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9 <br /> <br /> <br />obligations in this Section 9. “Confidential Information” shall include any and all information of <br />the Disclosing Party or its Affiliates which is disclosed hereunder and either identified in writing <br />as “Confidential” or “Proprietary”, or which, under the circumstances, ought reasonably to be <br />treated as confidential or proprietary and shall include the Chmura Software, Documentation, In <br />Bulk Data, Reports, and the API key provided to Client for the purpose of accessing the API <br />Feeds, if applicable. <br />(b) Exceptions. These confidentiality obligations shall not apply: (i) to any <br />information or development which is or subsequently becomes available to the general public <br />other than through a breach of this Agreement by, or fault of, the Receiving Party, or any party to <br />whom it discloses Confidential Information; (ii) to any information or development which the <br />Receiving Party can establish was already known to it before disclosure by the Disclosing Party; <br />(iii) to any information or development which is developed through the independent efforts of <br />the Receiving Party without regard to, reliance upon, use of or reference to any Confidential <br />Information of the Disclosing Party; (iv) to any information or development which the Receiving <br />Party rightfully and lawfully receives from a third party which is not under restriction as to <br />confidentiality or use of such information; or (v) to any disclosure required as a result of the <br />process of law or under applicable law, or pursuant to the order or subpoena of a government <br />agency or court of competent jurisdiction, provided that the Receiving Party immediately notifies <br />the Disclosing Party of the matter, and permits the Disclosing Party to seek a protection order, if <br />it deems it necessary, prior to the release of the Confidential Information. <br />(c) Survival. The obligations of confidentiality contained herein will survive and <br />continue in full force and effect after the expiration or termination of this Agreement and will <br />bind the parties and their successors and assigns. <br />10. General Provisions. <br />(a) Injunctive Relief. In the event of Client’s breach of Section 2(d) or Section 9 of <br />this Agreement, the parties hereto acknowledge that Chmura or its Affiliates, as applicable, may <br />be caused irreparable damage, and that monetary damages alone may not be an adequate remedy <br />for such breach and, in addition to any other relief to which it may be entitled, the injured party <br />shall be entitled to seek, temporary and permanent injunctive relief to restrain any such breach, <br />threatened or actual, without the need to post a bond or similar undertaking. <br />(b) Further Assurances. On a party’s reasonable request, the other party shall, at the <br />requesting party’s sole cost and expense, execute and deliver all such documents and <br />instruments, and take all such further actions, as may be necessary to give full effect to this <br />Agreement. <br />(c) Independent Contractor. Each party acknowledges and agrees that the other is an <br />independent contractor and shall have no authority to act as an agent of the other, nor shall either <br />party bind or purport to bind the other to any commitment or obligation. <br />(d) Assignment, Successors and Assigns. This Agreement shall be binding upon and <br />inure to the benefit of the parties and their respective successors and assigns. Chmura may assign <br />any payments due or owing under this Agreement. No assignment by Chmura of any payments <br />due or owing under this Agreement shall affect Client’s rights or Chmura’s obligations <br />hereunder. Neither Client nor Chmura may assign its obligations hereunder without the prior <br />Docusign Envelope ID: 6BBB847F-36E0-4A96-957F-CE3D731DB17B