2012-373 EMS - Sunguard Public Secotr Inc for CAD Replacement $589,875

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System as though the reported problem were a object to the Customer disclosing the requested Defect. information pursuant to the subject public records (d) FAILURE OF ESSENTIAL PURPOSE. request. THE PARTIES HAVE AGREED THAT THE If SunGard Public Sector objects to the LIMITATIONS SPECIFIED IN SECTIONS 7 AND disclosure of the requested information, SunGard 16 WILL SURVIVE AND APPLY EVEN IF ANY Public Sector agrees that it shall be solely LIMITED REMEDY SPECIFIED IN THIS responsible for the defense of and the cost of AGREEMENT IS FOUND TO HAVE FAILED OF defending any claim or complaint against the ITS ESSENTIAL PURPOSE, AND Customer for its refusal to disclose Confidential REGARDLESS OF WHETHER CUSTOMER HAS Information. SunGard Public Sector agrees that if ACCEPTED ANY SOFTWARE OR SERVICE any such complaint or claim is filed it will indemnify UNDER THIS AGREEMENT. Customer and will reimburse Customer for any and all damages awarded against Customer its 8. Confidential Information. Except as refusal to disclose the requested information. otherwise permitted under this Agreement, the SunGard Public Sector's obligations under this Recipient will not knowingly disclose to any third indemnification are expressly conditioned on the party, or make any use of the Discloser's following: (i) Customer must promptly notify Confidential Information. The Recipient will use at SunGard Public Sector of any such claim; (ii) least the same standard of care to maintain the Customer must in writing grant SunGard Public confidentiality of the Discloser's Confidential Sector sole control of the defense of any such Information that it uses to maintain the claim and of all negotiations for its settlement or confidentiality of its own Confidential Information compromise (if Customer chooses to represent its of equal importance. Except in connection with own interests in any such action, Customer may the Software and any software provided with the do so at its own expense, but such representation Software, the non-disclosure and non-use must not prejudice SunGard Public Sector's right obligations of this Agreement will remain in full to control the defense of the claim and negotiate force with respect to each item of Confidential its settlement or compromise); and (iii) Customer Information for a period of ten (10) years after must cooperate with SunGard Public Sector to Recipient's receipt of that item. However, facilitate the settlement or defense of the claim. Customer's obligations to maintain both the Software and any software provided with the SunGard Public Sector agrees that it releases Software as confidential will survive in perpetuity. County from all loss, liability, claims or expense, including attorney's fees, arising out of or related 9. North Carolina Public Records Act. to the release or disclosure or failure by the SunGard Public Sector acknowledges that this Customer to release or disclose Confidential Agreement, the Confidential Information and any Information in accordance with the procedure documents, memorandum, data, reports, outlined herein. SunGard Public Sector further analyses, compilations, records, pricing and agrees that it waives the right to file any court evaluation of all or any portion of the transactions action against Customer for any such release, contemplated by this Agreement may be deemed disclosure, or failure to release or disclose public records and subject to disclosure, in whole Confidential Information. or in part, pursuant to the North Carolina Public Records Law. Customer will provide SunGard 10. Indemnity by SunGard Public Sector Public Sector with prompt notice of any intended SunGard Public Sector will defend, indemnify and disclosures or requests for disclosure pursuant to hold Customer harmless from and against any the North Carolina Public Records Law and an loss, cost and expense that Customer incurs appropriate opportunity to seek protection of the because of a claim that use of a Baseline Confidential Information consistent with all Component System infringes any United States applicable laws and regulations. copyright of others. SunGard Public Sector's obligations under this indemnification are Should a public records request be made for expressly conditioned on the following: (i) information the SunGard Public Sector claims is Customer must promptly notify SunGard Public proprietary in nature, Customer will, within a Sector of any such claim; (ii) Customer must in reasonable time, notify SunGard Public Sector of writing grant SunGard Public Sector sole control of such public records request. SunGard Public the defense of any such claim and of all Sector shall, within five (5) business days of said negotiations for its settlement or compromise (if notification provide notice that it does or does not Customer chooses to represent its own interests Page 6 of 30 SPS License 7/1/2010