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25A - AGMT - AGENDA WORKFLOW AND STREAMING
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25A - AGMT - AGENDA WORKFLOW AND STREAMING
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Last modified
4/8/2019 3:21:33 PM
Creation date
12/14/2017 7:06:51 PM
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City Clerk
Doc Type
Agenda Packet
Agency
Clerk of the Council
Item #
25A
Date
12/19/2017
Destruction Year
2022
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G GRAN ICUS <br />RFP NO.: 17-107 Automated Agenda Workflow <br />Program and Meeting Video Streaming/Archiving <br />confidentiality; (iv) is disclosed by the disclosing Party without a duty of con fidentrality on the third party; (v) Is <br />In dependengydevelcped by the receiving Party without use or reference to the disclosing Party's Confidential <br />Information, or (vi) is disclosed with the prior written approval of the disclosing Party. <br />Confidential Information of disclosing Party maybe disclosed In response to a valid court order or other legal <br />process, only to the extent required by such order or process and, If allowed bylaw, only after the recipient has <br />given the owner written notice of such court order or other legal process promptly and the opportunity for the <br />owner to seek a protective order or confidential treatment of such Confidential Information. <br />6.3. Storage and Sending. In the event that Granicus Products and Services wlll be used to store and/or send <br />Confidential Information, Granicus must be notified In writin&Jn advance of the storage or sending. Should <br />Customer provide such notice, Customer must ensure that that Ccnfldentlal Information or sensitive <br />information Is stared behind a secure interface and that Granicus Products and Services be used only to notify <br />people of updates to the Information that can be accessed after authentication against a secure interface <br />managed by Customer. Customer Is ultimately accountable for the security and privacy of data held by Granicus <br />on its behalf. <br />6.4. Return of Canfrda mile Information. Upon request of the dlsclosing Party, termination, or expiration of this <br />Agreement, the receiving Party shall, to the extent commercially practicable, destroy the disclosing Party's <br />Confidential Information and, at the disclosing Party's request, certify the same. <br />7. Termand7erminatlan <br />7.1. Agreement Term. The Agreement Term shall begin on the Effective Date and continue through the latest date <br />of the OrderTerrn of each Order, SOW or Exhibit under this agreement, unless otherwise terminated as <br />provided in this Section 7. Each Order, SOW or Exhibit will specify an OrderTerm for the Granicus Products and <br />Services provided under the respective Order, SOW or Exhlblt. Customer's right to access or use the Granicus <br />Products and Services will cease at the end of the Order Term identified within each Order, SOW or Exhibit, <br />unless either extended or earlier terminated as provided In this Section 7. Unless a Party has given written <br />notice to the other Party at least ninety (90) days prior to the end of the Order Term, the Granicus Products and <br />Services will automatically renew for an Extension Term equal induration to the Initial Term, or the than- <br />current Order Term. <br />7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order, SOW or Exhibit is still in <br />effect at the time of termination, then the terms and conditions contained In this Agreement shall continue to <br />govern the outstanding Order, SOW or Exhibit until termination or expiration thereof. If the Agreement Is <br />terminated for breach, then unless otherwise agreed to In writing, all outstanding Orders, SOWS or Exhibits <br />shall immediately terminate as of the Agreement termination date. Unless otherwise stated in this Agreement, <br />In no event shall Customer be entitled to a refund of any prepaid fees upon termination. <br />7.3. Termination for Cause. The non -breaching Party may terminate this Agreement upon written notice if the <br />other Party Is In material breach of this Agreement and fails to cure such breach within thirty (30) days after the <br />non -breaching Party provides written notice of the breach. A Party may also terminate this Agreement <br />Immediately upon notice if the other Party: (a) is liquidated, dissolved, or adjudged to he Ina state of <br />bankruptcy or receivership; (b) is insolvent, unable to pay its debts as they became due, makes an assignment <br />for the benefit of creditors or takes advantage or any law for the benefit of debtors; or (c) ceases to conduct <br />business for any reason on an ongoing basis leaving no successor in Interest. Granlcus may, without liability, <br />Immediately suspend or terminate any or all Order, SOW or Exhibit issued hereunder If any Fees owed under <br />this Agreement are past due pursuant to Section 4.1. <br />7.4. Rights and Obligations After Termination. In the event of expiration or termination of this Agreement, <br />Customer shall immediately pay to Granicus all Fees due to Granlcus through the date of expiration or <br />termination. <br />August 6, 3017 <br />granicus.com I info@granicus.com page 55 <br />r•• <br />
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