AgdaPkt 2019-09-23 Joint SA PFA - Laserfiche WebLink

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6.E. - Page 10 of 13 THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SUN RIDGE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SUN RIDGE BE LIABLE FOR LOST BUSINESS, DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) ARISING OUT OF THE QUALITY, CONDITION OR USE OF THE SOFTWARE. IN NO EVENT WILL SUN RIDGE BE LIABLE FOR ANY AMOUNT WHICH EXCEEDS THE AMOUNT PAID BY THE LICENSEE FOR THE SOFTWARE. THE LIMITATIONS SET FORTH IN THIS SECTION 7 SHALL NOT APPLY TO SUN RIDGE'S OBLIGATIONS PURSUANT TO SECTION 6.2 OF THIS AGREEMENT. 8. UPDATES SUN RIDGE may, at its option, release updates to or new versions of the SOFTWARE. If LICENSEE elects to obtain any update or new version of the SOFTWARE, the use of such update or new version will be subject to the terms and conditions of this LICENSE AGREEMENT. 9. OWNERSHIP Except as expressly provided in this LICENSE AGREEMENT, SUN RIDGE retains all intellectual property rights and other rights to the SOFTWARE, Documentation, and the source code for the SOFTWARE. 10. CONFIDENTIALITY Each party agrees to protect the other party's Confidential Information. Confidential Information will not be used or disclosed except as authorized by the providing party. Confidential Information will be disclosed to employees of the receiving party only on a "need to know" basis and only after such employees are informed of the confidential nature of the information and obligated to maintain confidentiality. Confidential Information shall not include information that is now or becomes part of the public domain, was already known by the receiving party at the time of disclosure, is independently developed by the receiving party without any use of Confidential Information, or is lawfully obtained from a third party. 11. PUBLIC DISCLOSURE 11.1. SUN RIDGE acknowledges that LICENSEE is a public agency that is subject to the Brown Act (Gov. Code Section 5490 et seq.) and that this Agreement or portions thereof may be subject to public disclosure without notice to SUN RIDGE. Notwithstanding the foregoing, LICENSEE will use reasonable efforts to provide advance written notice to SUN RIDGE in the event LICENSEE anticipates that any such disclosure is likely. The disclosure of this LICENSE AGREEMENT or portions thereof by LICENSEE pursuant to the requirements of the Brown Act shall not be considered a breach of any section of this LICENSE AGREEMENT, including, without limitation, Sections 4.1.8 and 10. REV: 09-09-19 EI ATTY/AGR.2019.235/Sun Ridge Systems (Page 7 of 10) 147