2016-528-E County Atty - LexisNexis (RELX, Inc.) for legal research

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DocuSign Envelope ID:2C7A1338-7BBC-4771-A894-63C227CA01A1 11. Audit Rights. Subscriber shall have the right to audit the billing records of LN with respect to the provision of the Online Services under the Agreement as permitted by applicable State law. Subscriber shall provide LN with not less than ten (10) business days advanced written notice of any such audit. 12. Confidential Information. Notwithstanding anything in the Agreement to the contrary, the Agreement does not protect information that: (a) was in the recipient's ("Recipient") possession before receipt from the discloser ("Discloser"); (b) is independently developed or acquired by or for Recipient without use of Discloser's proprietary information; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d)was disclosed by Discloser to a third party not under an obligation of confidentiality; or (e) is or becomes available to the public through no fault of Recipient. LN agrees to employ industry standard security practices designed to minimize the introduction of malware or viruses and the threat of intrusion or hacking incidents. LN shall also comply with applicable data protection and breach laws in the performance of the Agreement. Accordingly, any provision in the Agreement which imposes specific security or encryption standards, or requires LN to provide notice of the release of confidential information within a set period of time is deleted. 13. Contract Amendment. All amendments, modifications, alterations or changes to the Agreement (excluding the General Terms which may be revised in accordance with Section 5.1 thereof), shall be in writing and signed by both parties. 14. Miscellaneous. 14.1 Except as expressly modified by this Addendum, all other terms and conditions of the Agreement will remain in full force and effect and will be unaffected by this Addendum. 14.2 If Subscriber issues a purchase order in connection with the Agreement, Subscriber acknowledges and agrees that the purchase order shall be for Subscriber's internal purposes only and shall not modify or affect any of the other terms or conditions for access to the Online Services. 14.3 In the event of a conflict between the terms of the Agreement and this Addendum, this Addendum will control. In the event of a conflict between the various contract documents that comprise the Agreement, such conflicts shall be resolved in the following order: the General Terms shall control with regard to access and use of the Online Services, for all other purposes, the order of precedence shall be this Addendum, the Subscriber Contract, and then any other LN contract documents. LN's acceptance of the terms of this Addendum shall be evidenced by its signature below or by providing Subscriber with access to the Online Services. AGREED TO AND ACCEPTED BY: ORANGE COUNTY LexisNex o iN, ign of Inc. r ,¢Du .5R 17C1 d BSCRIBER g�J V n BY: IJbV�,lildt, lka.wAt,►�'Sl,t y BY: i/iJj• `�/` -il --06a7994B755E477... --7EF4 7485DFA426 NAME: Bonnie Hammersley NAME: Joshua Roslan TITLE: County Manager TITLE: Pricing Analyst 9/16/2016 9/15/2016 DATE: DATE: 4838-4290-6152,v. 1 ND: ULSM-SLGovt-AlternateClausesContractAdm-Sept2015 ©2015 LexisNexis. ID#4838-4290-6152 All rights reserved.