Agenda - Council - 10/12/1999 - Laserfiche WebLink

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IC Confidentiali~. 1. Materials furnished by Customer relating to its software, hardware and/or business secrets are the property of Customer and, if so identified, shall be treated as "Company Private" and shall not be disclosed to third parties by Vendor or its employees without Customer prior approval (except such materials as may be established to be in public domain). 2. Documentation developed by Vendor prior to this Agreement or developed by Vendor outside of this Agreement and used and/or modified by Vendor to fulfill its obligations under this Agreement will remain the exclusive property of Vendor. Customer and its employees will treat as "Company Private" all documentation referred to in this paragraph and shall not disclose such documentation to third parties without Vendor's prior approval (except such materials as may be established to be in the public domain). 3. Upon termination or expiration of this Agreement, all software, software documentation, hardware and materials belonging to Vendor or Customer shall be returned to the respective owner thereof and no copies shall be retained by the non-owning party unless the respective owner consents thereto. L. .Employee Solicitation. Vendor and Customer recognize and acknowledge that employees who are engaged in electronic data processing activities possess special, unique and extraordinary technical talents which are in great demand in the present economy and further recognize and acknowledge that each party has incurred substantial expenses in recruiting and training such employees and would incur even greater expense if required to replace employees. Therefore, Vendor and Customer each agree that they shall not, at any time during the term of this Agreement and for a period of one year thereafter, directly or indirectly employ or retain as an independent contractor any individual that is, at any time during the term of this Agreement, an employee of the other; provided, however, that the foregoing covenant pertains only to employee, s that were employed by the specific branch office of Vendor or the specific office or plant 'of Customer that performed or received services directly pursuant to this Agreement. In the event of a breach of the covenant set forth in this paragraph L, the breaching party shall pay to the other, as liquidated damages, an amount equal to the salary or wages paid by the non-breaching party to the subject employee(s) during the one year period preceding the breach (or, if such employee was employed by the non-breaching party for less than one year, the annualized amount of such wages or salary). M. Employee Rotation. Vendor reserves the right to replace any Vendor employee at any installation of Customer during the performance of any Work Order(s) provided that such replacement employee shall possess the skills and level of competence required to perform assigned duties as defined in the Work Order. 285501.1