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City of North Olmsted, N? f xxx xxxx 9
<br />Section II: GENERAL PROVISIONS
<br />A. NONDISCLOSURE
<br />VENDOR recognizes that all computer program code, data or other information in the
<br />possession of the CITY, including the Software, could be subject to disclosure pursuant
<br />to Ohio "Freedom of Information Law". The CITY agrees to use all reasonable efforts
<br />to protect the confidentiality of all Confidential Information and not to publish or
<br />disclose such information to any third party without the written permission of
<br />VENDOR, which permission shall not be unreasonably withheld. By Confidential
<br />Information, it is meant the Software and related materials, including Enhancements,
<br />which VENDOR specifically designates as proprietary and confidential trade secrets of
<br />VENDOR. If any party makes a request pursuant to Ohio "Freedom of Information
<br />Law " for public disclosure of VENDOR's Confidential Information being transferred
<br />to the CITY hereunder, the CITY shall advise VENDOR of such request promptly and
<br />it shall be VENDOR's sole burden and responsibility to promptly use and obtain such
<br />injunction or other relief from the Courts and to serve notice of same upon CITY to
<br />protect VENDOR's claimed exemption under such law. If, upon VENDOR's request,
<br />the CITY shall refuse public request for access to Confidential Information,
<br />VENDOR's agrees it will defend, indemnify and save harmless the CITY and its
<br />officials and employees against any loss, claim, liability or expense arising out of or in
<br />any way connected with any claim of violation of Ohio "Freedom of Information Law
<br />" involving the Software, including statutory damages and attorneys' fees.
<br />B. INDEMNITIES AND INSURANCE VENDOR agrees that it will at all times
<br />indemnify and hold CITY, its officers and employees harmless and free and clear of
<br />any and all liability arising from any act or omission on the part of VENDOR, its
<br />agents, servants, employees and subcontractors with respect to this Agreement and any
<br />of the terms, provisions and conditions thereof. In case any legal or equitable action or
<br />proceeding or an administrative action or proceeding is brought against the CITY or
<br />any of its officers, agents or employees for the failure, omission or neglect of
<br />VENDOR, its agents, servants, employees and subcontractors to perform any of the
<br />covenants, acts, matters or things by this Contract undertaken, or for injury, death, or
<br />damage caused by the alleged negligence of the VENDOR, its officers, agents,
<br />employees, or subcontractors, the VENDOR shall indemnify and save harmless the
<br />CITY and its officers, agents and employees from all losses, damages, costs, attorneys'
<br />fees, expenses, judgments or decrees arising out of such failure, omission, neglect, or
<br />negligence. The CITY shall tender the defense of any claim or action at law or in
<br />equity to the VENDOR or VENDOR's insurer to defend such claim or action without
<br />cost or expense to the CITY or its officers, agents or employees. The VENDOR shall
<br />be solely responsible for the conduct and performance of its services and its
<br />subcontractors required under the terms and conditions of this Contract and for the Prepared by Barry Strock Consulting Associates, Inc. O 2004
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