Agmt10 Integrated Building Solutions, Inc.

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City of Redwood City — IBIS Base Software Agreement Title to any hardware procured by IBS for City of Redwood City will pass to City of Redwood City upon delivery to the installation location noted in the Proposal. Confidential Information: Each party ratifies and agrees to be bound by that certain "City of Redwood City Mutual Nondisclosure Agreement" effective on the day of , 2010. This Section is not intended to replace or supersede any non - disclosure agreement between IBS and City of Redwood City concerning treatment of Confidential Information, but rather, is intended to be an addition or supplement to such agreement. Vendor acknowledges that all data, traffic, network architecture, business practices, business processes, know -how, encryption keys, passwords, access to software and or any other information provided to or obtained by Vendor or analyzed or recorded by the Software and hardware used hereunder is "Confidential Information" owned by City of Redwood City. City of Redwood City acknowledges the Software, specifications, pricing, and any other information marked or otherwise identified as Confidential or proprietary information are confidential property belonging to IBS and /or its licensors. Each party will maintain the Confidential Information as it does its own such information, and with no less than a reasonable degree of care, and shall not, without prior written consent from the disclosing party, disclose or make any Confidential Information available in any form to any person, except employees, consultants, or permitted operators, whose access is necessary to enable that party to exercise its rights under this Agreement and who are contractually obligated to maintain the confidentiality in a like manner. IBS acknowledges that any breach by it of any confidentiality provisions or use restrictions in this Agreement will cause irreparable damage to City of Redwood City and that a remedy at law will be inadequate. Therefore, in addition to any and all other remedies, City of Redwood City will be entitled to seek injunctive relief for any actual or threatened breach of any confidentiality or use restrictions in this Agreement. Acceptance Testing City of Redwood City will review the results of various activities completed by IBS. All work product and /or deliverables of IBS (the "Work ") are subject to review and reasonable approval by the City of Redwood City. City of Redwood City shall have fourteen (14) calendar days to review and communicate in writing its acceptance or rejection of the Work Failure by City of Redwood City to communicate its decision regarding acceptance or rejection within the above - mentioned 14 -day period shall be deemed an acceptance of the Work. In the event City of Redwood City reasonably determines the Work does not meet the specifications and /or requirements set forth in the attached Statement of Work, City of Redwood City shall indicate and specify to IBS 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 additional cost to City of Redwood City. IBS will use best commercial efforts to complete the Work by the target dates set forth by City of Redwood City. Uncontrollable Events. The parties agree that performance by IBS under this Agreement may be adversely affected by circumstances and events that are not within the control of IBS ( "Uncontrollable Events "). Uncontrollable Events, if not directly resulting from IBS' actions, shall not cause IBS to be in breach of this Agreement or excuse City of Redwood City from nonpayment for work that has been performed by IBS. Uncontrollable Events include, but are not limited to, damage or destruction to City of Redwood City's facilities, overload or change to City of Redwood City network performance, or any alteration made to the City of Redwood City system (such as replacement of hardware components, programming changes, amending or changing addresses) that adversely affects the ability of the Software to function as intended. Integrated Building Solutions, Inc. Page I 2