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<br />disclose Confidential Information of the disclosing party (a) to the extent necessary to comply with any law,
<br />rule, regulation or ruling applicable to it, including but not limited to the North Carolina Public Records Act, or
<br />(b) as required to respond to any summons or subpoena or in connection with any litigation, provided the
<br />receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally
<br />permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest
<br />the disclosure. Upon the request of the disclosing party, the receiving party will return or destroy all
<br />Confidential Information of the disclosing party that is in its possession. Notwithstanding the foregoing, SSG
<br />may retain information for regulatory purposes or in back-up files, provided that SSG’s confidentiality
<br />obligations hereunder continue to apply. For purposes of this Section, “Confidential Information” means
<br />information designated as confidential in writing or information which ought to be in good faith considered
<br />confidential and proprietary to the disclosing party. Confidential Information of SSG and/or its licensors
<br />includes but is not limited to the terms and conditions (but not the existence) of the Agreement, all trade
<br />secrets, software, source code, object code, specifications, documentation, business plans, Client lists and
<br />Client-related information, financial information, auditors reports of any nature, proposals, as well as results
<br />of testing and benchmarking of the Services, product roadmap, data and other information of SSG and its
<br />licensors relating to or embodied in the Services. Information will not be considered Confidential Information
<br />to the extent, but only to the extent, that the receiving party can establish that such information (i) is or
<br />becomes generally known or available to the public through no fault of the receiving party; (ii) was in the
<br />receiving party's possession before receipt from the disclosing party; (iii) is lawfully obtained from a third party
<br />who has the right to make such disclosure on a non-confidential basis; or (iv) has been independently
<br />developed by one party without reference to any Confidential Information of the other. The obligations of SSG
<br />set forth in this Section 0 will not apply to any suggestions and feedback for product or service improvement,
<br />correction, or modification provided by Client in connection with any present or future SSG product or service,
<br />and, accordingly, neither SSG nor any of its clients or business partners will have any obligation or liability to
<br />Client with respect to any use or disclosure of such information. The parties acknowledge and agree Client is
<br />a public entity subject to the provisions of the North Carolina Public Records Act and further acknowledge and
<br />agree that this Agreement and any record produced in relation to this Agreement that is in the possession of
<br />Client may be subject to disclosure pursuant to the North Carolina Public Records Act, irrespective of whether
<br />or not it is Confidential Information, and any such disclosure shall not be considered a breach of this
<br />Agreement.
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<br />6. Section 10. Limitation of Liability. Section 10 is hereby deleted in its entirety and replaced with the
<br />following:
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<br />LIMITATION OF LIABILITY. Except as required by applicable law, notwithstanding anything to the contrary
<br />contained in this Agreement, any Order Form, SOW, or other instruments, exhibits and attachments, shall neither
<br />Party’s total liability for any and all damages to the other Party may not exceed: (i) with respect to the SaaS
<br />Services, the fees (excluding implementation or other Professional Services fees) paid by Client for the twelve (12)
<br />month period preceding the action or event giving rise to the liability or (ii) with respect to the Professional
<br />Services, the total fees received by SSG from Client for the Professional Services under the SOW giving rise to the
<br />liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CLIENT, SSG AND ITS LICENSORS
<br />AND SUPPLIERS WILL NOT BE RESPONSIBLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL,
<br />CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST
<br />PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, INACCURATE INFORMATION OR LOSS OF INFORMATION OR
<br />COST OF COVER) THAT EITHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THE AGREEMENT OR
<br />THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED
<br />OF THE POSSIBILITY OF SUCH DAMAGES.
<br />7. Section 11.2 SaaS Service Terms. Section 11.2 is hereby modified as follows (additions are represented
<br />by underline and deletions are represented by strikethrough):
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<br />DocuSign Envelope ID: AF469A1B-3B5E-4682-8248-5645B6A34E7BDocuSign Envelope ID: DC14D055-C40F-49F2-BD98-F6CDF83231D7DocuSign Envelope ID: 06B1D125-C12C-4A65-82D5-195B5A052468
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