Agmt19 CherryRoad Technologies, Inc.

Browse Search

prior written consent of Consultant, or as required by law subject to compliance with the procedure set forth in this Section. 10.2 During the term of this Agreement, Consultant will have access to and become acquainted with City's confidentia I and proprietary i nformation. Such informations ha I I not be disclosed by Consul tantto any third - party without the prior written consent of City, or as required by Iawsubject to compli ancewith the procedure setforth inthisSection. 10.3 The following information shall not be considered confidential and proprietary information for the purposes of this Agreement: information requiredto be disclosed under the California Public Records Act, information previously known when received from the other party; information freely availableto the general public; information which is newer hereafter becomes publicly known byother than a breach hereof; information which is developed by one party independently of any disclosures made by the other party of such information; or information which is disclosed bya party pursuantto subpoena or other legal process and which as a result becomes lawful lyobtainablebythegeneral public. 10.4 If either party is confronted with legal action or believes applicable law requires itto disclose any portion of the other party's confidential and proprietary information protected hereunder, that party shall promptly notify and assistthe other (atthe other party's expense) in obtaining protective order or other similarorder, and shall thereafter disclose only the minimum of the other party's confidential and proprietary information that is requiredto be disclosed in order to comply with the legal action, whether or not a protective order or other order has been obtained. 10.5 The parties acknowledge that a breach of the provisions of this Section will result in immediate irreparable harm to the aggrieved party, and the aggrieved party shall beentitled to immediate temporary, preliminary, andpermanent injunctiveor other equitable relief. 11.0 RESERVED. 12.0 MISCELLANEOUS 12.1 Non Liability of City Officers and Employees. No officer or employee of CITY shall be personally liable to the Consultant, or any successor in interest, in the event of any defaulter breach by CITY or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 12.2 Conflictof Interest. No officer or employee of CITY shall haveanyfinancial interestin this Agreement norshall any such officer or employee participate in any decision relati ngto the Agreement which affects his financial interest or the financial interest of any corporation, partnership or association in which he is, directlyor indirectly, interested, in violation of any state statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. The foregoing does not applyto any commission or bonus paid to a bona fide employee of Consultant as a result of this Agreement. Whenrequested by the Contract Officer, prior to CITY's execution of this Agreement, Consultantshallprovide CITYwith an executed statement of economic interest. 12.3 Notice. Any noticeor other communication either party desires or is required to giveto the other partyor any other person shall be in writing and delivered (i) by persona I service; (i i) by commercial overnight courier; or (iii) via electronic mail provided that the recipient affi rmativelyacknowledges receipt of such electronic mail. Notices will be sent to, in the case of CITY, the CITY's IT Manager, 1017 Middlefield Road, Redwood City, California 94063, and in the case of the Consultant, to the person at the address designated on the execution page of this Agreement. 12.4 Integration Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and that this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at anytime by a writingsigned by both parties. GENERALTERMS AND CONDITIONS Page 10 ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 10 of 172