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DocuSign Envelope ID: 1CCA18DC-6CC1-428C-A15D-5173EE24B471 <br /> 15. Notices. All notices or communications required or permitted as a part of this Agreement must be in <br /> writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving <br /> party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the <br /> receiving party; (c) upon receipt by sender of proof of email delivery; or(d) if not actually received, five (5) <br /> days after deposit with the United States Postal Service authorized mail center with proper postage <br /> (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth <br /> on the signature page hereto or such other address as the party may have designated by proper notice. <br /> The consequences for the failure to receive a notice due to improper notification by the intended receiving <br /> party of a change in address will be borne by the intended receiving party. <br /> 16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and <br /> promotional materials. If you terminate this Agreement, we agree to remove your name from any then- <br /> current client lists or then-current webpages identifying our clients. <br /> 17. Confidentiality. While both parties recognize and agree to adhere to North Carolina's public records law, <br /> set forth at Chapter 132 of the North Carolina General Statutes, both parties also recognize that their <br /> respective employees and agents, in the course of performance of this Agreement, may be exposed to <br /> confidential information and that disclosure of such information could violate rights to private individuals <br /> and entities, including the parties. Confidential information is nonpublic information that a reasonable <br /> person would believe to be confidential and includes, without limitation, personal identifying information <br /> (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party <br /> agrees that it will not disclose any confidential information of the other party and further agrees to take all <br /> reasonable and appropriate action to prevent such disclosure by its employees or agents. The <br /> confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. <br /> This obligation of confidentiality will not apply to information that: <br /> (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this <br /> Agreement by a party or its employees or agents; <br /> (b) a party can establish by reasonable proof was in that party's possession at the time of initial <br /> disclosure; <br /> (c) a party receives from a third party who has a right to disclose it to the receiving party; or <br /> (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable <br /> public disclosure laws governing this Agreement; provided, however, that in the event you receive <br /> an open records or other similar applicable request, you will give us prompt notice and otherwise <br /> perform the functions required by applicable law. The parties agree that the Investment Summary <br /> provided as Exhibit 1 and the pricing proposal contained within Tyler's Proposal will not be treated <br /> as confidential information, but the functional requirements checklist contained within Tyler's <br /> Proposal will be treated as a trade secret and redacted from any public disclosure in response to <br /> an open records request. We agree to indemnify and hold harmless Orange County and each of its <br /> officers, employees, and agents from all costs, damages, and expenses incurred in connection with <br /> refusing to disclose any material,which Tyler has designated as a trade secret. <br /> 18. Certifications; Business License. If the activities related to the performance of this Agreement require <br /> specific licenses, certifications or related credentials,we represent that we and/or our employees, agents <br /> and subcontractors engaged in such activities possess such licenses, certifications or credentials, and that <br /> such licenses, certifications or credentials are current, active and not in a state of suspension or <br /> revocation. In the event a local business license is required for us to perform services hereunder, you will <br /> ° °, tyler <br /> 11 <br />