2009-097 IT - Intelligent Information Systems, Inc. - Addendum to Software Maintenance and Support Agreement

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exhaustion of all available administrative appeals if funding is initially denied. 5. Confidentiality 5.1. "Confidential Information" means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (a disclosing party) to the other party (a receiving party) pursuant to this Agreement that is identified in writing as confidential or that would reasonably be recognized as confidential. Confidential Information does not include information that: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by a receiving party from a third party without breach of any obligation of confidentiality; (c) was previously known by the receiving party as shown by its written records; or (d) was independently developed by the receiving party as shown by its written records. 5.2. A receiving party agrees: (a) to hold the disclosing party's Confidential Information in strict confidence; and (b) use the disclosing party's Confidential Information solely in connection with the provision of Services under this Agreement. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of the disclosing party as required by law or court order; in such event, such party shall use its best efforts to inform the other party prior to any such required disclosure. 5.3. Upon the termination or expiration of this Agreement, the receiving party will return to the disclosing party all the Confidential Information delivered or disclosed to the receiving party, together with all copies in existence thereof at any time made by the receiving party. The provisions of this Section 5 shall survive any termination of this Agreement. 6. Term and Termination 6.1. This Agreement shall be in effect for an initial term beginning on the Effective Date and continuing for one (1) year from the Production Date unless earlier terminated pursuant to this Section 6; provided that IIS' obligation to provide Services hereunder shall not commence until the Production Date. After the end of the initial term, this Agreement will automatically continue for up to five (5) successive annual renewal terms unless either party provides the other party written notice at least sixty (60) days prior (or, if County does not receive continued appropriation by the applicable Country Board of Commissioners or other funding source, at least five (5) days prior) to the end of the then-current term of its intent to terminate this Agreement. Fees for renewal terms are due as set forth in Section 4.1 above. If County does not pay the support fee for a renewal term within thirty (30) days after the date of invoice, then IIS may in its discretion suspend the delivery of support services or terminate this Agreement. 6.2. Either party may terminate this Agreement or if the other party materially breaches this Agreement and such breach is not cured, or an acceptable plan for resolving the breach is not put in place, within thirty (30) days after written notice identifying specifically the basis for such notice. 6.3. The terms provided in Sections 2, 5, 7, 8.1, 8.3, 9 and 10 of this Agreement shall survive any termination of this Agreement. For the avoidance of doubt, the parties agree that termination of this Agreement shall not result in termination of the License Agreement. 7. Warranty 7.1. IIS represents that it has the requisite knowledge, expertise and experience necessary to perform Services under this Agreement. County agrees to notify IIS of any breach of this representation within thirty (30) days after completion of the Services. 7.2. County represents that it has obtained or will obtain prior to IIS' commencement of the Services all licenses and consents from third party vendors authorizing access to software and/or technical information owned by such vendors and licensed to County, as required in order Page 3