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12. ATTORNEY FEES <br />If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to <br />reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled. <br />13. CONFIDENTIAL INFORMATION <br />(a) The term "Confidential Information" shall mean any and all information, which is disclosed by <br />either party to the other verbally, electronically, visually, or in a written or other tangible form, <br />which either is identified or should be reasonably understood to be confidential or proprietary. <br />Confidential Information includes, but is not limited to, trade secrets, computer programs, <br />software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, <br />forecasts, customer lists, employee information, financial information, confidential information <br />concerning Licensor's business, as Licensor has conducted it or as it may conduct itself in the <br />future, confidential information concerning any of Licensor's past, current, or possible future <br />products or manufacturing or operational methods, including information about Licensor's <br />research, development, engineering, purchasing, manufacturing, accounting, marketing, selling or <br />leasing, and any software (including third party software) provided by Licensor. Licensor's <br />Confidential Information shall be treated as strictly confidential by Licensee and shall not be <br />disclosed by Licensee except to those third parties with a need to know and that are operating <br />under a confidentiality agreement with nondisclosure provisions no less restrictive than those set <br />forth herein. This Agreement imposes no obligation upon the parties with respect to Confidential <br />Information which either party can establish by legally sufficient evidence: (i) was in the <br />possession of, or was rightfully known by the Licensor without an obligation to maintain its <br />confidentiality prior to receipt from other party; (ii) is or becomes generally known to the public <br />without violation of this Agreement; (iii) is obtained by Licensee in good faith from a third party <br />having the right to disclose it without an obligation of confidentiality; (iv) is independently <br />developed by Licensee without the participation of individuals who have had access to the <br />Confidential Information or (v) is required to be disclosed by court order or applicable law, <br />provided that Licensee promptly notifies Licensor in order for the disclosing party to have an <br />opportunity to seek an appropriate protective order. The Licensee shall not obtain, by virtue of <br />this Agreement, any rights title or interest in any Confidential Information of the Licensor. <br />Within fourteen (14) days after termination of this Agreement, each party shall certify in writing <br />to Licensor that all copies of Licensor's Confidential Information in any form, including partial <br />copies, have been destroyed or returned to Licensor. <br />(b) Licensor acknowledges that the Licensee 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. Licensee shall give notice to Licensor of any request for the disclosure of any information <br />set apart and marked "confidential," "proprietary" or "trade secret" by Licensor. Licensor shall <br />then have five (5) days from the date it receives such notice to enter into an agreement with <br />Licensee providing for the defense of, and complete indemnification and reimbursement for all <br />costs (including plaintiff's attorney's fees) incurred by Licensee in any legal action to compel the <br />disclosure of such information under the Public Records Act. Licensor shall have the sole <br />responsibility for the defense of the actual proprietary or trade secret designation of such <br />information. The parties understand and agree that any failure by Licensor to respond to the <br />notice provided by Licensee and/or to enter into an agreement with Licensee, as set forth above, <br />shall constitute a complete waiver by Licensor of any nondisclosure or confidentiality rights <br />hereunder with respect to such information, and such informmation shall be disclosed by Licensee <br />pursuant to applicable procedures required by the Public Records Act. <br />(c) Licensee shall protect the deliverables resulting from Services with at least the <br />same degree of care and confidentiality, but not less than a reasonable standard of care, which <br />Licensee utilizes for Licensee's Confidential Information. <br />Coplogic — DORS Setup and Subscription License Agreement (AST 1L20.15) <br />25E -6 <br />