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Page 3 <br />available without breach of this Agreement; (b) is received by a receiving party from a third party <br />without breach of any obligation of confidentiality; (c) was previously known by the receiving party <br />as shown by its written records; or (d) was independently developed by the receiving party as <br />shown by its written records. <br />5.2. A receiving party agrees: (a) to hold the disclosing party’s Confidential Information in <br />strict confidence; and (b) use the disclosing party’s Confidential Information solely in connection <br />with the provision of Services under this Agreement. Notwithstanding the foregoing, a receiving <br />party may disclose Confidential Information of the disclosing party as required by law or court order; <br />in such event, such party shall use its best efforts to inform the other party prior to any such required <br />disclosure. <br />5.3. Upon the termination or expiration of this Agreement, the receiving party will return <br />to the disclosing party all the Confidential Information delivered or disclosed to the receiving party, <br />together with all copies in existence thereof at any time made by the receiving party. The provisions <br />of this Section 5 shall survive any termination of this Agreement. <br />6. Term and Termination <br />6.1. This Agreement shall be in effect for an initial term of one (1) year from the Effective <br />Date unless earlier terminated pursuant to this Section 6. After the end of the initial term, this <br />Agreement will automatically continue for up to five (5) successive annual renewal terms unless <br />either party provides the other party written notice at least sixty (60) days prior (or, if County does <br />not receive continued appropriation by the applicable Country Board of Commissioners or other <br />funding source, at least five (5) days prior) to the end of the then-current term of its intent to <br />terminate this Agreement. Fees for renewal terms are due as set forth in Section 4.1 above. If <br />County does not pay the support fee for a renewal term within thirty (30) days after the date of <br />invoice, then Farragut may in its discretion suspend the delivery of support services or terminate <br />this Agreement. <br />6.2. Either party may terminate this Agreement or if the other party materially breaches <br />this Agreement and such breach is not cured, or an acceptable plan for resolving the breach is not <br />put in place, within thirty (30) days after written notice identifying specifically the basis for such <br />notice. <br />6.3. The terms provided in Sections 2, 5, 7, 8.1, 8.3, 9 and 10 of this Agreement shall <br />survive any termination of this Agreement. For the avoidance of doubt, the parties agree that <br />termination of this Agreement shall not result in termination of the License Agreement. <br />7. Warranty <br />7.1. Farragut represents that it has the requisite knowledge, expertise and experience <br />necessary to perform Services under this Agreement. County agrees to notify Farragut of any <br />breach of this representation within thirty (30) days after completion of the Services. County’s sole <br />remedy for breach of this representation shall be for Farragut to reperform the Services at issue at <br />no charge to County. <br />7.2. County represents that it has obtained or will obtain prior to Farragut’ commencement <br />of the Services all licenses and consents from third party vendors authorizing access to software <br />and/or technical information owned by such vendors and licensed to County, as required in order <br />for Farragut to perform the Services. <br />7.3. Each party represents that it has received all necessary authority and approvals to <br />enter into this Agreement, and that the negotiation and performance of this Agreement is not in <br />conflict with any other agreement entered into by such party. <br />7.4. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Farragut MAKES <br />NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED <br />WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A <br />PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF USAGE IN THE <br />DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED