2009-086 IT - Tax - Property Information Management System Software Vendors, Project Managers, and Transitional Contract Assistance

Browse Search

performance of legal duties and obligations. "Good faith efforts" means, but is not limited to, those reasonable initial efforts necessary to comply with requirements and additional or substituted reasonable efforts when it is determined that such initial efforts will not be sufficient to comply with such requirements. 3. Overlapping Functionality. Certain aspects of the 11S System and Patriot System overlap in functionality. The parties agree to divide the implementation of the overlapping functionalities of IIS System and Patriot System as set forth in Exhibit B, attached hereto. 4. Confidentiality 4.1. The County agrees that information shared with County under this Agreement is- subject to the confidentiality terms set forth in the IIS Implementation Agreement and the Patriot Implementation Agreement, respectively. IIS and Patriot agree that the terms of the Mutual Non - Disclosure Agreement between IIS and Patriot dated June 1, 2008 (the "NDA ") shall apply to information shared between IIS and Patriot under this Agreement. IIS and Patriot acknowledge that all contracts with the County are "proprietary' and are not public records subject to disclosure in whole or in part under the North Carolina Public Records Act but may be subject to release . when required by court order or law. County will provide IIS and Patriot with prompt notice of any intended FOI disclosures or post - execution FOI requests, citations to or copies of applicable FOI for review, and an appropriate opportunity to seek protection of confidential and proprietary information consistent with all applicable laws and regulations. 5. Intellectual Property 5.1. Each party shall retain ownership of the intellectual property relating to their respective products and any other intellectual property or Confidential Information developed by or for such party. Except as provided in separate agreement(s) between the parties, no license or other right is granted or transferred by either party to any other party under this Agreement, by implication, estoppel or otherwise, under any intellectual property rights now or hereafter owned or controlled by such party. So long as the confidentiality obligations hereunder are followed, nothing in this Agreement shall restrict a party from developing and licensing software that. performs the same or similar functions as software of any other party. 6. Term and Termination 6.1. This Agreement shall be in effect for an initial term of one (1) year from the Effective Date unless earlier terminated pursuant to this Section 6. After the end of the initial term, this Agreement will automatically continue for annual renewal terms unless any party provides the other parties written notice at least sixty (60) days prior to the end of the then - current term of its intent to terminate this Agreement. 6.2. Any party may terminate this Agreement or if any 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 4 through 10 of this Agreement shall survive any termination of this Agreement. 6.4. IIS and Patriot each acknowledge that a "nonappropriation" may occur when the County is unable to secure or allocate sufficient funds in its operating budget to fulfill its financial obligations under this Agreement. If a nonappropriation occurs during the term of the Agreement, County may terminate the Agreement at the end of the then- current fiscal period ( "Termination Date") without incurring any termination liability. County will not be obligated for payments for any fiscal period after the Termination Date. County will give IiS and Patriot written notice of any termination under this section at least 30 days before the Termination Date. At IIS' and or Page 2