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if (i) such information is generally known to the public through no improper action or inaction by the other party, (ii) <br />was, through no improper action or inaction by the other party, i n the possession of the other party prior to the <br />Effective Date, or (iii) rightly disclosed to the other party by a third party if such disclosure does not violate the terms <br />of any confidentiality agreement or other restriction by which such third party ma y be bound. <br /> <br />b. All Confidential Information will be held in confidence and may not be copied, used or disclosed other than <br />as set forth in this Agreement. Each party must take all reasonable efforts to protect the confidentiality of and <br />prevent the unauthorized use of any such Confidential Information by any third party within such party's control. <br />Each party may disclose Confidential Information (i) to the receiving party's employees and contractors required to <br />have access to such Confidential Information for the purposes of performing this Agreement or using the Software, <br />provided each party hereto notifies its employees and contractors accessing such Confidential Information of the <br />confidentiality obligations in this Section 8; or (ii) if such disclosur e is in response to a valid order of any court or <br />other governmental body ("Order"), in which event, the disclosing party must use reasonable efforts to provide the <br />other party with prior notice of such Order, to the extent legally permitted to do so. Und er no additional <br />circumstances will Confidential Information received from Innovative be disclosed to any competitor of Innovative <br />without Innovative's advance written permission. <br /> <br />c. Recognizing any improper use or disclosure of any Confidential Informatio n by either party may cause the <br />party whose Confidential Information is improperly used or disclosed irreparable damage for which other remedies <br />may be inadequate, a party whose Confidential Information is improperly used or disclosed will have the right t o <br />petition for injunctive or other equitable relief from a court of competent jurisdiction as appropriate to prevent any <br />unauthorized use or disclosure of such Confidential Information. <br /> <br />d. If the parties have previously executed a nondisclosure agreement ("NDA"), any Confidential Information <br />exchanged pursuant to such NDA will remain confidential, and will as of the date of the execution of this Agreement <br />be deemed Confidential Information within the meaning of this Agreement and also be governed by the te rms <br />hereof. <br /> <br />e. Notwithstanding the foregoing, the parties acknowledge that Customer may be required to disclose <br />documents under state or federal law. <br /> <br />9. Term; Termination. <br /> <br />a. The license granted in this Agreement to use the Software is perpetual, but subject to termination as <br />specified hereunder. The term of any maintenance and support services and/or hosting services described in Exhibit <br />A to the License Agreement is set forth in the License Agreement. <br /> <br />b. If either party hereto fails to perform or comply with any material term or condition of this Agreement, <br />specifically including Client’s failure to pay any Fees (such party being the “Breaching Party”), and such failure <br />continues unremedied for 30 (thirty) days after receipt of written notice, the other party may terminate this <br />Agreement. Notwithstanding the foregoing, if the Breaching Party has in good faith commenced to remedy such <br />failure and such remedy cannot reasonably be completed within such 30-day period, then the Breaching Party will <br />have an additional 30 (thirty) days to complete such remedy, after which period the other party may terminate this <br />Agreement if such failure continues unremedied. <br /> <br />c. Client may terminate the maintenance and support services and/or hosting services purchased under this <br />Agreement at any time during the Initial Term effective as of the date of the next annual anniversary of the Effective <br />Date if Client’s budget (funding) is eliminated and Cli ent provides written evidence to Innovative of the elimination <br />of Client’s budget (funding), such evidence to be in the form and substance reasonably requested by Innovative. <br /> <br />d. Except for a termination by Client pursuant to Section 9.b., and unless as otherwise set forth in this <br />Agreement, upon any termination of this Agreement, all prepaid Fees will be nonrefundable and Client will be <br />responsible for all Fees and expenses for the Software, maintenance and support services and hosting services <br />provided prior to and as of the date of termination. Any termination of this Agreement will not waive or otherwise <br />adversely affect any other rights or remedies the terminating party may have under the terms of this Agreement. <br />Upon termination of this Agreement, the rights and duties of the parties will terminate, other than the obligation of <br />the Client to pay Fees and costs in accordance herewith, and the obligations of the parties pursuant to Section 1.c. <br />(Software License), Section 3 (Ownership), Section 4 (Fees; Expenses; Payment Terms), Section 6 (Limitations on <br />Liability), Section 7 (Indemnification), Section 8 (Confidentiality), Sections 9.d. and 9.e. (Termination), Section 11 <br />DocuSign Envelope ID: F014C755-030D-478F-806C-6FB970D9CCD2