Orange County NC Website
Spatialest Master Software and Services Agreement 7 <br /> <br />Party accepts responsibility for the actions of its Representatives and shall protect the other Party’s <br />Confidential Information in the same manner as it protects its own valuable confidential information, but <br />in no event shall less than reasonable care be used. The Parties expressly agree that the Software and <br />Services, and terms and pricing of this Agreement are Confidential Information. Customer further agrees <br />that it shall not use the Software and Services for the purposes of conducting comparative analysis, <br />evaluations or product benchmarks with respect to the Software and Services and will not publicly post <br />any analysis or reviews of the Software and Services without Spatialest’s prior written approval. A <br />receiving Party shall promptly notify the disclosing Party upon becoming aware of a breach or threatened <br />breach hereunder and shall cooperate with any reasonable request of the disclosing Party in enforcing its <br />rights. <br />4.2 Exclusions <br />Information will not be deemed Confidential Information hereunder if such information: (i) is known prior <br />to receipt from the disclosing Party, without any obligation of confidentiality; (ii) becomes known to the <br />receiving Party directly or indirectly from a source other than one having an obligation of confidentiality <br />to the disclosing Party; (iii) becomes publicly known or otherwise publicly available, except through a <br />breach of this Agreement; or (iv) is independently developed by the receiving Party without use of the <br />disclosing Party’s Confidential Information. The receiving Party may disclose Confidential Information <br />pursuant to the requirements of applicable law, legal process or government regulation, provided that it <br />gives the disclosing Party reasonable prior written notice to permit the disclosing Party to contest such <br />disclosure, and such disclosure is otherwise limited to the required disclosure. The parties understand and <br />agree that the customer is a governmental entity subject to open records and sunshine laws. To the extent <br />required by law, the customer may be required to disclose records and other confidential informational <br />related to this agreement. The parties agree that the customer will not in breach of this agreement if the <br />customer is required to disclose such records of confidential information pursuant to applicable law. To <br />the extent permitted by applicable law, the customer shall notify Spatialest in advance of any such <br />disclosure and permit Spatialest to redact any confidential information that may be exempt to such <br />disclosure. <br />4.3 Injunctive Relief <br />Notwithstanding any other provision of this Agreement, both Parties acknowledge that any use of the <br />disclosing Party’s Confidential Information in a manner inconsistent with the provisions of this Agreement <br />may cause the disclosing Party irreparable and immediate damage for which remedies other than <br />injunctive relief may be inadequate. Therefore, both Parties agree that, in addition to any other remedy <br />to which the disclosing Party may be entitled hereunder, at law or equity, the disclosing Party shall be <br />DocuSign Envelope ID: D64C7E68-26A4-4A46-BC30-54CE92CAE70D