E COMPLIANCE 1 -2003 - Laserfiche WebLink

Home Browse Search

11. SEVERABILITY AND INTEGRATION Unless otherwise specified herein, this agreement constitutes the entire agreement between Client and eCompliance with respect to EEE and supersedes all prior or contemporaneous communications and proposals, whether oral, written, or electronic, if any part of this Service Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. 12. CONFIDENTIALITY (a) It is understood that during the course of this Agreement, eCompliance and its employees may be exposed to data and information which is confidential and proprietary to Client. All such data and information including, but not limited to, all data submitted via the EEE to the agency and data from the client's existing databases of constituent submittals (hereinafter "Client Confidential Information"), written or verbal, tangible or intangible, made available, disclosed or otherwise made known to eCompliance and its employees as a result of Services under this Agreement shall be treated as confidential and shall be the sole property of Client. (b) All information regarding eCompliance's pricing information or any information pertaining to aspects of eCompliance's business such as beta versions of future products and product and Company marketing material that are clearly marked as "DRAFT" or "CONFIDENTIAL" and which constitute either information not known by actual or potential competitors of eCompliance (hereinafter "eCompliance Confidential Information"), disclosed by eCompliance to Client in connection with this Agreement is proprietary, confidential information belonging to eCompliance. (c) For the purposes of Sections 12(c) and 12(d), Confidential Information shall mean both eCompliance Confidential Information and Client Confidential Information. Except to the extent expressly authorized by this A~eement or unless otherwise agreed in writing by the Parties, each party agrees that, for the term of this Agreement, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any Confidential Information owned or controlled by the other party, except to the extent the receiving party can demonstrate by competent proof that such Confidential Information: (d) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing party; (e) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; (f) becmne generally available to the public or otherwise part of the public domain after its disclosure other than through an act or omission of the receiving party in breach of any obligation of confidentiality; or