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CONFIDENTIALITY <br />17. Confidential Information. <br />(a) The parties hereby acknowledge that they may have access to information that is confidential <br />to one another ("Confidential Information"). "Confidential Information" includes, but is not <br />limited to, the licensed products and enhancements, all related source and object codes, <br />Documentation, customer and prospect lists, pricing proposals, financial and other business <br />information, all data and information relating to Customer's operation, and any other <br />information designated as confidential or proprietary information by the disclosing party. <br />"Confidential Information" shall not include any information which (i) becomes part of the <br />public domain through no act or omission of the other party; (ii) is lawfully acquired by the <br />other party from a third party who is not in breach of an obligation of confidentiality; (iii) was <br />in the other party's lawful possession prior to disclosure of such information; (iv) is <br />independently developed by the party without the benefit or use of the Confidential <br />Information; or (v) is required to be disclosed under a court order or a valid subpoena, provided <br />that the recipient of the Confidential Information promptly notifies the disclosing party in order <br />for the disclosing party to have an opportunity to seek an appropriate protective order. The <br />parties agree to maintain the confidentiality of the Confidential Information and to protect as a <br />trade secret any portion of the other party's Confidential Information by preventing any <br />unauthorized copying, use, distribution, installation or transfer of possession of such <br />information. Each party agrees to maintain at least the same procedures regarding the other <br />party's Confidential Information that it maintains with respect to its own Confidential <br />Information. <br />(b) Company acknowledges that the Customer is a governmental agency and may be required to <br />disclose certain information under requests made according to provisions of the Public Records <br />Act. Customer shall give notice to Company of any request for the disclosure of any <br />information set apart and marked "confidential," "proprietary" or "trade secret" by Company. <br />Company shall then have five (5) days from the date it receives such notice to enter into an <br />agreement with Customer providing for the defense of, and complete indemnification and <br />reimbursement for all costs (including plaintiff's attorney's fees) incurred by Customer in any <br />legal action to compel the disclosure of such information under the Public Records Act. <br />Company shall have the sole responsibility for the defense of the actual proprietary or trade <br />secret designation of such information. The parties understand and agree that any failure by <br />Company to respond to the notice provided by Customer and/or to enter into an agreement with <br />Customer, as set forth above, shall constitute a complete waiver by Company of any <br />nondisclosure or confidentiality rights hereunder with respect to such information, and such <br />information shall be disclosed by Customer pursuant to applicable procedures required by the <br />Public Records Act. <br />(c) Both parties acknowledge that any use or disclosure of the other party's Confidential <br />Information in a manner inconsistent with the provisions of this Agreement may cause the non- <br />disclosing party irreparable damage for which remedies other than injunctive relief may be <br />inadequate, and both parties agree that the non-disclosing party shall be entitled to receive from <br />a court of competent jurisdiction injunctive or other equitable relief to restrain such use or <br />Coplogic - DORS Software Subscription, Support and Maintenance Agreement <br />5 <br />251-7