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Last modified
3/14/2020 11:16:49 AM
Creation date
3/14/2020 11:11:04 AM
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Contracts
Company Name
TYLER TECHNOLOGIES
Contract #
N-2020-062
Agency
INFORMATION TECHNOLOGY
Destruction Year
0
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Permitted use of other Confidential Information under this Agreement may include disclosure of that other <br />Confidential Information to employees or representatives of the Receiving Party provided, however, that the <br />Receiving Party informs such person or persons of this Agreement and will be responsible for any breach of <br />this Agreement by such person or persons. <br />IV. Exportation. Neither Parry shall export, directly or indirectly, any technical data acquired from the other Party <br />pursuant to this Agreement or any product utilizing any such data to any country for which the United States <br />government or any agency thereof at the time of export requires an export license or other governmental <br />approval without first obtaining such license or approval. <br />V. Public Records or Governmental Request. Should the Receiving Party receive a public records request, or <br />otherwise be directed by any governmental authority to disclose any or all of the Disclosing Parry's <br />Confidential Information, the Receiving Party shall promptly provide notice to the Disclosing Party of such <br />request to allow the Disclosing Party an opportunity to prevent such disclosure. <br />VI. Ownership of Confidential Information. All Confidential Information will remain the exclusive property of the <br />Disclosing Party, and the Receiving Party will have no rights, by license or otherwise, to use the Confidential <br />Information except as expressly provided herein or in a separate written agreement specifically granting such <br />rights. <br />VII. Protection of confidential Information. The Receiving Party will take all reasonable measures to avoid <br />disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those <br />measures it takes to protect its own confidential information, and, in any event, at least in a manner <br />considered commercially reasonable. <br />Vill. Unauthorized Disclosure. The Receiving Party shall immediately notify the Disclosing Party upon the discovery <br />of any loss or unauthorized disclosure or use of the Confidential Information of the Disclosing Party. <br />IX.- Injunctive Relief. Each Party acknowledges and agrees that a breach by it or one of its affiliates, employees or <br />representatives of any of the covenants set forth in this Agreement will cause irreparable injury to the other <br />Party and its business for which damages, even if available, will not constitute an adequate remedy. <br />Accordingly, each Party, for itself and its affiliates, employees and representatives, agrees that the other Party, <br />in addition to any other remedy available at law or in equity, shall be entitled to the issuance of injunctive <br />relief (including, without limitation, specific performance) by a court of competent jurisdiction in order to <br />enforce the covenants and agreements contained herein. <br />X. Attorneys' Fees and Costs. If attorneys' fees or other costs are incurred to secure performance of any <br />obligations under this Agreement, or to establish damages for the breach thereof, or to obtain any other <br />appropriate relief, whether by way of prosecution or defense, the prevailing Party will be entitled to recover <br />reasonable attorneys' fees and costs incurred in connection therewith. <br />XI. Non -waiver. Any failure by either Party to enforce performance of any provision of this Agreement will not <br />constitute a waiver of its right to subsequently enforce such provision or any other provision of this <br />Agreement. <br />XII. No Trading in Tyler Common Stock. The City acknowledges that Tyler is a publicly -traded company listed on <br />the New York Stock Exchange, and therefore agrees that any material, nonpublic Confidential Information <br />regarding Tyler that is disclosed to the City may not be used as a basis for trading in Tyler stock by the City or <br />its representatives. <br />• . tyler <br />
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