OTHER-2025-085-Approval of a Two-Year Contract with Granicus, LLC for the Visitors Bureau Website

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Docusign Envelope ID : A7FBE415-E249-472F-8188-8BBE96FOFF01 violation of U . S . laws or regulations ; (ix) subcontract, disclose , rent, or lease the Provider products and services , or any portion thereof, for third party use ; or (x) Modify, adapt, or use the Provider products and services to develop any software application intended for resale which uses the Provider products and services in whole or in part . k . Confidentiality . i) It is expected that one Party may disclose to the other Party certain information which may be considered confidential or trade secret information ("Confidential Information") . Confidential Information shall include : (i) non-public information if it is clearly and conspicuously marked as "confidential " or with a similar designation at the time of disclosure ; (ii) non-public information of a Party if it is identified as confidential or proprietary before , during, or promptly after presentation . 11) Subject to applicable law, each Party agrees to receive and hold any Confidential Information in strict confidence . Each Party also agrees : (i) to protect and safeguard the Confidential Information against unauthorized use , publication or disclosure ; (ii) not to reveal, report, publish, disclose , transfer, copy or otherwise use any Confidential Information except as specifically authorized by the other Party; ( iii ) not to use any Confidential Information for any purpose other than for performance under this Agreement; (iv) to restrict access to Confidential Information to those of its employees , agents , and contractors who have a need to know , who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule ; and (v) to exercise at least the same standard of care and security to protect the Confidential Information received by it as it protects its own confidential information . If a Party is requested or required in a judicial , administrative, or governmental proceeding to disclose any Confidential Information, it will notify the other Party as promptly as practicable so that such Party may seek a protective order or waiver for that instance . iii) Confidential Information shall not include information which : (i ) is or becomes public j knowledge through no fault of either Party ; (ii) was in a Party ' s possession before receipt from the other Party ; (iii) is rightfully received by a Party from a third party without any duty of confidentiality ; (iv) is independently developed by a Party without use or reference to the other Party ' s Confidential Information ; or (v) is disclosed with the prior written consent of the Parties . iv) Each Party shall return or destroy the Confidential Information upon written request by the other Party ; provided, however, that each Party may retain one copy of the Confidential Information in order to comply with applicable law . County understands and agrees that it may not always be possible to completely remove or delete all Confidential Information from Provider ' s databases without some residual data . 1 . Limitation of Liability . NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO INSTANCE SHALL EITHER PARTY ' S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY COUNTY FOR THE PROVIDER PRODUCTS AND SERVICES DURING THE TWELVE ( 12) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES , PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES , INCLUDING INDIRECT, INCIDENTAL, Revised 01 / 24 Granicus 2025 8