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<br /> <br /> <br /> <br /> <br /> <br />7. CONFIDENTIALITY <br /> <br />If either party receives from the other party information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, the receiving party agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise the same <br />degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. <br />“Confidential Information” shall include all nonpublic information. Confidential Information includes not only <br />written information, but also information transferred orally, visually, electronically, or by other means. <br />Confidential Information disclosed to either party by any subsidiary and/or agent of the other party is covered by <br />this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that <br />(a) has been disclosed in publicly available sources; (b) is, through no fault of the receiving party disclosed in a <br />publicly available source; (c) is in rightful possession of the receiving party without an obligation of <br />confidentiality; (d) is required to be disclosed by operation of law, including provisions of the California Public <br />Records Act, or similar public records disclosure laws only to the extent mandated; or (e) is independently <br />developed by the receiving party without reference to information disclosed by the disclosing party. For the <br />avoidance of any doubt, the confidentiality obligations set forth in this section 7 (Confidentiality) are in addition <br />to, and shall not be interpreted as conflicting with, the confidentiality obligations separately set forth in the SaaS <br />Subscription Agreement incorporated herein as Exhibit A. <br /> <br />8. CONFLICT OF INTEREST CLAUSE <br /> <br /> Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which <br />would conflict in any manner with performance of services specified under this Agreement. <br /> <br />9. NOTICE <br /> Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in <br />writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, <br />postage prepaid, in the manner provided in this Section, to the following persons: <br /> <br />To Authority: Housing Authority for the City of Santa Ana <br />Community Development Agency <br /> 20 Civic Center Plaza (M-27) <br /> P.O. Box 1988 <br /> Santa Ana, CA 92702-1988 <br />And: <br /> Authority General Counsel <br /> City of Santa Ana <br /> 20 Civic Center Plaza (M-29) <br /> P.O. Box 1988 <br /> Santa Ana, California 92702 <br /> <br />To Consultant: Happy Software LLC, an MRI Software LLC Company <br /> Attn: Legal Department <br /> 28925 Fountain Parkway <br /> Solon, Ohio 44139 <br /> <br />EXHIBIT 2