Orange County NC Website
<br />11 <br />15. Notices. All notices or communications required or permitted as a part of this Agreement, such as <br />notice of an alleged material breach for a termination for cause or a dispute that must be submitted <br />to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the <br />following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, <br />return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of <br />proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United <br />States Postal Service authorized mail center with proper postage (certified mail, return receipt <br />requested) affixed and addressed to the other party at the address set forth on the signature page <br />hereto or such other address as the party may have designated by proper notice. The consequences <br />for the failure to receive a notice due to improper notification by the intended receiving party of a <br />change in address will be borne by the intended receiving party. <br /> <br />16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and <br />promotional materials until such time as this Agreement terminates or expires. <br /> <br />17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of <br />performance of this Agreement, may be exposed to confidential information and that disclosure of <br />such information could violate rights to private individuals and entities, including the parties. <br />Confidential information is nonpublic information that a reasonable person would believe to be <br />confidential and includes, without limitation, personal identifying information (e.g., social security <br />numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will <br />not disclose any confidential information of the other party and further agrees to take all reasonable <br />and appropriate action to prevent such disclosure by its employees or agents. The confidentiality <br />covenants contained herein will survive the termination or cancellation of this Agreement. This <br />obligation of confidentiality will not apply to information that: <br />(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of <br />this Agreement by a party or its employees or agents; <br />(b) a party can establish by reasonable proof was in that party's possession at the time of initial <br />disclosure; <br />(c) a party receives from a third party who has a right to disclose it to the receiving party; or <br />(d) is the subject of a legitimate disclosure request under the open records laws or similar <br />applicable public disclosure laws governing this Agreement; provided, however, that in the <br />event you receive an open records or other similar applicable request, you will give us <br />prompt notice and otherwise perform the functions required by applicable law. <br /> <br />18. Quarantining of Client Data. Some services provided by Tyler require us to be in possession of your <br />Data. In the event we detect malware or other conditions associated with your Data that are <br />reasonably suspected of putting Tyler resources or other Tyler clients’ data at risk, we reserve the <br />absolute right to move your Data from its location within a multi-tenancy Tyler hosted environment <br />to an isolated “quarantined” environment without advance notice. Your Data will remain in such <br />quarantine for a period of at least six (6) months during which time we will review the Data, and all <br />traffic associated with the Data, for signs of malware or other similar issues. If no issues are <br />detected through such reviews during the six (6) month period of quarantine, we will coordinate <br />with you the restoration of your Data to a non-quarantined environment. In the event your Data <br />must remain in quarantine beyond this six (6) month period through no fault of Tyler’s, we reserve <br />the right to require payment of additional fees for the extended duration of quarantine. We will <br />provide an estimate of what those costs will be upon your request. <br /> <br />Docusign Envelope ID: 6FC12B63-3E9A-4FBB-9F3D-622DAFB48167