AG 2014 12 15 - Laserfiche WebLink

Home Browse Search

with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those in this agreement; (iii) not reverse engineer, de- compile or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (vi) only use the Confidential Information as needed to fulfill this Agreement. 12.1.2 Exceptions Recipient is not obligated to maintain as confidential, Confidential Information that recipient can demonstrate by documentation (i) is now available or becomes available to the public without breach of this agreement; (ii) is explicitly approved for release by written authorization of discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is independently developed by recipient without the use of any of discloser's Confidential Information or any breach of this Agreement. 12.1.3 Required Disclosures If a recipient is required to disclose Confidential Information pursuant to applicable law, statute, or regulation, or court order, the recipient will give to the discloser prompt written notice of the request and a reasonable opportunity to object to such disclosure and seek a protective order or appropriate remedy. If, in the absence of a protective order, the recipient determines, upon the advice of counsel, that it is required to disclose such information, it may disclose only Confidential Information specifically required and only to the extent required to do so. 12.1.4 Ownership and Retention All Confidential Information remains the property of the discloser and will not be copied or reproduced without the express written permission of the discloser, except for copies that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of discloser's written request, recipient will return all Confidential Information to discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, recipient may retain one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. The discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. 12.2 Miscellaneous 12.2.1 Party Notification The parties shall promptly notify each other upon the discovery of the loss, unauthorized disclosure or unauthorized use of Confidential Information within the other Party's control and cooperate, at no additional charge, in the investigation and mitigation of any such unauthorized disclosure. A Party shall promptly, (i) provide the other Party with detailed information regarding any such unauthorized disclosure, including how and Motorola Solutions, Inc. Device Management Agreement- Confidential 10/14/14 Page 11 Attachment number 1 G -2 Page 333