Reso 2026-3965 - Laserfiche WebLink

Home Browse Search

Services as well as all content, data and information recorded and stored by each Platform for the Department/Customer (" The Department/Customer Data"),. The total cost of the contract is disclosable by The Department/Customer. 4.2 Exceptions. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Parry, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party. 4.3 Non-use and Non -disclosure. With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality and prevent the unauthorized use or disclosure of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Confidential Information to any third party, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this Agreement. 4.4 Compelled Disclosure. Notwithstanding Section 4.3, the Receiving Parry may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however, that the Receiving Parry delivers reasonable advance notice of such disclosure to the Disclosing Parry and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part. 4.5 Remedies for Breach of Obligation of Confidentiality. The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Parry of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages. 5. PROPRIETARY RIGHTS 5.1 Ownership. The Department/Customer shall own all rights, title and interest in and to the Department/Customer Data. Sharp Performance shall own and retain all right, title and interest in and to (i) each Platform, Software and the Services and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, "Services IP"). To the extent the Department/Customer acquires any right, title or interest in any Services IP, the Department/Customer hereby assigns all of its right, title and interest in such Services IP to Sharp Performance. Page 5 of 14