25A - AGMT - AGENDA WORKFLOW AND STREAMING

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