AgdaPkt 2010-11-08 - Laserfiche WebLink

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6.1 D Page 23 City of Redwood Clty—l81S Base Software Agreement Title to any hardware procured by 1BS for Clty of Redwood Ciry will pass #o City of Redwood City upon delivery to the installation locat(on noted in the Proposal. I Confldential Informatlon: Vendor acknowiedges that all data, traff(c, network architecture, business practices, � business processes, know-how, encryption keys, passwords, access to softwa�e and or any other information provided to or obtained by Vendor or analyzed or recorded by the Software and hardware used hereunder is � "Confidentfal Information" owned by Cfty of Redwood Clty. Clty of Redwood City acknowledges the Software, ; specifications, prlcing, and any other lnformation marked or otherwise identified as Conffdential or proprietary ; information are confidentlat properry belonging to IBS and/or its licensors. � Each party will maintaln the Confidentia) Information as it does its own such informat(on, and with no less than a reasonab[e degree of care, and shall not, without prior written consent from the d(sclosing party, dtsclose or make any Confidential Information availab[e (n any form to any person, except employees, consultants, or permitted operatars, whose access 1s necessary to enable that parly to exercise its rights under this Agreement and who are contractualiy obiigated to maintain the confldentlality fn a Itke manner. IBS acknowfedges that any breacF� by (t of any confidentiallty provistons or use restrictlons in this Agreement wtll cause irreparable damage I to Clty of Redwood City and that a remedy at law will be inadequate. Therefore, in addition to any and all other remedles, City of Redwood City will be entitled to seek inJunct(ve relief for any actual or threatened breach of ' any confidentiaHty or use restrlctfons in this Agreement. Acceptance TestTng � City of Redwood City wilf review the results of various actfvities completed by IBS, All wark product and/or deliverables of IBS {the "Work") are subJect to review and reasonable approvaf by the City of Redwood City. C(ty of Redwood City shall have fourteen (14) calendar days to review and communicate in writing its acceptance or rejection of the Work Fa(lure by City of Redwood City to communlcate its decEsion regardfng acceptance or rejection within the above-menttoned 14-day period shall be deemed an acceptance of the Work. fn the event Ctty af Redwood City reasonably determines the Work does not meet the speciflcations and/or requirements set forth in the attached Statement of Work, City of Redwood City shall Indfcate and specify to fBS in writing the manner in which the Work fails to conform to the specifications and/or requirements set forth the Statement of Work. IBS shall correct the rejected Work at no additlonal cost to City �f Redwood City. IBS wfU use best commercial efforts to complete the Work by the target dates set forth by City of Redwood Clty. Integrated BulfdingSolutions, Inc. :�,��i�r�:��,s;.;i p age I 2 I