|
DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED
<br /> 13
<br /> resolution of the dispute. If any nondisputed amounts are past due, Farragut may upon notice to
<br /> Customer, and without waiving any rights or remedies, suspend performance under any or all
<br /> Statements of Work until payments are current. Except to the extent set forth in a Statement of
<br /> Work, all fees paid hereunder are nonrefundable.
<br /> 2.2. To the extent authorized and set forth in the applicable Statement of Work, Customer agrees to
<br /> reimburse Farragut for reasonable out-of-pocket expenses incurred in the performance of
<br /> Services, including but not limited to travel, lodging, meals, postage, freight, printing and long
<br /> distance phone expenses. All travel-related expenses must be approved in advance by
<br /> Customer.
<br /> 2.3. Customer shall be responsible for any and all applicable taxes, however designated, incurred as
<br /> a result of or otherwise in connection with this Agreement, including but not limited to state and
<br /> local privilege, excise, sales, and use taxes and any taxes or amounts in lieu thereof paid or
<br /> payable by Farragut, but excluding taxes based upon the net income of Farragut. This provision
<br /> does not apply to any taxes for which Customer is exempt and for which Customer has furnished
<br /> Farragut with a valid tax exemption certificate authorized by the appropriate taxing authority.
<br /> 3. Confidentiality and Proprietary Rights
<br /> 3.1. "Confidential Information"means any information or data(including without limitation any formula,
<br /> pattern, compilation, program, device, method, technique, or process) that is disclosed by one
<br /> party (a disclosing party) to the other party (a receiving party) pursuant to this Agreement that is
<br /> identified in writing as confidential or that would reasonably be recognized as confidential.
<br /> Confidential Information does not include information that: (a) is or becomes publicly known or
<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 /> 3.2. A receiving party agrees: (a)to hold the disclosing party's Confidential Information in strict
<br /> confidence;and(b)except as expressly authorized by this Agreement, not to,directly or indirectly,
<br /> use, disclose, copy,transfer or allow access to the Confidential Information. Notwithstanding the
<br /> foregoing, a receiving party may disclose Confidential Information of the disclosing party as
<br /> required by law or court order; in such event, such party shall use its best efforts to inform the
<br /> other party prior to any such required disclosure and the other party may seek to obtain a
<br /> protective order or other protections against the disclosure of its Confidential Information.
<br /> 3.3. Upon the termination or expiration of this Agreement, the receiving party will return to the
<br /> 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, and will
<br /> delete all electronic copies of such Confidential Information.
<br /> 3.4. In the event that Farragut develops any custom software, scripts, documentation or other
<br /> materials under this Agreement ("Work Product"), unless otherwise set forth in the Statement of
<br /> Work, Farragut will be the sole owner of all intellectual property rights in such Work Product. In
<br /> addition, Farragut shall retain all intellectual property rights in all methodologies, algorithms,
<br /> software, documentation, know-how, techniques and other materials which have been previously
<br /> developed or acquired by Farragut and that are used in connection with the Services. Upon
<br /> receipt in full of all payments due under the applicable Statement of Work, Farragut will grant
<br /> Customer a non-exclusive, perpetual, royalty-free license to use, copy and modify the Work
<br /> Product solely in connection with Customer's internal operations. Customer agrees not to sell,
<br /> distribute or otherwise disclose the Work Product to any third party,without Farragut's prior written
<br /> consent; provided that Customer may disclose and transfer its license to the Work Product to an
<br /> affiliated organization or to the acquirer of all or substantially all of Customer's business. Through
<br /> its relationship with the North Carolina Association of County Commissioners ("NCACC"),
<br /> Farragut intends to make the Work Product from Statement of Work#1 that is related directly to
<br /> NCPTS available for licensing by NCACC to other North Carolina counties.
<br /> -2-
<br />
|