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State of Minnesota -U.S. Bank Commercial Card Solutions -Participating Addendum
<br />Contract# 75413 Purchasing Card Contract# 75427 Fleet Card
<br />Appendix A, Document 2 -U.S. Bank Commercial Card Master Agreement
<br />respective industry standards to maintain an appropriate information security program to prevent the unauthorized
<br />disclosure, misuse, alteration, or destruction of Confidential Information.
<br />B. Confidentiality. The Parties agree to the following provisions regarding the use and disclosure of Confidential
<br />Information:
<br />1. Confidential lnfonnalion. For purposes of this Agreement, "Confidential lnfonnation" means information supplied by
<br />one Party ("Disclosing Party") to the other Party ("Recipient'') that is expressly or implicitly protected from unrestricted
<br />use by persons not associated with Disclosing Party.
<br />a. U.S. Bank Confidential lnfonnation. U.S. Bank and Government Entity agree that the Commercial Card Program
<br />and/or Global Commercial Card Program is a unique service involving the exchange of proprietary and/or
<br />Confidential Information between the Parties. Government Entity agrees that Commercial Card Program and/or
<br />Global Commercial Card Program reports, manuals, documentation, and related materials shall be circulated by it
<br />only to the extent necessary for Government Entity to manage the Commercial Card Program or Global
<br />Commercial Card Program and/or use such information in connection with Government Entity's business.
<br />b. Government Entity Confidential Information. U.S. Bank and Government Entity agree that any non-public
<br />financial information of Government Entity and any non-public data regarding Government Entity Accounts,
<br />Transactions, charges, spending volume or repayment terms is Confidential Information of Government Entity and
<br />such information shall be circulated by U.S. Bank only to the extent necessary for U.S. Bank to offer the
<br />Commercial Card Program and/or Global Commercial Card Program.
<br />2. Restriction. Government Entity and U.S. Bank agree to take all reasonable steps to safeguard the other Party's
<br />proprietary and Confidential Information and not to release such Information lo any person or Party not essential to
<br />participation in the Commercial Card Program and/or Global Commercial Card Program.
<br />3. Care. The Recipient shall provide the same care to avoid an unauthorized disclosure, misuse, alteration or
<br />destruction of Confidential Information of the Disclosing Party as it provides to protect its own similar proprietary
<br />information, but in no event, less than a reasonable standard of care,
<br />4. Relief. Because damages may be difficult to ascertain, the Parties agree that in the event of any violation of Section
<br />111.B., without limiting any other rights and remedies of each other, an injunction may be sought against the Party who
<br />has breached or threatened to breach the aforementioned Section.
<br />5. Exceptions. With respect to Confidential Information, U.S. Bank and Government Entity agree that the other may use
<br />and disclose such information for the following purposes:
<br />a. Normal Business Operations. U.S. Bank and Government Entity may use and disclose such Confidential
<br />Information of the other as is required by normal business operations in connection with the Commercial Card
<br />Programs and as may be required by Association Operating Regulations.
<br />b. Legal and Regulatory Requirements. U.S. Bank and Government Entity may use and disclose Confidential
<br />Information of the other to legal authorities, agents, auditors or regulators of U.S. Bank and Government Entity,
<br />respectively, or as otherwise may be required by law, rule or regulation.
<br />c. Summarized Data. U.S. Bank and Government Entity may use and disclose Data to any third party to the extent
<br />that such Data is aggregated, summarized, or otherwise presented in a manner that does not directly or indirectly
<br />identify such Data as attributable to U.S. Bank, Government Entity, and/or Cardholders.
<br />d. Archived Data. U.S. Bank and Government Entity are entitled to retain Confidential Information of the other for
<br />archival purposes as required in accordance with applicable law, rule or regulations.
<br />e. Third Parties. Government Entity acknowledges that portions of its Account and Transaction data are captured
<br />by third parties, including, but not limited to the Associations, third-party service providers, Merchants, and
<br />Merchant processors, during the course of normal business operations and that the confidentiality provisions of
<br />this Agreement do not extend to such third parties.
<br />IV. TERM AND TERMINATION
<br />A. Term. This Agreement shall remain in effect for an initial "Base Period" of five (5) years beginning on the date Indicated
<br />under the column labeled "Commencement Date" and shall continue thereafter until terminated by either party by giving
<br />(90) days prior written notice to the other Party. During the initial Base Period, however, as defined in the Participating
<br />Addendum, neither party may terminate this Agreement, in whole or in part, except by mutual consent or as otherwise
<br />provided under this Section.
<br />B. Termination for Cause by Either Party. Either Party shall have the right to immediately terminate this Agreement with
<br />respect to any Card Product and/or Ancillary Service provided on the Participating Addendum, or immediately terminate
<br />this Agreement in its entirety, by providing written notice of such termination to the other Party, upon one or more of the
<br />following events:
<br />1. Dissolution or liquidation of the other Party, or Parent thereof, if applicable;
<br />2. Insolvency of, the filing of a bankruptcy or insolvency proceeding with respect to, or the appointment of a receiver or
<br />trustee for the benefit of creditors of, the other Party, or Parent thereof, if applicable or the other Party enters into any
<br />other similar proceeding or arrangement for the general benefit of its creditors;
<br />3. Any failure to perform a material obligation of this Agreement;
<br />4. If any material statement, representation or warranty of a Party, its affiliates or Parent at any time furnished to the
<br />other Party is untrue in any material respect when made;
<br />5. A material breach of any other agreement entered into by the Parties.
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