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only to perform its obligations under this Agreement or the Statement of Work; and (iii) <br />reproduce confidential information only: as required to perform its obligations under this <br />Agreement or the Statement of Work. This section shall not apply to information which is. (i) <br />publicly known; (ii) already known to the recipient;. (iii) disclosed to a third party without <br />restriction; (iv) independently developed; or (v) disclosed pursuant to legal requirement or order. <br />Subject to the foregoing, VisionPoint may disclose County's confidential information to its <br />subcontractors and affiliates. <br />b. Use by County. County may, solely for its internal business purposes, use, copy, distribute <br />internally, and modify the deliverable items specifically described in the Statement of Work. <br />County shall not, without prior written notice to VisionPoint, disclose to a third party, publicly <br />quote or make reference to the Deliverables. <br />c. Public Records Law. VisionPoint acknowledges that County is a North Carolina local <br />governmental entity and as such is subject to North Carolina Public Records Laws. County will, <br />within a reasonable time, notify VisionPoint of any such public records request for information, <br />records, documents, or things created for, used in or related to the performance of this <br />Agreement that VisionPoint claims is proprietary in nature. If VisionPoint objects to the <br />disclosure of the requested information, it agrees that it shall be solely responsible for the <br />defense of and the cost of defending any _claim or complaint against the County based upon the <br />County's refusal to disclose information VisionPoint claims is proprietary in nature. <br />VisionPoint agrees that if any such complaint or claim is filed it will indemnify County and will <br />reimburse County for any and all damages awarded against County for County's refusal to <br />provide the requested information. VisionPoint waives the right to file any court action against <br />County for any such release, disclosure, or failure to release or disclose proprietary information. <br />10. Deliverables <br />a. Use of Intellectual Property. Neither party shall use the other party's name, trademarks, service <br />marks, logos, trade names and /or branding without such party's prior written consent. <br />Notwithstanding anything herein to the: contrary, VisionPoint may reference or list County's <br />name and/or a general description of the Services. County also agrees that upon reasonable prior <br />notice from VisionPoint, County will be willing to provide a reference for VisionPoint (e.g. in <br />the form of analyst telephone calls, County telephone calls, presentations, and the like). <br />b. Samples and Photographs. The County shall provide VisionPoint with samples of each printed or <br />manufactured design. Such samples shall be representative of the highest quality of work <br />produced. VisionPoint may use such copies and samples for publication, exhibition, or other <br />promotional purposes. The number of samples to be provided to VisionPoint shall be no less <br />than 10 pieces. VisionPoint shall have the right to photograph all completed designs or <br />installations and shall have the right to use such photographs for publication, exhibition, or other <br />promotional purposes. <br />c. Limited Warranty. VisionPoint warrants that the Services shall be performed with reasonable <br />care in a diligent and competent manner. VisionPoint's sole obligation shall be to correct any <br />non - conformance with this warranty, provided that County gives VisionPoint written notice <br />within thirty (30) days after the Services are performed or successful completion of the <br />acceptance test plan, if applicable, at no additional; cost to the County. VisionPoint does not <br />warrant and is not responsible for any third party, products or services. County's sole and <br />exclusive rights and remedies with respect to any third party products or services are against the <br />third party vendor and not against VisionPoint. THIS SECTION IS VISIONPOINT'S ONLY <br />WARRANTY CONCERNING THE SERVICES AND ANY DELIVERABLE, AND IS MADE <br />EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, <br />EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF <br />Revised May 9. 2012 <br />