Laserfiche WebLink
agents, and contractors, consultants ("Representatives"), affiliates, contractors, financial <br />institutions, Facility Owners, potential assignees (who are bound by a written agreement <br />restricting use and disclosure of confidential information), and Representatives of affiliates, in <br />each case whose access is reasonably necessary. Each such recipient of confidential information <br />will be informed by the Party disclosing confidential information of its confidential nature, and <br />will be directed to treat such information confidentially and will agree to abide by these <br />provisions. In any event, each Party will be liable (with respect to the other Party) for any breach <br />of this provision by any entity to whom that Party discloses confidential information. The terms <br />of this Agreement (but not its execution or existence) will be considered confidential information <br />for purposes of this Article, except as set forth in Section 12.3. The obligations set forth in this <br />Section will survive expiration or termination of this Agreement for a period of two (2) years, <br />except that, with respect to any confidential information designated by the disclosing Party as a <br />trade secret, and entitled to protection as such, the obligations set forth in this Section will <br />survive such expiration or termination indefinitely. <br />12.2 Permitted Disclosures. Notwithstanding any other provision herein, neither <br />OneCommunity nor the Village will be required to hold confidential any information that: <br />12.2.1 becomes publicly available other than through the recipient; <br />12.2.2 is required to be disclosed by a governmental, regulatory authority, or judicial <br />order, rule, or regulation or proceedings with respect to this Agreement or a <br />Party's obligations as a publicly held company, provided that a Party subject to <br />such requirement will promptly notify the other Party of such requirement; <br />12.2.3 is independently developed by the disclosing Party; <br />12.2.4 becomes available to the disclosing Party without restriction from a third Party; <br />12.2.5 is required by its lender and is given to such lender on a confidential basis; or <br />12.2.6 to the extent disclosure by the receiving Party as required by applicable law or <br />regulation. <br />12.3 Goodwill and Publicity. Subject to Section 12.1, the Parties contemplate and agree that <br />publication of information relating to this Agreement will be a coordinated effort that may <br />include press releases, articles, interviews, marketing materials, online materials, and/or speeches <br />("Publicity"). The Parties will make good faith efforts to submit any such intended Publicity to <br />the other Party for prompt review, comment, and approval prior to its publication, which <br />approval will not be unreasonably withheld. The Parties will notify one another, in advance if <br />possible, of requests for interviews. Routine references to the fact that the Village is a customer <br />of OneCommunity and the general nature of products and services that the Village purchases <br />under this Agreement are not considered Publicity for purposes of this Section, and the Village <br />and OneCommunity each authorize the other, during the term of this Agreement, to make such <br />references. Neither Party will use the name, trade name, service mark, or trademark of the other <br />in any promotional or advertising material without the prior written consent of the other. <br />13 As of 01/29/2009 <br />