2023-085 Resolution - Laserfiche WebLink

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(2) convert or attempt to convert to its own use, the use of its employees or agents, or the use of any third -party any Confidential Information belonging to the other Party or its employees or agents; (3) disclose or attempt to disclose to any third -party any Confidential Information belonging to the other Party or the other Party's employees or agents; or (4) disparage, defame, slander, make, or publish derogatory statements about the other Party or the other Party's employees or agents, regardless of the veracity of such statements C. Each Party and its employees and agents shall use such Confidential Information solely for the purpose of carrying out its obligations under this Agreement and all Service Attachments; and shall take all necessary steps to protect all Confidential Information from disclosure, using the same degree of care with respect to all Confidential Information belonging to the other Party or the other Party's employees and agents as it would use to protect its own confidential information but no less than a reasonable degree of care. In the event that the receiving Party is required to disclose Confidential Information of the disclosing Party pursuant to law, then, to the extent permitted by applicable law, the receiving Party will notify the disclosing Party of the required disclosure with sufficient time for the disclosing Party to seek relief, will cooperate with the disclosing Party in taking appropriate protective measures at the disclosing Party's expense, and will use commercially reasonable efforts to seek protection of the Confidential Information from further disclosure. 1.13 Counterparts This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. The Parties agree that fully executed electronic copies or facsimile copies of this Agreement and corresponding Service Orders are legally binding and shall act as originals for the purpose thereof. 1.14 Supplements Any modification to the terms contained in this Master Services Agreement or any Service Attachment will only be effective if same is memorialized in a written amendment to this Agreement executed by authorized representatives of both Parties or to the extent contained in one or more supplements executed concurrently with this Master Services Agreement and/or such Service Attachment(s) by authorized representatives of both Parties (each a "Supplement"). Upon execution by the Parties, each such Supplement shall be incorporated into and subject to the terms and conditions set forth in this Master Services Agreement. 2. Indemnification / Limitation of Liability 2.1 Indemnification Customer shall defend, indemnify, and hold harmless Agile and its affiliates officers, directors, employees, representatives, and agents (hereinafter collectively referred to as "Agile") against any and all claims, actions, damages, costs, and legal liability of every name and nature that Agile may sustain, incur, or be required to pay, including but not limited to all reasonable attorney's fees, arising out of or related to: (a) damage to real or tangible personal property or for bodily injury, including death, as a result of any willful misconduct or negligent act or omission on the part of Customer or anyone for whom Customer is responsible; (b) Customer's (or its end users) unlawful or infringing use of a Service; and (c) an actual or threatened breach, in whole or in part, of this Agreement or any Service Attachment by the Customer or its officers, employees, representatives, and agents. Page 3 Agile Master Services Agreement Terms 10/1/19