premise: The Recipient will hold and keep, and will ensure that all of the Recipient’s Team will hold and keep, the Confidential Material in confidence and in trust for the City, using at least the same degree of care, but no less than a reasonable degree of care, as the Recipient uses to protect its own similar confidential information of like importance, and will, (a) prevent any access, reproduction, disclosure or use of the Confidential Material not expressly authorized herein, (b) disclose the Confidential Material only to those of the Recipient’s Team who have a definable need to know such information for Purpose, provided that such Recipient’s Team are bound by a confidentiality agreement with the Recipient no less restrictive than this Agreement, and in the event the employment or appointment of any such person is terminated, the Recipient agrees to use its best efforts to recover any of the Confidential Material in such person’s custody or control.  The Recipient will be responsible for all damages arising from any disclosure of all or part of the Confidential Material or any act in contravention of this Agreement by a person to whom such Confidential Material was given by the Recipient as if the disclosure were made or the act performed directly by the Recipient, (c) not, and will ensure that each of the Recipient’s Team will not, copy or reproduce any of the Confidential Material, except as strictly necessary in order to carry out the Purpose, and