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AG 2016 09 19
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AG 2016 09 19
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Last modified
9/20/2016 11:20:23 AM
Creation date
11/27/2017 10:34:58 AM
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Meeting Minutes
Doc Type
Agenda
Meeting Minutes - Date
9/19/2016
Board
Board of Commissioners
Meeting Type
Regular
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PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or <br />termination of the Agreement and applies notwithstanding any contrary provision. No action for contract <br />breach or otherwise relating to the transactions contemplated by this Agreement may be brought more <br />than one (1) year after the accrual of the cause of action, except for money due upon an open account. <br />Section 14 CONFIDENTIALITY AND PROPRIETARY RIGHTS <br />14.1. CONFIDENTIAL INFORMATION. <br />14.1.1. Each party is a disclosing party ( "Discloser ") and a receiving party ( "Recipient ") under this <br />agreement. All Deliverables will be deemed to be Motorola's Confidential Information. During the term of <br />this agreement and for a period of three (3) years from the expiration or termination of this agreement, <br />Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of <br />Confidential Information to only those employees (including, but not limited to, employees of any wholly <br />owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), <br />agents or consultants who must be directly involved with the Confidential Information for the purpose and <br />who are bound by confidentiality terms substantially similar to those in this agreement; (iii) not copy, <br />reproduce, reverse engineer, de- compile or disassemble any Confidential Information; (iv) use the same <br />degree of care as for its own information of like importance, but at least use reasonable care, in <br />safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery <br />of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain <br />possession of the Confidential Information and prevent further unauthorized actions or other breach of <br />this agreement; and (vi) only use the Confidential Information as needed to fulfill this agreement. <br />14.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can <br />demonstrate by documentation (i) is now available or becomes available to the public without breach of <br />this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully <br />obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to <br />such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser's <br />Confidential Information or any breach of this agreement. <br />14.1.3. All Confidential Information remains the property of the discloser and will not be copied or <br />reproduced without the express written permission of the Discloser, except for copies that are absolutely <br />necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser's written request, <br />Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or <br />certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain <br />one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning <br />this Agreement. No license, express or implied, in the Confidential Information is granted other than to <br />use the Confidential Information in the manner and to the extent authorized by this Agreement. The <br />Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to <br />this Agreement. <br />14.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. <br />Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non - Motorola <br />Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and <br />nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property <br />developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, <br />Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to <br />Customer any shared development rights of intellectual property. Except as explicitly provided in the <br />Software License Agreement, Motorola does not grant to Customer, either directly or by implication, <br />estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not <br />modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse <br />engineer, derive source code or create derivative works from, adapt, translate, merge with other software, <br />reproduce, or export the Software, or permit or encourage any third party to do so. The preceding <br />Motorola Apttus /Contract No. Page 7 v. 8 -16 -2016 <br />Attachment number 3 \n <br />F -11 Page 136 <br />
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