ORANGE COUNTY AUTO PARTS - 2011 - Laserfiche WebLink

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confidential and will not be disclosed to any third parties or to any of the other affiliates of the receiving party, except as required by law. (b) Each party agrees to utilize any information provided by the other party only for the purposes of carrying out this Agreement and further acknowledges that it will not utilize any information provided by the other party for any other purpose including but not limited to directly or indirectly competing with the other party or otherwise assisting another person or entity in doing the same. (c) Within three (3) business days of the termination of this agreement all confidential or proprietary information relating to the other party's products, pricing, business affairs or practices shall be returned to such other party. (d) All confidentiality obligations hereunder shall continue in full force and effect during the term of this Agreement, and after termination: (a) in the case of confidential information that constitutes a trade secret under applicable law, for as long as such confidential information remains a trade secret; or (b) in the case of any other confidential information, for term of ten (10) years, except as otherwise determined by law. Each Party agrees that money damages will not be sufficient remedy for a breach of this Section and that, in addition to all other remedies available at law or in equity, each party shall be entitled to equitable relief, including injunction or specific performance, without proof of actual damages. 12. NO LIENS (a) The Parties agree that OCAP retains ownership of all Stocking Product. Title to any item of Stocking Product shall not pass to City until such time as City uses that item in the performance of service. City warrants that it shall take no action, including but not limited to the granting of a security interest, or fail to take any action, which would operate or does operate in any way to encumber the inventory of OCAP located at the City locations. (b) City agrees to execute documentation reasonably requested by OCAP and required to protect OCAP's interest in inventory held at City locations. (c) To the extent permitted by applicable law, City authorizes OCAP to file any and all documents necessary to perfect OCAP's title to the Stocking Product. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and OCAP, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of OCAP. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate OCAP or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Page 5 of 21