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5. CONFIDENTIALITY <br />5.1. Definition of Confidential Information. As <br />used herein, "Confidential Information" <br />means all information of a party ("Disclosing <br />Party") which the Disclosing Party designates <br />in writing as being confidential when it <br />discloses such information to the other party <br />("Receiving Party") or that reasonably should <br />be understood to be confidential given the <br />nature of the information and <br />the circumstances of disclosure including, <br />without limitation, business and marketing <br />plans, technology and technical information, <br />product designs, and business processes <br />(whether in tangible or intangible form, in <br />written or in machine readable form, or <br />disclosed orally or visually). Confidential <br />Information of Company includes the <br />Services, Usage Data, and Documentation. The <br />terms and conditions of this Agreement shall <br />be the Confidential Information of both <br />parties. Confidential Information shall not <br />include any information that (a) is or <br />becomes generally known to the public <br />without the Receiving Party's breach of any <br />obligation owed to the Disclosing Party; (b) <br />was independently developed by the <br />Receiving Party without the Receiving Party's <br />breach of any obligation owed to the <br />Disclosing Party; or (c) is received from a <br />third party who obtained such Confidential <br />Information without any third party's breach <br />of any obligation owed to the Disclosing Party. <br />5.2. Confidentiality. The Receiving Party shall <br />not disclose or use any Confidential <br />Information of the Disclosing Party except as <br />reasonably necessary to perform its <br />obligations or exercise its rights under this <br />Agreement. Without limiting the foregoing, <br />the Receiving Party shall use the same degree <br />of care that it uses to protect the <br />confidentiality of its own confidential <br />information of like kind, but in no event less <br />than reasonable care. The Receiving Party <br />shall ensure that any employees or any third <br />parties who receive access to the Confidential <br />Information of the Disclosing Party are <br />subject to a written agreement containing <br />terms regarding the use and disclosure of <br />Confidential Information consistent with <br />those herein. Each party agrees to protect the <br />confidentiality of the Confidential <br />Information of the other party in the same <br />manner that it protects the confidentiality of <br />its own proprietary and confidential <br />information of like kind, but in no event shall <br />either party exercise less than reasonable <br />care in protecting such Confidential <br />Information. If the Receiving Party discloses <br />or uses (or threatens to disclose or use) any <br />Confidential Information of the Disclosing <br />Party in breach of this Section 5, the <br />Disclosing Party shall have the right, in <br />addition to any other remedies available to it, <br />to seek injunctive relief to enjoin such acts, it <br />being specifically acknowledged by the <br />parties that any other available remedies are <br />inadequate. <br />5.3. Required Disclosures. Nothing in this <br />Agreement prohibits either party from <br />making disclosures, including of Confidential <br />Information, if required by law, subpoena or <br />court order, provided (if permitted by law) it <br />notifies the other party in advance and <br />cooperates in any effort to obtain confidential <br />treatment. <br />6. TERM AND TERMINATION <br />6.1. Term. This Agreement will commence <br />upon the Effective Date and continue for three <br />years unless this Agreement is terminated <br />earlier in accordance with the terms of this <br />Agreement. Upon expiration of the Initial <br />Service Term, this Agreement may be <br />renewed for the Renewal Term defined as two <br />years (the Initial Service Term plus any <br />Renewal Terms, collectively, the "Term"), by a <br />writing executed by the Sant Ana City <br />Attorney and the City Manager, unless either <br />party requests termination at least one <br />hundred and eighty (180) days prior to the <br />end of the then -current term. <br />6.2. Termination for Material Breach. Either <br />party may terminate this Agreement <br />(including all Order Forms) if the other party <br />does not cure its material breach of this <br />Agreement within 30 days of receiving <br />written notice of the material breach from the <br />