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DocuSign Envelope ID: 1 F5180CC-F9F6-4D55-A9A8-581 CB73213A5 <br /> 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, in 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 may be bound. <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 disclosure 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. Under 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 /> C. Recognizing any improper use or disclosure of any Confidential Information 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 to <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 /> 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 terms <br /> hereof. <br /> e. Notwithstanding the foregoing, the parties acknowledge that Customer may be required to disclose <br /> documents under state or federal law. <br /> 9. Term; Termination. <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 /> 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 /> 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 Client 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 /> 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 />