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6.1.1. - Page 6 <br /> 6.4 Survival. The Parties expressly agree that Sections 6.2 and 6.3 shall survive <br /> the expiration or termination of this Agreement. <br /> 7. Confidentiality. <br /> 7.1 "Confidential Information" is all technical and non-technical <br /> information being disclosed by one party to the other party (including but not limited to <br /> the Software, product information, plans and pricing, financials, marketing plans, <br /> business strategies, City and user information, data, research and development, software, <br /> APIs, specifications, designs, formulae, algorithms, and know-how); either designated as, <br /> or which would reasonably understood to be confidential or proprietary. In addition, the <br /> existence and terms of this Agreement and the fact that discussions are taking place <br /> between the parties in connection with this Agreement is deemed to be the Confidential <br /> Information of both parties. <br /> 7.2 The receiving party will: (i) hold the disclosing party's Confidential <br /> Information in confidence; (ii) restrict disclosure of such Confidential Information to <br /> those of its employees or agents with a need to know such information and who have <br /> previously agreed (e.g. as a condition to their employment or agency) to be bound by <br /> terms substantially similar to those of this Agreement; (iii) use such Confidential <br /> Information only for the purposes for which it was disclosed; and (iv) to the extent <br /> applicable, not modify, reverse engineer, decompile, create other works from, or <br /> disassemble any such Confidential Information unless otherwise specified in writing by <br /> the disclosing party. <br /> 7.3 The restrictions set forth herein will not apply to Confidential <br /> Information to the extent it (i) was in the public domain at the time of disclosure; (ii) <br /> became publicly available after disclosure without breach of this Agreement by the <br /> receiving party; (iii) was lawfully received by the receiving party from a third party <br /> without such restrictions; (iv) was known to the receiving party without such restrictions <br /> prior to its receipt from the disclosing party; (v) was independently developed by the <br /> receiving party without reference to such Confidential Information; (vi) was generally <br /> made available to third parties by the disclosing party without such restriction; or (vii) is <br /> required to be disclosed by the receiving party pursuant to judicial order or other <br /> compulsion of law, provided that the receiving party will provide to the disclosing party <br /> prompt notice of such order and comply with any protective order imposed thereon. <br /> Upon written request of the disclosing party, all copies of the disclosing party's <br /> Confidential Information will be returned to the disclosing party or promptly destroyed. <br /> 7.4 Contractor acknowledges that City is a public agency that is subject <br /> to the Brown Act (Gov. Code Section 5490 et seq.) and that this Agreement or portions <br /> thereof may be subject to public disclosure without notice to Contractor. Further, <br /> Contractor acknowledges that City is subject to documents requests pursuant to the <br /> California Public Records Act and Freedom of Information Act("Acts"). <br /> ATTY/AGR/2016.082/VIMOC TECHNOLOGIES INC. <br /> REV:04-21-16 JS <br /> Page 3 of 21 <br />