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employees and agents who require such access and use in connection with its rights and obligations under this Agreement. Recipient shall take <br />appropriate action with its employees and agents to satisfy its obligations hereunder and shall protect Discloser's Confidential Information as it <br />protects its own Confidential Information of like significance, but in any event with not less than a reasonable degree of care. <br />9.3. Exceptions. The obligations set forth in this Section shall not apply to information (a) known to Recipient prior to disclosure; or (b) which <br />is or becomes publicly known through no wrongful act of Recipient; or (c) received from a third party under no confidentiality obligation with <br />respect to the Confidential Information; or (d) required to be disclosed under administrative or court order, or in an arbitration or litigation arising <br />out of a dispute between the parties or their successors or assigns. If Recipient is legally required to disclose any Confidential Information, it <br />shall, to the extent allowed and practicable, provide Discloser prompt notice of such requirement so that Discloser may seek a protective order or <br />other appropriate remedy or waive compliance with respect to that disclosure. <br />9.4. Remedies. Each party agrees that, in addition to any other remedies available, the other shall be entitled to injunctive relief to enforce the <br />terms of this Section 9. <br />10. GENERAL <br />10.1. We will provide Service only at the location(s) specified in the Service Schedule unless we agree otherwise, in writing. <br />10.2. Neither party may assign or transfer any of its rights or obligations under this Agreement without the other party's express written consent. <br />Any attempt to make any such assignment or transfer without the express written consent of the other party will be deemed void. <br />Notwithstanding the foregoing, either party shall have the right to assign this Agreement to any of its affiliates or in connection with the sale or <br />transfer of all or substantially all of its assets. <br />10.3. The waiver or failure of either Party to exercise in any respects any right provided for herein shall not be deemed a waiver of that or any <br />other right hereunder. <br />10.4. This Agreement as supplemented by the specific Service Schedule and any associated Addendum thereto as executed by the Parties, <br />constitutes the entire agreement between the Parties for the subject matter hereof and supersedes all prior and contemporaneous written and oral <br />representations, proposals, negotiations and communications. In the event of any inconsistency or conflict between this Agreement and a Service <br />Schedule, the Service Schedule shall prevail. <br />10.5. This Agreement, the transactions occurring and services provided hereunder shall in all respects be governed by and enforced in accordance <br />with the laws of the jurisdiction where our affiliate delivering the Services is organized. If Services are delivered by our affiliate in the United <br />States, the laws of the State of California (except for the conflict of law principles thereof) shall govern and control. <br />IN WITNESS WHEREOF, the parties have agreed to the terms and conditions of this Agreement as indicated below. <br />City of Santa Ana California Stratus Technologies Ireland Limited <br />Customer <br />SEE ATTACHED SIGNATURE PAGE <br />By: By: <br />rT <br />Name: Name: L1t l IL ll K £ rl °1 <br />Title: Title: F i ti .,+1 r f �i.l dt�l )� YL�C ►� <br />Date: Date <br />30, <br />