Orange County NC Website
DocuSign Envelope ID:2A1FF9C3-5E84-4494-AE50-59EAC650084E <br /> 132, Public Records Law and BridgePay agrees to authorize Client to disclose any material which <br /> BridgePay has designated as Confidential Information upon written request if requested by <br /> Client pursuant to such law. This Section will survive termination of this Agreement. <br /> 5.2 Exclusions. The Receiving Party will not be obligated to maintain the confidentiality of <br /> Confidential Information: (i) it is required to reveal in performing its obligations under this <br /> Agreement, (ii) that is or becomes within the public domain through no act of the Receiving <br /> Party in breach of this Agreement, (iii) was legitimately in the possession of the Receiving Party <br /> prior to its disclosure under this Agreement, and the Receiving Party can prove that, or (iv) is <br /> required to be disclosed by state or federal law, provided that the Receiving Party provides the <br /> Disclosing Party with notice and an opportunity to oppose the disclosure. <br /> VI. Term,Termination <br /> 6.1 Term. This Agreement will become effective on the Effective Date and will remain in <br /> effect until terminated as provided herein. <br /> 6.2 Termination. Client agrees that BridgePay may terminate Client's password, account or <br /> this Agreement (i) for cause at anytime without prior notice, or (ii) without cause upon <br /> providing not less than ten (10) days prior written notice to Client. Client acknowledges and <br /> agrees that any termination of access privileges to the Products and Services under any <br /> provision of the Agreement may be effected without prior notice. BridgePay agrees that Client <br /> may terminate this Agreement (i) for cause at any time without prior notice, or (ii) without <br /> cause upon providing not less than thirty (30) days prior written notice to BridgePay. BridgePay <br /> acknowledges that Client is a governmental entity, and the validity of this Agreement is based <br /> upon the availability of public funding under the authority of its statutory mandate. In the event <br /> that public funds are unavailable and not appropriated for the performance of Client's <br /> obligations under this Agreement, then this Agreement shall automatically expire without <br /> penalty to Client immediately upon written notice to BridgePay of the unavailability and non- <br /> appropriation of public funds. <br /> VII. Hold Harmless and Limitation of Liability <br /> 7.1 Hold Harmless. To the extent allowed under applicable law, each party agrees to hold <br /> harmless the other party, its employees, directors, managers, members, officers or agents from <br /> and against any liability, damage, penalty or expense (including reasonable attorneys' fees and <br /> court costs) which may be claimed by a third party as a result of: (A) any failure by the other <br /> party or any employee, agent, or affiliate of the party to comply with the terms of this <br /> Agreement; (B) any warranty or representation made by the other party being false or <br /> misleading; (C) negligence or willful misconduct of the party or its subcontractors, agents or <br /> employees, or (D) any alleged or actual violations by the other party or its subcontractors, <br /> employees, or agents of any Payment Brand rules, laws or regulations. This section will survive <br /> termination of this Agreement. <br />