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DocuSign Envelope ID:7CF26EB6-C8A1-4FA5-BB42-042EFBC099BD <br /> any duty of confidentiality on the third party; (v) is independently developed by the Receiving <br /> Party without use or reference to the Disclosing Party's Confidential Information; or (vi) is <br /> disclosed with the prior written approval of the Disclosing Party. <br /> 6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store <br /> and/or send Confidential Information, Granicus must be notified in writing, in advance of the <br /> storage or sending. Should Customer provide such notice, Customer must ensure that <br /> Confidential Information or sensitive information is stored behind a secure interface and that <br /> Granicus Products and Services be used only to notify people of updates to the information that <br /> can be accessed after authentication against a secure interface managed by Customer.Customer <br /> is ultimately accountable for the security and privacy of data held by Granicus on its behalf. <br /> 6.4. Return of Confidential Information.Each Receiving Party shall return or destroy the Confidential <br /> Information immediately, upon written request by the Disclosing Party, termination, or <br /> expiration of this Agreement;provided,however,that each Receiving Party may retain one copy <br /> of the Confidential Information in order to comply with applicable laws and the terms of this <br /> Agreement. <br /> 7. Term and Termination <br /> 7.1. Agreement Term.The Agreement Term shall begin on the date of Exhibit A and continue through <br /> the latest date of Exhibit A under this Agreement, unless otherwise terminated as provided in <br /> this Section 7. Exhibit A will specify an Order Term for the Granicus Products and Services <br /> provided under Exhibit A. Customer's right to access or use the Granicus Products and Services <br /> will cease at the end of the Order Term identified within Exhibit A, unless either extended or <br /> earlier terminated as provided in this Section 7. Unless a Party has given written notice to the <br /> other Party at least ninety(90)days prior to the end of the then-current Order Term,the Granicus <br /> Products and Services will automatically renew at the end of each term for an Extension Term of <br /> one(1)year. <br /> 7.2. Effect of Termination. If the Parties agree to terminate this Agreement and Exhibit A is still in <br /> effect at the time of termination, then the terms and conditions contained in this Agreement <br /> shall continue to govern the outstanding Exhibit A until termination or expiration thereof. If the <br /> Agreement is terminated for breach,then unless otherwise agreed to in writing,all outstanding <br /> Exhibits shall immediately terminate as of the Agreement termination date. Unless otherwise <br /> stated in this Agreement,in no event shall Customer be entitled to a refund of any prepaid fees <br /> upon termination. <br /> 7.3. Termination for Cause.The non-breaching Party may terminate this Agreement upon written <br /> notice if the other Party is in material breach of this Agreement and fails to cure such breach <br /> within thirty (30) days after the non-breaching Party provides written notice of the breach. A <br /> Party may also terminate this Agreement immediately upon notice if the other Party: (a) is <br /> liquidated,dissolved,or adjudged to be in a state of bankruptcy or receivership;(b)is insolvent, <br /> unable to pay its debts as they become due,makes an assignment for the benefit of creditors or <br /> takes advantage or any law for the benefit of debtors;or(c)ceases to conduct business for any <br /> reason on an ongoing basis leaving no successor in interest. Granicus may, without liability, <br /> immediately suspend or terminate Exhibit A issued hereunder if any Fees owed under this <br /> Agreement are past due pursuant to Section 4.1. <br /> 7.4. Rights and Obligations After Termination. In the event of expiration or termination of this <br /> Agreement, Customer shall immediately pay to Granicus all Fees due to Granicus through the <br /> date of expiration or termination. <br /> 7.5. Survival.All rights granted hereunder shall terminate the latter of the termination or expiration <br /> date of this Agreement,or Exhibit A.The provisions of this Agreement with respect to warranties, <br /> 5 <br />