AgdaPkt 2014-09-22 Closed and Joint with SA

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Website Development Services Agreement Terms and Conditions 1. These Terms and Conditions, and any attachment signed by the parties attached hereto, represent the complete agreement and understanding (“Agreement”) between Vision Technology Solutions, LLC DBA Vision Internet Providers, a Delaware Limited Liability Company ("Contractor"), and City of Redwood City, CA ("City"), and supersedes any other written or oral agreement with regard to the website development services provided for herein. Any modification of this Agreement is valid only if the modification is in writing and signed by both Parties. City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Contractor will provide the following services to City in exchange for payment of fees and compliance with the Terms and Conditions of this Agreement. “Confidential Information” means any information, data or other materials including but not limited to, discoveries, ideas, designs, drawings, specifications, techniques, models, data, programs [including but not limited to the Vision Content Management System (also known as the Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool), and dynamic and interactive components], source code, object code, documentation, processes, know-how, customer lists, marketing plans, and financial and technical information provided by one party to the other under or in connection with the Agreement that is (1) clearly and conspicuously marked as “confidential” or with a similar designation; or (2) identified by the disclosing party as confidential and/or proprietary before, during or promptly after presentation or communication. Except with the prior written consent of the disclosing party, the receiving party shall not (i) use or disclose any Confidential Information other than to employees and contractors who have a need to know the Confidential Information, with any disclosure only to contractors who have signed a non- disclosure agreement to protect the confidential information of third parties, or (ii) make copies or allow others to make copies of such Confidential Information except as is reasonably necessary for internal business purposes. City shall use Confidential Information solely for the purpose of this Agreement, and shall not use the Confidential Information, in whole or in part, directly or indirectly, for any other purpose, including but not limited to commercial purposes or research and development purposes. Nothing in the Agreement prohibits or limits either party's use or disclosure of information (a) previously known to it without obligation of confidence; (b) independently developed by or for it without use of or access to the other party’s Confidential Information; (c) acquired by it from a third party which is not under an obligation of confidence with respect to such information; (d) which is or becomes publicly available through no breach of the Agreement; or (e) is required to be disclosed by operation of law, court order or other governmental demand. Contractor acknowledges that City is a public agency that is subject to the Brown Act and that this Agreement or portions thereof may be subject to public disclosure without notice to Contractor. Further, Contractor acknowledges that City is subject to document requests pursuant to the California Public Records Act and Freedom of Information Act (“Acts”). City shall notify Contractor within five (5) business days of receiving a request under the Acts for any records which would constitute Confidential Information and to the extent allowed by law, City shall apply exceptions to disclosure of the Confidential Information that are applicable under the Acts. If a suit is filed by a member of the public with respect to any such request, City will cooperate in any action to intervene filed by Contractor. Notwithstanding any provision in this Agreement to the contrary, Contractor will indemnify and hold harmless City for any and all costs and attorney fees awarded to a prevailing plaintiff arising out of or related to a suit which result from City’s actions, taken at Contractor’s request, in ATTY/AGR/2014.178/WEBSITE DEVELOPMENT SERVICES AGR REV: 09-16-14 GK & PT City’s Initials_____ Contractor’s Initials_____ Page 1 of 27 7.1.G. - Page 3