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event Customer is required by law to withhold taxes, Customer agrees to famish Hyland all required receipts and documentation substantiating such payment. If Hyland is required by law to remit any tax or governmental charge on behalf of or for the account of Customer, Customer agrees to reimburse Hyland within thirty (30) days after Hyland notifies Customer in writing of such remittance. Customer agrees to provide Hyland with valid tax exemption certificates in advance of any remittance otherwise required to be made by Hyland on behalf of or for the account of Customer, where such certificates are applicable. 2.5 Resolution of Invoice Disputes. If, prior to the due date for payment under any invoice, Customer notifies Hyland in writing that it disputes all or any portion of an amount invoiced, both parties will use commercially reasonable efforts to resolve the dispute within forty-five (45) calendar days of Hyland's receipt of the notice. If any amount remains disputed in good faith after such 45 -day period, either party may escalate the disputed items to the parties' respective executive management to attempt to resolve the dispute. The parties agree that at least one of each of their respective executives will meet (which may be by telephone or other similarly effective means of remote communication) within fifteen (15) calendar days of any such escalation to attempt to resolve the dispute. If the parties' executive managers are unable to resolve the dispute within fifteen (15) calendar days of such meeting, either party thereafter may file litigation in a court of competent jurisdiction under Section 8.1 of these General Terms to seek resolution of the dispute. 2.6 Certain Remedies For Non-Pavment or For Late Payment. At the election of Hyland, exercisable by written notice to Customer, any past due amounts (except those amounts properly disputed in accordance with Section 2.5 of these General Terms) under any Hyland invoice shall bear interest at the rate of one and one-half percent (1.5%) per month (or, if lower, the maximum rate lawfully chargeable) from the date due through the date that such past due amounts and such accred interest are paid in full. In the event of any default by Customer in the payment of any amounts invoiced hereunder (except those amounts properly disputed in accordance with Section 2.5 of these General Terms), which default continues unremedied for at least forty-five (45) calendar days after the due date of such payment, Hyland shall have the right to suspend or cease the provision of any services under this Agreement or any Services Proposal, including the delivery of any Upgrades and Enhancements to Customer, unless and until such default shall have been cured. 2.7 U.S. Dollars: Delivery of CDs. All fees, costs and expenses under this Agreement shall be determined and invoiced in, and all payments required to be made in connection with this Agreement shall be made in, U.S. dollars. Delivery of CDs, if any, shall be F.O.B. Hyland's offices in Westlake, Ohio, USA. 2.8 Trainin . Hyland offers training courses to Customer and its employees as described on Hyland's training web portal (currently. httpsJ/tmhdng.onbase.com). Training fees for such courses shall be determined at Hyland's retail prices in effect at the time Customer registers for training. Hyland shall invoice Customer for applicable training fees upon Customer's registration for each training course and such invoice shall be due and payable in accordance with Section 2.3 above. Notwithstanding the foregoing, this Section 2.8 does not apply to any training set forth in the Initial Purchase Table Schedule. 2.9 Maximum Contract Amount. The amount to be paid under this Agreement by Customer to Hyland shall not exceed One Hundred and Fifty Thousand Dollars ($150,000). 4 KfmIy MWii/11112111]93 /ViCIN 3.1 "Confidential Information" shall be such information that is: marked "Proprietary" or "Confidential," that is known by the recipient to be confidential. Confidential Information shall also include documents, data, and other content belonging to Customer that is stored by Customer within the Software and related databases. Confidential Information shall not include information that: (a) is or becomes generally known to the public without breach of this Agreement by the recipient, or (b) is demonstrated by the recipient to have been in the recipient's possession prior to its disclosure by the disclosing party, or (c) is received by the recipient from a third party that is not bound by restrictions, obligations or duties of nondisclosure to the disclosing patty, or (d) is demonstrated by recipient to have been independently developed by recipient without reference to the other party's information. 3.2 Each party agrees that, with respect to the Confidential Information of the other party, such party as a recipient shall use the same degree of care to protect the other party's Confidential Information that such party uses to protect its own confidential information, but in any event not less than reasonable care, and not use (except in performance of this Agreement) or disclose to any third party any such Confidential Information, except as may be required by law or court order. Each party shall he liable and responsible for any breach of this Section 3 committed by any of such party's employees, agents, consultants, contractors or representatives. 3.3 Notwithstanding the forgoing, Hyland acknowledges that Customer is a public agency subject to disclosure requirements on the California Public Records Act ("CPRA'). In the event of a request for information under the CPRA marked by Hyland as "Proprietary" or "Confidential" pursuant to Section 3.1., Customer will make reasonable efforts to provide notice to Customer prior to such disclosure, allowing enough time for Hyland to seek a protective order, injunctive relief, or other appropriate remedy. If Hyland contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is REV: 01-09-1815 Page 4 of 51 ATTY/AGR.2018.001/Hyland Onbase ACMS