Agenda - Council - 06/13/2017 - Laserfiche WebLink

Home

no later than ninety (90) days prior to the expiration of the original term that it has exercised the option provided for in this paragraph. Additional fees may apply. (b) Termination. (i) In the event that a party commits a material breach of any term of this Agreement, the other party may terminate this Agreement in accordance with the following: The party against whom the breach is committed shall notify the defaulting party in writing of the breach. The defaulting party shall then have thirty (30) days after receipt of such notice to remedy the default. If, in the opinion of the party against whom the breach is committed, the default has not been remedied, or the defaulting party has not taken steps to remedy the default within a reasonable time, the party against whom the breach is committed shall notify the defaulting party that the Agreement is terminated. Within thirty (30) days of receipt of the defaulting party's notice to terminate the Agreement, the distribution of the Licensee's Developed Software containing the Licensed Materials shall cease, and any remaining royalties, if any, due to ICC at the date of termination shall be paid within sixty (60) days of the date of termination. (ii) Upon termination of this Agreement, (A) Licensee shall return the Licensed Materials (including all copies thereof, user manuals and other written materials intended by Licensee to be supplied in conjunction with Licensee's Developed Software (collectively, "Related Materials")), or at the request of ICC, destroy the Licensed Materials and Related Materials and confirm to ICC that such Licensed Materials and Related Materials have been destroyed, and (B) all rights and licenses granted to Licensee hereunder shall automatically terminate and revert back to ICC. This Paragraph 5 and Paragraphs 6 - 10 shall survive any expiration or termination of this Agreement. 6. Confidentiality. (a) Definition. "Confidential Information" means non-public information of a party to this Agreement. Confidential Information of Licensee includes, but is not limited to, Licensee's Developed Software and all materials related thereto, all information disclosed pursuant to paragraph 1(d) hereof; all information disclosed in connection with paragraph 4(c) hereof; all non-public business and financial information, marketing plans, sales strategies, and other internal information. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the recipient; (ii) the discloser regularly discloses to third parties without restriction on disclosure; (iii) the recipient obtains from a third party without restriction on disclosure and without breach of a non -disclosure obligation; or (iv) information required to be disclosed by law. (b) Non -Disclosure; Restricted Use_ Except as otherwise permitted under this Agreement, the recipient of Confidential Information belonging to the other party will not knowingly disclose to any third party, or make any use of the discloser's Confidential Information. The recipient will use at least the same standard of care to maintain the confidentiality of the discloser's Confidential Information that it uses to maintain the confidentiality of its own Confidential Information of equal importance. Except in connection with Licensee's Developed Software and materials related thereto, the non -disclosure and non-use obligations of this Agreement will remain in full force with respect to each item of Confidential Information for a period of ten (10) years after recipient's receipt of that item. ICC's obligations to maintain both Licensee's Developed Software and any materials related thereto as confidential will survive in perpetuity. Page 4 of 9