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

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6.E. - Page 11 of 13 11.2. LICENSEE may use or disclose Confidential Information of SUN RIDGE or other documents, records, data, files, or other information to the extent LICENSEE is legally required (e.g. under the California Public Records Act, California Gov. Code Section 6250 et seq., or pursuant to a subpoena duces tecum) to disclose such Confidential Information, provided, however, that prior to any such disclosure LICENSEE shall make reasonable efforts to provide notice to SUN RIDGE sufficiently in advance of the date of such disclosure, to allow enough time for SUN RIDGE to seek a protective order, injunctive relief, or other appropriate remedy to prevent all or part of such disclosure. If SUN RIDGE contends that any records, documents, or other information are exempt from disclosure and wishes to prevent disclosure, SUN RIDGE may, at its own cost, liability, and expense, seek to apply for a protective order, injunctive relief or other appropriate remedy from a court having jurisdiction over the matter at least two (2) days before LICENSEE's deadline to disclose such Confidential Information under applicable law. LICENSEE shall provide SUN RIDGE with all reasonable cooperation and assistance, at SUN RIDGE's expense, in seeking and/or obtaining such protection. If SUN RIDGE fails to obtain such a remedy before the deadline for LICENSEE to make any legally required disclosure of such information, LICENSEE will disclose the requested information and shall not be liable or responsible for such disclosure. For the sake of clarity, such disclosure shall not be considered a breach of any section of this LICENSE AGREEMENT, including, without limitation, Sections 4.1.8 and 10. LICENSEE shall only be required to provide notice pursuant to this Section for documents, records, data, files and other information that SUN RIDGE (a) SUN RIDGE has clearly marked "CONFIDENTIAL" or "PROPRIETARY", or (B) has clearly identified any portion or portions of such documents, records, data, files, or other information (such as specific lines, pages, segments, tables, exhibits, or portions thereof) as containing "CONFIDENTIAL" or "PROPRIETARY" information. 12. GENERAL TERMS 12.1. GOVERNING LAW. This LICENSE AGREEMENT will be construed by and enforced in accordance with the laws of the state of California, exclusive of choice of law or conflicts of law rules or principles. 12.2. ARBITRATION. If a dispute arises from or related to this LICENSE AGREEMENT or the breach of this LICENSE AGREEMENT and if such dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation to be held in Sacramento, California, under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration. Thereafter, any unresolved controversy or claim arising from or relating to this LICENSE AGREEMENT, or REV: 09-09-19 EI ATTY/AGR.2019.235/Sun Ridge Systems (Page 8 of 10) 148