2018-687-E BOCC - Granicus Service contract

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DocuSign Envelope ID:7CF26EB6-C8A1-4FA5-BB42-042EFBC099BD and all Order Terms), the Granicus Product and Services fees shall increase from the previous term's fees by up to ten(10) percent per year. S. Representations,Warranties and Disclaimers 5.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so. 5.2. Warranties.Granicus warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the Granicus Products and Services; however,the Granicus Products and Services are provided"AS IS"and as available. 5.3. Disclaimers.EXCEPTAS PROVIDED IN SECTIONS 5.2 ABOVE,EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF .MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. 6. Confidential Information 6.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the other Party(Receiving Party)certain information which may be considered confidential and/or trade secret information("Confidential Information").Confidential Information shall include:(i) Granicus' Products and Services, (ii) non-public information if it is clearly and conspicuously marked as"confidential" or with a similar designation at the time of disclosure; (iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during,or promptly after presentation or communication and(iv)any information that should be reasonably understood to be confidential or proprietary to the Receiving Party,given the nature of the information and the context in which disclosed. Each Receiving Party agrees to receive and hold any Confidential Information in strict confidence. Without limiting the scope of the foregoing,each Receiving Party also agrees: (a)to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (b) not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (c) not to use any Confidential Information for any purpose other than as stated above; (d) to restrict access to Confidential Information to those of its advisors, officers, directors, employees, agents, consultants,contractors and lobbyists who have a need to know,who have been advised of the confidential nature thereof,and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule;and(e)to exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information. If a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information,it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance. 6.2. Exceptions.Confidential Information shall not include information which:(i)is or becomes public knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party's possession before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without 4