CRADLEPOINT, INC.-2016 - Laserfiche WebLink

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notices of same shall be given to the Risk Manager of the City by registered mail, return receipt requested, for all the following state insurance policies. General Liability insurance - with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. The certificate of insurance shall indicate the aforementioned. Cradlepoint shall maintain insurance for as long as this Agreement is in effect. If at any time any of said policies are reasonably unsatisfactory to the City, as to form or substance or if a company issuing such policy is reasonably unsatisfactory to the City, Cradlepoint shall promptly obtain a new policy submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of Cradlepoint to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City may be forthwith declared suspended, or terminated. Failure of Cradlepoint to obtain and/or maintain any required insurance shall not relieve Cradlepoint from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of Cradlepoint concerning indemnification. The City, its officials, agents and employees shall be named as an additional insured on general liability insurance policies required herein. Cradlepoint insurance policies shall include a provision that the coverage is primary and not -contributory as respects the City (to the extent of Cradlepoint negligence in the performance of its services under this Agreement); shall include no special limitations to coverage provided to additional insured under the general liability policies; and, shall be placed with insurer(s) with acceptable Best's rating of A: VII or with approval of the Risk Manager. 8. CONFIDENTIALITY If Cradlepoint receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Cradlepoint 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 the Cradlepoint disclosed in a publicly available source; (c) is in rightful possession of the Cradlepoint without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Cradlepoint without reference to information disclosed by the City.