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8 <br /> <br />not waive the Vendor’s obligation to provide them. The Entity <br />reserves the right to require complete, certified copies of all <br />required insurance policies, including endorsements required by <br />these specifications, at any time. <br />(vi) Waiver of Subrogation <br />Vendor hereby grants to Entity a waiver of any right to <br />subrogation which any insurer of said Vendor may acquire <br />against the Entity by virtue of the payment of any loss under such <br />insurance. Vendor agrees to obtain any endorsement that may be <br />necessary to affect this waiver of subrogation, but this provision <br />applies regardless of whether or not the Entity has received a <br />waiver of subrogation endorsement from the insurer <br /> <br />(vii) Special Risks or Circumstances <br />Entity reserves the right to modify these requirements at any <br />time, including limits, based on the nature of the risk, prior <br />experience, insurer, coverage, or other special circumstances. <br /> <br />9. ASSIGNMENT. Either Party may assign all or a portion of its rights or obligations <br />under this Agreement but only with the express written consent of the other Party. <br /> <br />10. CONFIDENTIALITY. During the term of this Agreement, each party (the "Disclosing <br />Party") may provide the other (the "Receiving Party") with certain confidential and <br />proprietary information ("Confidential Information"). Confidential Information includes, <br />but is not limited to, (a) the Deliverables under this Agreement, (b) all business, financial <br />and technical trade secrets, (c) any written information which is marked "Confidential", <br />and (d) any information which is orally disclosed, identified as confidential at the time of <br />disclosure and confirmed in writing as being confidential within 30 days thereafter. <br />Confidential Information shall not include information that (a) is publicly known at the <br />time of its disclosure; (b) is lawfully received by the Receiving Party from a third party <br />not under an obligation of confidentiality to the Disclosing Party, or (c) is published or <br />otherwise made known to the public by the Disclosing Party. The Receiving Party will <br />refrain from using the Disclosing Party’s Confidential Information except to the ex tent <br />necessary to ex ercise its rights or perform its obligations under this Agreement. Excep t <br />as required by law, including the California Public Records Act, the Receiving Party may <br />not disclose the Disclosing Party’s Confidential Information to any third party, other than <br />its affiliates or representatives who have an absolute need to know such Confidential <br />Information in order for the Receiving Party to perform its obligations and enjoy its rights <br />under this Agreement, and only if such persons are informed of and are subject to the <br />provisions of this Agreement. The Receiving Party remains liable for any unauthorized <br />use or disclosure of the Confidential Information by any such representative or affiliate.