2023-085 Resolution - Laserfiche WebLink

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1.8 No Waiver Either Party's failure to enforce any provision or term of this Agreement shall not be construed as a future or continuing waiver of such provision or term of this Agreement. 1.9 Governmental Authorization, Regulatory Changes This Agreement is subject to all applicable federal, state and local laws, rules and regulations, and each Party must comply with all applicable federal, state and local laws, rules and regulations and orders in performing its obligations hereunder. To the extent any provision of this Agreement conflicts with any such applicable law, rule or regulation, such law, rule or regulation will supersede the conflicting provision. Agile may discontinue, limit or impose additional requirements to the provision of Service, upon no less than thirty (30) days written notice, as required to meet regulatory or other lawfully imposed requirements. 1.10 Service Specific Terms and Conditions and Service Attachments "Service Attachment(s)" shall mean those service attachments issued pursuant to this Agreement that describe services (the "Service(s)') Agile may offer under this Agreement, along with any applicable special terms or conditions applicable, descriptions of Services, features, and any fees associated with such Services, as well as any other provisions the Parties may agree to therein. Such Service Attachments, when executed by the Parties, are incorporated into this Agreement and become a part hereof. Agile's standard Service Attachment for Agile Network Connect Services is attached hereto as Attachment 1. 1.11 Order of Precedence In the event of an express conflict between the terms of this Master Services Agreement and the terms of any Service Attachment or Service Order, then the following descending order of precedence will apply: (a) the terms of the applicable Service Order, but solely with respect to the Service covered by that Service Order; (b) the terms of the applicable Service Attachment, but solely with respect to the Service covered by that Service Schedule; and (c) the terms of this Master Services Agreement. 1.12 Confidentiality A. Each Party acknowledges that it and its employees or agents may, in the course of this Agreement, be exposed to or acquire Confidential Information belonging or relating to the other Party. As used herein, "Confidential Information" means all non-public information, including this Agreement, regarding the business of Customer and Agile which is disclosed by one Party to the other Party, to the extent that such information is marked or identified as confidential or proprietary or is or would be otherwise understood by a reasonable person to be confidential. Each Party shall assume that all information, documents, data, source codes, software models, know-how, trade secrets, and/or other material belonging to the other Party is confidential. Confidential Information does not include information that (1) is independently developed by the receiving Party, (2) is lawfully received by the receiving Parry free of any obligation to keep it confidential, or (3) becomes generally available to the public other than by breach of this Agreement. B. At all times during the term of this Agreement, and at all times following the expiration or termination of this Agreement, neither Party nor its employees and agents will, without the other Party's prior written consent: (1) obtain or attempt to obtain, possession of or access to any Confidential Information belonging to the other Party or its employees or agents; Page 2 Agile Master Services Agreement Terms 10/1/19