2016 029 Ordinance - Laserfiche WebLink

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service techniques, data drawings, benchmarks, specifications, object, machine-readable and source code, and any other proprietary non-public information. B. "Confidential Information" does not include (i) information that is in the public domain or can be shown to have been independently developed or known to the recipient that can be verified by independent written evidence; (ii) information that becomes known to the recipient from a public source other than the disclosing party prior to disclosure that can be verified by independent written evidence; (iii) information that the disclosing party grants to the recipient express written permission to disclose; or (iv) information that is independently developed by the recipient through persons who have not had, either directly or indirectly, access to or knowledge thereof that can be verified by independent written evidence. C. 911 Cellular and Licensee may disclose to each other Confidential Information during the term of this Agreement. Such disclosures shall be made on the basis of the confidential relationship between them and upon the agreement that, unless authorized in writing, the recipient will use such Confidential Information solely in accordance with this Agreement for purposes of fulfilling its obligations hereunder. At the request of the disclosing party or upon termination, all Confidential Information, including any tangible material embodying such Confidential Information in any manner, shall be returned to the disclosing party. D. 911 Cellular and Licensee agree to receive the Confidential Information of each other in confidence and to treat such Confidential Information as it treats like information of its own that it does not wish to disclose to the public, but in all events each shall use at least a reasonable degree of care to preserve its secrecy. If a party is requested or required by law or legal process to disclose Confidential Information of the other to a third party, it shall promptly provide written notice to the other party so it may seek a protective order or other protection from disclosure, and shall not disclose for a reasonable time to allow the other party to seek such protection. If the non-disclosing party remains legally compelled to disclose Confidential Information or else stand liable for contempt or suffer censure or penalty, it may disclose the subject Confidential Information, but only to the extent legally required and provided that it (i) uses reasonable efforts to ensure that confidential treatment will be accorded the Confidential Information, and (ii) notifies the other party in writing of the Confidential Information it discloses. E. Each party agrees to not make, publish or distribute (whether in print, electronically or otherwise) any public announcements, press releases or advertising identifying the other without such party's written consent, provided that 911 Cellular may identify Licensee by name as a client of 911 Cellular in its marketing and promotional materials. IH'. Both 911 Cellular and Licensee agree and acknowledge that (i) the covenants set forth in this Section are reasonable and necessary to protect the other's goodwill, trade secrets and business interests and that they will cause no undue hardship, (ii) any breach thereof will cause the other immediate irreparable harm for which injunctive relief would be necessary, (iii) the covenants of this Section are of the essence of this Agreement and shall be construed as independent from any other provision in this Agreement, and (iv) the existence of any claim or cause of action by one party against the other, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of these covenants. G. The obligations in this Section 7 shall survive and remain in full force and effect following any termination or .expiration of this Agreement. 8. Maintenance and Support A. Following Acceptance, and subject to Licensee's timely payment of the Maintenance Fee, 911 Cellular (or its designee) shall provide the following maintenance and support services for the 911 Cellular Software System (the "Maintenance Services"): I. 911 Cellular shall provide telephone support services per month in respect of errors, defects and queries in relation to the 911 Cellular Software System. This service is intended to provide an initial advice service only, to competent trained employees of Licensee; Licensee shall be responsible for providing direct support to its Permitted Users. II. 911 Cellular shall provide aremote-access remedial and diagnostic service, which will be used when appropriate via the remote access facilities, which Licensee must provide and make available. This service is only available during 9 } 1 Cellular's Business hours, After hour support is available for additional fee. III. 911 Cellular shall use its reasonable efforts to solve as soon as reasonably possible errors and defects in the 911 Cellular Software System, provided that 911 Cellular does not warrant that it will solve all errors or defects. If an error or defect prevents Licensee's continuing usage of the 911 Cellular Software System, 911 Cellular shall endeavor to remedy such error or defect as a matter of priority. B. 911 Cellular shall have no obligation to provide Maintenance Services in the event of unauthorized use or modification of the 911 Cellular Software System. C. Licensee shall ensure that any equipment and any third party software upon which the 911 Cellular Software System relies or is interdependent with, including hardware and software used by Permitted Users, are compatible with the 911 Cellular Software System and are not malfunctioning in a way that adversely affects operation of the 911 Cellular Software (4237816:6}