Item 23 - City-wide Cashiering Software and Hardware Upgrades

Home Browse Search

i.to maintain the Confidential Inforn1ation of the other party in confidence and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and proprietary information, to protect the Confidential Information of the other party from unauthorized use, disclosure, copying or publication; ii. not to use the Confidential Information of the other party other than in the course of exercising its rights or performing its obligations under this Master Renewal Agreement; iii. not to disclose or release such Confidential Information except to the extent required by applicable law or during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Master Renewal Agreement, provided that the receiving party shall first give reasonable notice to the disclosing party prior to such disclosure so that the disclosing party may obtain a protective order or equivalent and provided that the receiving party shall comply with any such protective order or equivalent. iv. not to disclose or release such Confidential Information to any third person without the prior written consent of the disclosing party, except for authorized employees or agents of the receiving party who have a need to know such information for the purpose of perfom1ance under this Master Renewal Agreement and exercising its rights under this Master Renewal Agreement, and who are bound by confidentiality obligations at least as protective of the disclosing party's Confidential Information as this Master Renewal Agreement; and v. to take such actions as may be reasonably necessary to enforce its Master Renewal Agreements with its employees and agents, including commencing legal proceedings. 7.INTELLECTUAL PROPERTY INDEMNIFICATION CONSULTANT shall defend and indemnify CITY, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work productor documents provided by CONSULTANT to CITY pursuant to this Master Renewal Agreement. 8.RECORDS CONSULTANT shall keep records and invoices in connection with the work to be performed under this Master Renewal Agreement. CONSULTANT shall maintain complete and accurate records with respect to the costs incurred under this Master Renewal Agreement and any services, expenditures, and disbursements charged to CITY for a minimum period of four (4) years, or for any longer period required by law, from the date of final payment to CONSULTANT under this Master Renewal Agreement. All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a representative of CITY to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Master Renewal Agreement during regular business hours. CONSULTANT shall allow inspection of all work, data, documents, proceedings, and activities related to this Master Renewal Agreement for a period of three (3) years from the date of final payment to CONSULTANT under this Master Renewal Agreement. 8