2009-073 IT- Granicus Inc. - Service Agreement

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09y17/2009 11:11 9196443324 FINANCE PAGE 07 such other protective orders and protectyons with respect thereta as the disclosing party may reasonably request. It shall be the sole responsibility of Granicus to defend any action in which a third party seeks the production of information, through North Carolina Public Records Laws, that Graxtieus detexxxxines is Confidential Lnforniation, as described in this section, and not subject to such North Carolina Public lZ.ecoxds Laws. 8.3 Contract Llse Disclosure. The terms and conditions of this Agreement may be used by either parry to disclose the tcrrrrs and conditioxs to other local agencies art an effort to exhibit the following: the terms and conditions as fair and reasonable, ox to determine tlxe best value, or for xxxarl<eting puzposes, or to further business development. 9. DISCLOSURE OF~4GRF.EMENT; INT~,L.O,S',P~L ARRANGE~yfl:~NTS. 9.1 Disclosure of A~reemetxt Terms. The terms and conditions of this Agreement may be disclosed by either party to other public agezxoies fox the purpose of such other agencies puxchasirig services under this Agxeexnent pursuant to an intexlocal ox coopG-native an-an$ement with Client. In addition, Gxanicus may disclose the terms anal coxxditioxxs of this Agreement in an effort to show that the teams offered to anotlxez public agency axe f'aix axed xeasotxable or to determine the best value. It is understood that Granicus shall not be precluded from disclosing the terms and conditions of its form of Service Agreement to any other third party at Gxarxicus's sole discretion and for any reason. 9.2 Liicluded Paxties• Interloca] Agreement Pursuant to arty ixxtexlocal, intergvveminen#al, or other such cooperative agreement with Client, Granicus will accept ciders fxoxxx, and Will furnish the Grabuicus SoRware, Hardware, 1?rofessional Services, and Managed Services as outlined in the Proposal to any govexnxxlerttal agency ox other public entity authozized by Client to use the Proposal, based upon substantially the same terms and conditions of this Agxneixlent, with. the exception of price schedules. «Please insert the agencies with which you have Interloca] Agreements with here~•~• ~.3 Political Subdivision Participation. Granicus agrees to supply, sell, and contract separately with other similar or related political subdivisions (i.e., colleges, sclxool districts, counties, cities, etc.j of C1ienL, based upon substantially the same terms and conditions of this Agreement, with the exception of price schedules, tax an effort to establish the ternzs and conditions as fair and xeasorxable. 10• '1'~~tM AND ~'E~J3N,A~TIQN. 10.1 Texxn. The texna of this Agxeexnenx shall commence on the date hereof and shall continue in full force and effect for one (1) year after the date hereof. This Agreerrient shall autoixaatioally renew fvr an additional three (3) terrxis of one (l} year each, unless either party txotifies the other in writing at least tlxirty (30) days prior to such automatic xex~e~x~al that the party does not wish to renew this Agreement. 10.2 Texxxxination. This Agxeemettt may be terxniuxated, in whole or in part, pursuant to the following terms and conditio»s: {aj after one year fratn the Effective 17ate, by the Client fox corlvenieixce, upon sixty {60) days prior written riotiae to Gxanicus; GRANiCUS,1NG 8>ritviCE AGR812MkN~C b Version 4.0.1