Agenda - Council - 12/11/2007 - Laserfiche WebLink

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3 Compensation. The amount of compensation Customer shall pay OPUSZ' for the products and services provided by OPUSZ' hereunder shall be provided in the Schedule(s~. All compensation shall be payable by Customer within 30 days of receipt of an invoice from OPUS .Customer shall pay OPUSZ' a late payment charge of 1.5% per month or the maximum amount permitted by applicable law, whichever is less, on all amounts remaining unpaid when due. 4 Limitation of liability. EXCEPT FOR INDEMNITY CLAIMS PURSUANT TO SECTION 11.1, AND EXCEPT FOR CLAIMS ARISING FROM THE MUTUAL NON-DISCLOSURE AGREEMENT, OPUSZ''S LIABILITY ON ANY CLAIM OF DAMAGES ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO OPUS21 UNDER THIS AGREEMENT. IN NO EVENT SHALL OPUS21 BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ECONOMIC DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF. IN NO EVENT SHALL OPUSZ' BE LIABLE TO THIRD-PARTY CUSTOMERS FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ECONOMIC DAMAGES ARISING OUT OF OR RELATED TO THE USE OF OPUSZ' SOFTWARE IN SERVICE BUREAU PROCESSING. 5 Confidentiality of Customer's Information. 5.1 OPUSZ' acknowledges that Customer regards as confidential and as a proprietary asset any information or materials that come to the attention of OPUS21 by reason of (a) the ~resence of OPUSZ''s agents,. employees, or representatives at Customer's site, or (b) OPUSZ furnishing services to Customer in connection with this Agreement (such information, materials, and records collectively being referred to as "Customer's Confidential or Proprietary Information"). 5.2 OPUS21 agrees to safeguard Customer's Confidential or Proprietary Information by holding it in strict confidence, disclosing it only to those employees, agents or contractors who have a need to know in order to provide services as agreed upon. In the event that a subpoena or other legal process that in any way concerns Customer's Confidential or Proprietary Information is served upon OPUSZ', then OPUSZ' agrees to notify Customer in a reasonable manner following receipt of such subpoena or other legal process, and OPUS21 will reasonably cooperate with Customer, as requested by Customer, to contest the sub~oena or other legal process (provided that Customer agrees to pay any expense OPUSZ incurs in so. doing). 5.3 OPUSZ' agrees to take all reasonable steps to prevent the disclosure, publication or dissemination of Customer's Confidential or Proprietary Information to any. other person or entity, except where and to the extent specifically required by law. 5.4 Notwithstanding anything herein to the contrary, Customer's Confidential or Proprietary Information shall not include: (a) information that comes into the public domain except as a result of a breach of this confidentiality provision; (b) information received by OPUSZ' from a third party not under any obligation of confidentiality with respect thereto; (c) information that is independently developed by OPUS21 personnel that have not had access to Customer's Confidential or Proprietary Information; (d) information required to be disclosed under operation of law; or (e) information approved in advance in writing for disclosure by Customer. 5.5 In addition to any rights or remedies that are provided by this Agreement, Customer shall have all other rights and remedies available in law and in equity for any violation of this Section 6 by OPUS2 . Such rights and remedies shall be non-exclusive and cumulative. 6 Intellectual Property. All computer programs, including the OPUSZ' Software, related documentation, written procedures, copies of transcripts, Source Codes, and similar items are proprietary to and shall be considered trade secrets and confidential information remaining the property of OPUSZ'. Customer agrees that, other than those disclosures and records required to be made or maintained pursuant to Minnesota Law, it will not disclose to any third party at any time (either during or after termination of this Agreement) any OPUSZ' trade secrets or any other OPUSZ' secrets or confidential information, learned by Customer in connection with this Agreement. All documentation shall be returned to OPUSZ' upon termination of this Agreement. All original input data items shall remain the property of Customer and will be returned pursuant to Customer's instructions, so long as Customer is not in breach of this Agreement. Customer shall retain or destroy all original input documentation and other documentation in accordance with- its own procedures. 7 Modification: Page 2 of 9 - 6 2 - OPUS21 Management Solutions.