal or material change in coverage, and not
less than ten (10) calendar days advance written notice for nonpayment of
premium.
E. Within five (5) calendar days of a suspension, cancellation, or non - renewal of
coverage, Brazos Technology shall provide a replacement Certificate of
Insurance and applicable endorsements to City. City shall have the option to
suspend Brazos Technology's performance should there be a lapse in coverage
at any time during this contract. Failure to provide and to maintain the required
insurance shall constitute a material breach of this agreement.
F. In addition to any other remedies the City may have upon Brazos Technology's
failure to provide and maintain any insurance or policy endorsements to the
extent and within the time herein required, the City shall have the right to order
Brazos Technology to stop work hereunder, and/or withhold any payment(s)
which become due to Brazos Technology hereunder until Brazos Technology
demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to
which Brazos Technology may be held responsible for payments of damages to
persons or property resulting from Brazos Technology's or its subcontractor's
performance of the work covered under this agreement.
H. It is agreed that Brazos Technology's insurance shall be deemed primary and
non - contributory with respect to any insurance or self insurance carried by the
City of Carpus Christi for liability arising out of operations under this agreement.
I. It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this agreement.
2011 Electronic Parking Citation software purchase and maintenance ins. req.
9- 1 -11ep Risk Mgmt
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