Agenda - Council - 02/14/2017 - Laserfiche WebLink

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5.4 Notwithstanding anything herein to the contrary, City'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 OPUS21 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 City'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 City. 5.5 In addition to any rights or remedies that are provided by this Agreement, City shall have all other rights and remedies available in law and in equity for any violation of this Section 5 by OPUS21. Such rights and remedies shall be non-exclusive and cumulative. 6 Intellectual Property. All computer programs, including the OPUS21 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 OPUS21. City 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 OPUS21 trade secrets or any other OPUS21 secrets or confidential information, learned by City in connection with this Agreement. All documentation shall be returned to OPUS21 upon termination of this Agreement. All original input data items shall remain the property of City and will be returned pursuant to City's instructions, except as may be required by the State of Minnesota Data Privacy Law. City shall retain or destroy all original input documentation and other documentation in accordance with its own procedures. 7 Modification. 7.1 Either party may modify this Agreement or any Schedules through mutual agreement of both parties. 7.2 In the Event of Default, as defined in Section 8 below, the non -defaulting party may terminate this Agreement or any Schedule. 7.3 In the event of modification for any reason, City will pay all amounts due and payable under this Agreement up to the effective date of modification, and City may retain and use any products or services delivered to City prior to the date of modification as governed by the terms and good standing of the Agreement. 8 Events of Default. 8.1 City's failure to make payments as provided herein. 8.2 A party's failure to perform any material covenant, agreement, obligation, term or condition contained herein; provided, however, the party's failure to perform as provided in this Section 8.2 shall not be an Event of Default if the defaulting party cures such default within thirty (30) days of receipt of written notice of default from the non - defaulting party or if the default cannot be cured within thirty (30) days, if the defaulting party commences cure within thirty (30) days of receipt of written notice and proceeds to cure such default within a reasonable period of time not to exceed 60 days from the date of default. OPUS21 Management Solutions. Page 3 of 11