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interests and claims of any kind related thereto, including copyright. Consultant shall promptly
disclose such work product to District and, at the District’s expense, perform all actions reasonably
requested by District (whether during or after the Term) to establish and confirm such ownership
(including, without limitation, executing any necessary assignments, consents, powers of attorney
and other instruments).

6.2 Confidential Information. Consultant acknowledges that during the Term
it may receive or have access to certain information, observations and data (including, but not
limited to, trade secrets, designs, ideas, products, research, software, and financial data) concerning
the business or affairs of District (“Confidential Information”) which is, and shall remain the
property of District. Consultant shall take all reasonably appropriate steps to safeguard
Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.
Consultant agrees that it shall not disclose to any unauthorized person or use for its own purposes
any Confidential Information without the prior written consent of District, unless and to the extent
that the Confidential Information becomes generally known to and available for use by the public
other than as a result of Consultant’s acts or omissions. Consultant shall deliver to District at the
termination or expiration of the Term, or at any other time District may request, all memoranda,
notes, plans, records, reports, computers and computer records, printouts and software and other
documents and data (and copies thereof) embodying or relating to the Confidential Information,
work product (as discussed in 6.1) or the business of District, which Consultant may then possess
or have under its control. Neither party shall be liable for disclosure or use of Confidential
Information which: (a) was known by the receiving party at the time of disclosure due to
circumstances unrelated to this Agreement; (b) is generally available to the public without breach
of this Agreement; (c) is disclosed with the prior written approval of the disclosing party; or (d) is
required to be released by applicable law or court order (provided that Disclosing Party is given
prompt written notice thereof and is allowed to exhaust all reasonable legal remedies to maintain the
confidentiality of the information).

7. Records. All records, documents or other instruments evidencing all labor costs,
payroll costs or other expenses incurred in connection with Consultant’s performance of the
Services shall be kept in a manner consistent with industry standards and practices and made
available to District upon written request. Retention of the records contemplated by this Section
7 shall be retained for a period of no less than four (4) years from the date of final billing or
termination of this Agreement, whichever shall first occur.

Consultant further agrees to maintain all design calculations and final work product
on file in legible and readily accessible form. A copy of such material shall be available to District,
at District’s sole cost and expense, and the originals of such materials and items, including any
additions, amendments or modification thereto shall not be destroyed by Consultant unless
Consultant fails to object to such destruction upon District providing Consultant with sixty (60)
days advance written notice, indicating that such material is scheduled to be destroyed.

8. Relations with Construction Contractor. Consultant shall not directly or indirectly
communicate with or consult with any construction contractor utilized in the Project, except in the
presence of or with the specific written consent of the District.

3

SBVMWD Consulting Agreement
Rev. 7/2015

Yucaipa Groundwater Sustainability Agency - March 14, 2018 - Page 156 of 226