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GRANICUS INC.-2013
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Last modified
1/3/2017 10:45:22 AM
Creation date
9/3/2013 1:06:25 PM
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Contracts
Company Name
GRANICUS INC.
Contract #
A-2013-103
Agency
CLERK OF THE COUNCIL
Council Approval Date
7/1/2013
Expiration Date
12/1/2017
Insurance Exp Date
12/31/2017
Destruction Year
2022
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that is identified as confidential or proprietary at the time of disclosure or is of a nature that should <br />reasonably be considered to be confidential, and includes but is not limited to the terms and <br />conditions of this Agreement, and all business, technical and other information (including without <br />limitation, all product, services, financial, marketing, engineering, research and development <br />information, product specifications, technical data, data sheets, software, inventions, processes, <br />training manuals, know-how and any other information or material), disclosed from time to time by <br />the disclosing party to the receiving party, directly or indirectly in any manner whatsoever <br />(including without limitation, in writing, orally, electronically, or by inspection); provided, <br />however, that Confidential Information shall not include the Content that is to be published on the <br />website(s) of Client. <br />7.2 Each party agrees to keep confidential and not disclose to any third party, and to <br />use only for purposes of performing or as otherwise permitted under this Agreement, any <br />Confidential Information. The receiving party shall protect the Confidential Information using <br />measures similar to those it takes to protect its own confidential and proprietary information of a <br />similar nature but not less than reasonable measures. Each party agrees not to disclose the <br />Confidential Information to any of its Representatives except those who are required to have the <br />Confidential Information in connection with this Agreement and then only if such Representative is <br />either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of <br />confidentiality that cover the confidential treatment of the Confidential Information. <br />7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can <br />prove by appropriate documentation that such Confidential Information (i) was known to the <br />receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was <br />already in the public domain at the time of the disclosure thereof, (iii) entered the public domain <br />through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is <br />required by law or government order to be disclosed by the receiving party, provided that the <br />receiving party shall (i) notify the disclosing party in writing of such required disclosure as soon as <br />reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its <br />expense to cause such disclosed Confidential Information to be treated by such governmental <br />authority as trade secrets and as confidential. <br />TERM <br />8.1 The term of this Agreement shall commence on the date hereof and shall continue <br />in full force and effect for eighteen (18) months after the date hereof. This Agreement shall <br />automatically renew for an additional three (3) terms of one (1) year each, unless either party <br />notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party <br />does not wish to renew this Agreement. <br />8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement, <br />and unless otherwise expressly provided in an exhibit to this Agreement: <br />(a) Client's right to access or use the Granicus Solution, including Granicus <br />Software, terminates and Granicus has no further obligation to provide any services; <br />8.3 Client has the right to keep any purchased hardware, provided that Client removes <br />and/or uninstalls any Granicus Software on such hardware. However, if Client has received <br />hardware as part of a Granicus Open Platform Suite solution ("Open Platform Hardware"), Client <br />understands that upon termination of this Agreement, Client shall immediately return the Open <br />Platform Hardware to Granicus, Inc. The Open Platform Hardware must be returned within thirty <br />Page S <br />
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