25D - AGMT - MICROSOFT SOFTWARE - Laserfiche WebLink

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f The total sum to be expended under this Agreement shall not exceed Five Hundred Thousand Dollars ($500,000) annually, during the three (3) year term of this Agreement. g. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing Microsoft licenses and related services purchased, subject to City accounting procedures. 3. TERM This Agreement shall commence on the date of City's acceptance of the Master Agreements and ending on the last day of the month three (3) years after such date, unless terminated earlier in accordance with Section 8, below. There is an option to renew this Agreement for an additional three (3) year term exercisable by the City Council.. 4. CONFIDENTIALITY If CompuCom receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, CompuCom agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of CompuCom disclosed in a publicly available source; (c) is in rightful possession of CompuCom without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by CompuCom without reference to information disclosed by the City. 5. CONFLICT OF INTEREST CLAUSE CompuCom covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 6. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 25D -5