Orange County NC Website
Browse       Search
Customer is compelled by subpoena or court <br />order to disclose Farragut Confidential <br />Infarmation, Customer shall promptly notify <br />Farragut upon receipt of the subpoena or court <br />order and shat! reasonably cooperate with <br />Farragut, at Farragut's election and expense, in <br />contesting or limiting the subpoena or court order. <br />Customer shall limit its disclosure to the extent <br />and terms required by the subpoena or court order <br />and related protective orders. <br />6.2 Return of Confidential information. Upon <br />termination or cancellation of this Agreement or, if <br />earlier, upon termination of Customer's permitted <br />access to or possession of Confidential <br />Information, Customer shall return to Farragut <br />and/or destroy (including, without limitation, deleting <br />.all electronic copies in a manner that cannot be <br />recovered}, at Farragut's option, alt copies of the <br />Confidential Information in Customer's <br />possession, and provide certification to Farragut of <br />such return and destruction. <br />6.3 lntellectuai Properties. All ideas, <br />concepts, know-how, data processing techniques, <br />documentation, diagrams, schematics, firmware, <br />equipment architecture, software, improvements, <br />bug fixes, upgrades and trade secrets developed <br />by Farragut personnel {alone or jointly with <br />Customer) in connection with Confidential <br />tnformation will be the exclusive property of <br />Farragut. <br />6.4 Support and Maintenance Materials. <br />Customer. acknowledges that all support materials <br />are the property of Farragut and include <br />Confidential tnformation of Farragut. Customer <br />agrees that it wiii not permit anyone other than <br />Farragut installation and support personnel and <br />authorized Customer employees to use such <br />materials. <br />6.5 Customer Employees. Customer wiii <br />inform its employees of their obligations under this <br />Section to ensure that such obligations are met. <br />ti.6 Public Information Act. Notwithstanding <br />anything else to the contrary in this Agreement, <br />the confidentiality terms and provisions of this <br />Agreement are subject to the applicable <br />requirements of the Public Informa#ion Aci. if <br />Customer is asked to disclose Farragut Confidential <br />Information, Customer shall seek confidential <br />treatment for such information in accordance with <br />the applicable Public Information Act. Customer <br />shall promptly no#ify Farragut in writing of ail <br />requests for Farragut Confidential information and <br />shalt notify Farragut in writing before releasing any <br />Farragut Confidential Information. <br />7. Term of Agreement; Terminaifon. <br />7.1 Term. This Agreement wilt commence on <br />the Effective Date set forth. above the parties' <br />signatures and wiii continue in full force and effect, <br />unless otherwise kerminated as provided herein. <br />7.2 Tg_rmination. <br />a) Either party may terminate this <br />Agreement by giving 30 days prior written notice of <br />termination to the other party.. !f defaulf occurs, <br />the parties will have all remedies provided in this <br />Agreement and otherwise available by statute, law <br />or equity, subject to the other terms of this <br />Agreement. <br />b) Farragut may terminate its <br />Software Support and other support obligations, if <br />any, under this Agreement, by providing at feast <br />30 days prior written notice of such termination to <br />Customer, if Farragut determines that any <br />modifications to the Software that are not made by <br />Farragut or Customer's failure to install a Saftware <br />Maintenance Release will materially interfere with <br />the provision of Software Support or Farragut's <br />other obligations. <br />7.3 Farragut acknowledges that Customer is <br />a governmental entity, and the validity of this <br />Agreement is based upon the availability of public <br />funding under the authority of its statutory <br />mandate. In the event that publle funds are <br />unavailable and not appropriated for the <br />performance of Customer's obligations under this <br />Agreement, then this Agreement shalt <br />automatically expire without penalty to .Customer <br />immediately upon written notice to Farragut of the <br />unavailability and non-appropriation of public <br />funds. it is expressly agreed that Customer shall <br />not activate this non-appropriation provision for its <br />convenience or to circumvent the requirements of <br />this Agreement, but only as an emergency fiscal <br />measure during a substantial fiscal crisis. !n the <br />event of a change in the Cus#omer's statutory <br />authority, mandate and/or mandated functions, by <br />state and/or federal legislative or regulatory action, <br />which adversely affects Customer's authority to <br />continue its obligations under this Agreement, <br />then this Agreement shall automatically terminate <br />without penalty to Customer upon written notice to <br />Farragut of such limitation or change in <br />-5- <br />